EXHIBIT 4
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XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.,
as Depositor,
BANK OF AMERICA, N.A.,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated September 26, 2002
-----------------------
Mortgage Pass-Through Certificates
Series 2002-J
==============================================================================
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 REMIC........................
Section 2.06 Designation of Start-up Day..................................
Section 2.07 REMIC Certificate Maturity Date..............................
Section 2.08 Execution and Delivery of Certificates.......................
Section 2.09 Repurchase of Converted Mortgage Loans.......................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans...........................
Section 3.02 Subservicing; Enforcement of the Obligations of Servicer.....
Section 3.03 Fidelity Bond; Errors and Omissions Insurance................
Section 3.04 Access to Certain Documentation..............................
Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims....
Section 3.06 Rights of the Depositor and the Trustee in Respect of the
Servicer....................................................
Section 3.07 Trustee to Act as Servicer...................................
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial
Account; Custodial Buy-Down Account; and Certificate
Account.....................................................
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.............................................
Section 3.10 Access to Certain Documentation and Information Regarding
the Mortgage Loans..........................................
Section 3.11 Permitted Withdrawals from the Servicer Custodial Account
and Certificate Account.....................................
Section 3.12 Maintenance of Hazard Insurance..............................
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements....
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property......
Section 3.15 Trustee to Cooperate; Release of Mortgage Files..............
Section 3.16 Documents, Records and Funds in Possession of the
Servicer to be Held for the Trustee.........................
Section 3.17 Servicing Compensation.......................................
Section 3.18 Annual Statement as to Compliance............................
Section 3.19 Annual Independent Public Accountants' Servicing
Statement; Financial Statements.............................
Section 3.20 Advances.....................................................
Section 3.21 Modifications, Waivers, Amendments and Consents..............
Section 3.22 Reports to the Securities and Exchange Commission............
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate.......................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions................................................
Section 5.02 Priorities of Distributions..................................
Section 5.03 Allocation of Losses.........................................
Section 5.04 Statements to Certificateholders.............................
Section 5.05 Tax Returns and Reports to Certificateholders................
Section 5.06 Tax Matters Person...........................................
Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee...
Section 5.08 REMIC Related Covenants......................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates.............................................
Section 6.02 Registration of Transfer and Exchange of Certificates........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 6.04 Persons Deemed Owners........................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Servicer......
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 - Form of Face of Class A-1 Certificate
Exhibit A-2 - Form of Face of Class A-2 Certificate
Exhibit A-3 - Form of Face of Class A-3 Certificate
Exhibit A-4 - Form of Face of Class A-4 Certificate
Exhibit A-P - Form of Face of Class A-P Certificate
Exhibit A-R - Form of Face of Class A-R Certificate
Exhibit B-1 - Form of Face of Class B-1 Certificate
Exhibit B-2 - Form of Face of Class B-2 Certificate
Exhibit B-3 - Form of Face of Class B-3 Certificate
Exhibit B-4 - Form of Face of Class B-4 Certificate
Exhibit B-5 - Form of Face of Class B-5 Certificate
Exhibit B-6 - Form of Face of Class B-6 Certificate
Exhibit C - Form of Reverse of all Certificates....................
Exhibit D - Mortgage Loan Schedule.................................
Exhibit E - Request for Release of Documents.......................
Exhibit F - Form of Certification of Establishment of Account......
Exhibit G-1 - Form of Transferor's Certificate.......................
Exhibit G-2A - Form 1 of Transferee's Certificate.....................
Exhibit G-2B - Form 2 of Transferee's Certificate.....................
Exhibit H - Form of Transferee Representation Letter
- for ERISA Restricted Certificates......................
Exhibit I - Form of Affidavit Regarding Transfer of Residual
Certificate............................................
Exhibit J - Contents of Servicing File.............................
Exhibit K - Form of Special Servicing Agreement....................
Exhibit L - List of Recordation States.............................
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated September 26, 2002 is
hereby executed by and among BANK OF AMERICA MORTGAGE SECURITIES, INC., as
depositor (together with its permitted successors and assigns, the "Depositor"),
BANK OF AMERICA, N.A., as servicer (together with its permitted successors and
assigns, the "Servicer"), and THE BANK OF NEW YORK, as trustee (together with
its permitted successors and assigns, the "Trustee").
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the
Trust Estate to the Trustee to create the Trust. The Trust Estate for federal
income tax purposes will be treated as a real estate mortgage investment conduit
(the "REMIC"). The Class A Certificates (other than the Class A-R Certificate)
and the Class B Certificates are referred to collectively as the "Regular
Certificates" and shall constitute "regular interests" in the REMIC. The Class
A-R Certificate shall be the "residual interest" in the REMIC. The Certificates
will represent the entire beneficial ownership interest in the Trust. The
"latest possible maturity date" for federal income tax purposes of all interests
created hereby will be the REMIC Certificate Maturity Date.
The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which the Classes of Certificates shall be issuable (except that one
Certificate of each Class of Certificates may be issued in any amount in excess
of the minimum denomination):
Integral
Initial Class Pass- Multiples
Certificate Through Minimum in Excess
Classes Balance Rate Denomination of Minimum
------- --------------- ------- ------------ ----------
Class A-1 $137,687,000.00 (1) $ 1,000 $ 1
Class A-2 $341,000,000.00 (2) $ 1,000 $ 1
Class A-3 $ 75,000,000.00 (2) $ 1,000 $ 1
Class A-4 $ 2,025,000.00 (2) $ 1,000 $ 1
Class A-P $ 358,269.00 (3) $25,000 $ 1
Class A-R $ 100.00 (4) $ 100 N/A
Class B-1 $ 7,144,000.00 (4) $25,000 $ 1
Class B-2 $ 3,143,000.00 (4) $25,000 $ 1
Class B-3 $ 2,286,000.00 (4) $25,000 $ 1
Class B-4 $ 857,000.00 (4) $25,000 $ 1
Class B-5 $ 858,000.00 (4) $25,000 $ 1
Class B-6 $ 1,143,075.00 (4) $25,000 $ 1
---------------
(1) For each Distribution Date occurring prior to and including the Distribution
Date in March 2006, interest will accrue on these Certificates at the rate of
2.995% per annum. For each Distribution Date after the Distribution Date in
March 2006 and prior to the Distribution Date in September 2007, interest will
accrue on these Certificates at a per annum rate equal to the Adjusted Net WAC
of the Mortgage Loans minus 1.417231%. For each Distribution Date occurring on
and after the Distribution Date in September 2007, interest will accrue on these
Certificates at a per annum rate equal to the weighted average of the Net
Mortgage Interest Rates of the Mortgage Loans (based on the Stated Principal
Balances of the Mortgage Loans on the Due Date in the month preceding the month
of such Distribution Date).
(2) For each Distribution Date occurring prior to and including the Distribution
Date in March 2006, interest will accrue on these Certificates at the rate of
4.879% per annum. For each Distribution Date after the Distribution Date in
March 2006 and prior to the Distribution Date in September 2007, interest will
accrue on these Certificates at a per annum rate equal to the Adjusted Net WAC
of the Mortgage Loans plus 0.466769%. For each Distribution Date occurring on
and after the Distribution Date in September 2007, interest will accrue on these
Certificates at a per annum rate equal to the weighted average of the Net
Mortgage Interest Rates of the Mortgage Loans (based on the Stated Principal
Balances of the Mortgage Loans on the Due Date in the month preceding the month
of such Distribution Date).
(3) The Class A-P Certificates will be Principal-Only Certificates and will
receive only distributions of principal until and including the Distribution
Date in August 2007. For the Distribution Date in September 2007 and thereafter,
interest will accrue on the Class A-P Certificates at a per annum rate equal to
the weighted average of the Net Mortgage Interest Rates of the Mortgage Loans
(based on the Stated Principal Balances of the Mortgage Loans on the Due Date in
the month preceding the month of such Distribution Date).
(4) For each Distribution Date occurring prior to and including the Distribution
Date in March 2006, interest will accrue on these Certificates at the rate of
4.412231% per annum. For each Distribution Date after the Distribution Date in
March 2006 and prior to the Distribution Date in September 2007, interest will
accrue on these Certificates at a per annum rate equal to the Adjusted Net WAC
of the Mortgage Loans. For each Distribution Date occurring on and after the
Distribution Date in September 2007, interest will accrue on these Certificates
at a per annum rate equal to the weighted average of the Net Mortgage Interest
Rates of the Mortgage Loans (based on the Stated Principal Balances of the
Mortgage Loans on the Due Date in the month preceding the month of such
Distribution Date).
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class, one month's interest accrued during the related Interest
Accrual Period at the applicable Pass-Through Rate on the applicable Class
Certificate Balance.
Adjusted Net WAC: As to any Distribution Date, the fraction,
expressed as a percentage, equal to (A) the sum of the product, for each
Mortgage Loan, of (i) the Net Mortgage Interest Rate for such Mortgage Loan
multiplied by (ii) the Stated Principal Balance of such Mortgage Loan on the Due
Date of the month preceding the month of such Distribution Date divided by (B)
the sum of the product, for each Mortgage Loan, of (i) the Non-Ratio Strip
Percentage for such Mortgage Loan multiplied by (ii) the Stated Principal
Balance of such Mortgage Loan on the Due Date of the month preceding the month
of such Distribution Date.
Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Pool Principal Balance of the Mortgage Loans minus the sum of (i)
all amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to Holders of Certificates on such
Distribution Date and all prior Distribution Dates and (ii) the principal
portion of all Realized Losses (other than Debt Service Reductions) incurred on
the Mortgage Loans from the Cut-Off Date through the end of the month preceding
such Distribution Date.
Adjusted Pool Amount (Ratio Strip Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans: the product of (i) the Ratio Strip Percentage
for each such Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date
Principal Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in
respect of principal received in respect of such Mortgage Loan (including,
without limitation, amounts received as Monthly Payments, Periodic Advances,
Principal Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts)
and distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (y) the principal portion of any Realized Loss
(other than a Debt Service Reduction) incurred on such Mortgage Loan from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date,
the total of the amounts held in the Servicer Custodial Account at the close of
business on the preceding Determination Date on account of (i) Principal
Prepayments and Liquidation Proceeds received or made in the month of such
Distribution Date and (ii) payments which represent receipt of Monthly Payments
in respect of a Due Date or Due Dates subsequent to the related Due Date.
Appraised Value: With respect to any Mortgaged Property, either (i)
the lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan and (b) the sales price for such
property, except that, in the case of Mortgage Loans the proceeds of which were
used to refinance an existing mortgage loan, the Appraised Value of the related
Mortgaged Property is the appraised value thereof determined in an appraisal
obtained at the time of refinancing, or (ii) the appraised value determined in
an appraisal made at the request of a Mortgagor subsequent to origination in
order to eliminate the Mortgagor's obligation to keep a Primary Mortgage
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.
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.
Buy-Down Account: The separate Eligible Account or Accounts created
and maintained by the Servicer pursuant to Section 3.23.
Buy-Down Agreement: An agreement governing the application of
Buy-Down Funds with respect to a Buy-Down Mortgage Loan.
Buy-Down Funds: Money advanced by a builder, seller or other
interested party to reduce a Mortgagor's monthly payment during the initial
years of a Buy-Down Mortgage Loan.
Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which,
pursuant to a Buy-Down Agreement, the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided from Buy-Down Funds.
Calculated Principal Distribution: As defined in Section 5.03(d).
Certificate: Any of the Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 2002-J that are issued pursuant to
this Agreement.
Certificate Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.08(c) in the name of the Trustee
for the benefit of the Certificateholders and designated "The Bank of New York,
in trust for registered holders of Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 2002-J." Funds in the Certificate
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement.
Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the product of the Percentage
Interest of such Certificate and the Class Certificate Balance of the Class of
Certificates of which such Certificate is a part.
Certificate Custodian: Initially, The Bank of New York; thereafter
any other Certificate Custodian acceptable to the Depository and selected by the
Trustee.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to Section
6.02.
Certificate Registrar: The registrar appointed pursuant to Section
6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, the Servicer or any affiliate thereof shall be deemed not
to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the Trustee
shall not be responsible for knowing that any Certificate is registered in the
name of such an affiliate unless one of its Responsible Officers has actual
knowledge.
Class: As to the Certificates, the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-P, Class A-R, Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates, as the case may be.
Class A Certificates: The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-P and Class A-R Certificates.
Class A-3 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balance of the Class A-3 Certificates would be reduced as a result
of the allocation of any Realized Loss to such Class pursuant to Section
5.03(a)(i) or the allocation of any reduction pursuant to Section 5.03(b) to
such Class, in each case without regard to the operation of Section 5.03(e).
Class A-4 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class A-4 Certificates with respect to such
Distribution Date prior to any reduction for the Class A-4 Loss Allocation
Amount and (b) the sum of the Class A-3 Loss Amount with respect to such
Distribution Date.
Class B Certificates: The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates.
Class Certificate Balance: With respect to any Class and any date of
determination, the Initial Class Certificate Balance of such Class minus the sum
of (i) all distributions of principal made with respect thereto, (ii) all
Realized Losses allocated thereto pursuant to Section 5.03(a), (iii) all other
reductions in Class Certificate Balance previously allocated thereto pursuant to
Section 5.03(b), and (iv) in the case of the Class A-4 Certificates, any
reduction allocated thereto pursuant to Section 5.03(e).
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, the amount by which Accrued Certificate Interest for
such Class (as reduced pursuant to Section 5.02(c)) exceeds the amount of
interest actually distributed on such Class on such Distribution Date pursuant
to clause (i) of the definition of "Interest Distribution Amount."
Class Unpaid Interest Shortfall: As to any Distribution Date and
each interest-bearing Class, the amount by which the aggregate Class Interest
Shortfalls for such Class on prior Distribution Dates exceeds the amount of
interest actually distributed on such Class on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Interest Distribution Amount."
Closing Date: September 26, 2002.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: As defined in Section 3.17.
Conversion Date: The date on which a Mortgage Loan becomes a
Converted Mortgage Loan.
Converted Mortgage Loan: Any Mortgage Loan as to which the related
Mortgagor has exercised its option pursuant to the related Mortgage Note to
convert the adjustable rate of interest on such Mortgage Loan to a fixed rate of
interest.
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 0 Xxxx
Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust - MBS
(Fax: (000) 000-0000).
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 9.12. The Custodian
may (but need not) be the Trustee or any Person directly or indirectly
controlling or controlled by or under common control of either of them. Neither
the Servicer nor the Depositor, nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Customary Servicing Procedures: With respect to the Servicer,
procedures (including collection procedures) that the Servicer customarily
employs and exercises in servicing and administering mortgage loans for its own
account and which are in accordance with accepted mortgage servicing practices
of prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located.
Cut-Off Date: September 1, 2002.
Cut-Off Date Pool Principal Balance: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans which is $571,492,445.76.
Cut-Off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-Off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
proceeding initiated by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payment due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-Off
Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became
the subject of a Debt Service Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to be
cured, repurchased or substituted for pursuant to Sections 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination
Date, the excess of (i) the then outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-Off
Date.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the
subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Bank of America Mortgage Securities, Inc., a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.
Depository: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: As to any Distribution Date, the 16th day of the
month of the related Distribution Date or, if such 16th day is not a Business
Day, the Business Day immediately preceding such 16th day.
Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage
Interest Rate as of the Closing Date that is less than 4.412231% per annum.
Distribution Date: The 25th day of each month beginning in October
2002 (or, if such day is not a Business Day, the next Business Day).
Due Date: As to any Distribution Date and each Mortgage Loan, the
first day in the calendar month of such Distribution Date.
Eligible Account: Any of (i) an account or accounts maintained with
(a) Bank of America, N.A., or (b) a federal or state chartered depository
institution or trust company the short-term unsecured debt obligations of which
(or, in the case of a depository institution or trust company that is the
principal subsidiary of a holding company, the debt obligations of such holding
company) have the highest short-term ratings of each Rating Agency at the time
any amounts are held on deposit therein, or (ii) an account or accounts in a
depository institution or trust company in which such accounts are insured by
the FDIC (to the limits established by the FDIC) and the uninsured deposits in
which accounts are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account or
accounts maintained with the trust department of a federal or state chartered
depository institution or trust company, acting in its fiduciary capacity or
(iv) any other account acceptable to each Rating Agency. Eligible Accounts may
bear interest and may include, if otherwise qualified under this definition,
accounts maintained with the Trustee.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any Class B-4, Class B-5 or Class B-6
Certificate.
Escrow Account: As defined in Section 3.09.
Escrow Payments: The amounts constituting taxes, assessments,
Primary Mortgage 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 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 Ratings, or any successor thereto.
FNMA: Xxxxxx Xxx, or any successor thereto.
Fractional Interest: As defined in Section 5.02(d).
Gross Margin: As to each Mortgage Loan, the fixed percentage set
forth in the related Mortgage Note and indicated in the Mortgage Loan Schedule
as the "Gross Margin," which percentage is added to the Index on each Rate
Adjustment Date to determine (subject to rounding, the Periodic Cap and the
Lifetime Cap) the Mortgage Interest Rate on such Mortgage Loan until the next
Rate Adjustment Date.
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.
Index: As to any Mortgage Loan and Rate Adjustment Date, a rate per
annum that is defined to be the arithmetic mean of the London interbank offered
rate quotations for one year U.S. Dollar-denominated deposits, as published in
The Wall Street Journal and most recently available either (i) as of the first
Business Day in the month preceding the month of the applicable Adjustment Date
or (ii) forty-five days before the applicable Adjustment Date or, in the event
that such index is no longer available, a substitute index selected by the
Servicer in accordance with the terms of the related Mortgage Note.
Initial Class Certificate Balance: As to each Class of Certificates,
the Class Certificate Balance set forth in the Preliminary Statement.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, together with all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class
of Certificates (other than the Class A-P Certificates until the September 2007
Distribution Date), the period from and including the first day of the calendar
month preceding the calendar month of such Distribution Date to but not
including the first day of the calendar month of such Distribution Date.
Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class (other than the Class A-P Certificates prior to the
September 2007 Distribution Date), 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.
Lifetime Cap: As to any Mortgage Loan, the maximum Mortgage Interest
Rate set forth in the related Mortgage Note and indicated in the Mortgage Loan
Schedule.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
Servicer has certified (in accordance with this Agreement) that it has received
all proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date
of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on a Mortgaged Property securing a Mortgage Note or creating a first
lien on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
of interest at which interest accrues on the principal balance of such Mortgage
Loan, as adjusted from time to time in accordance with the provisions of the
related Mortgage Note, which rate is (a) prior to the first Rate Adjustment Date
for each such Mortgage Loan, the initial Mortgage Interest Rate for such
Mortgage Loan indicated on the Mortgage Loan Schedule and (b) from and after
such Rate Adjustment Date, the sum of the Index, as of the Rate Adjustment Date
applicable to such Due Date, and the Gross Margin, rounded as set forth in such
Mortgage Note, subject to the Periodic Cap and the Lifetime Cap applicable to
such Mortgage Loan at any time during the life of such Mortgage Loan.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated September 26, 2002, between the Bank of America, N.A., as
seller, and the Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Servicer to reflect the addition of Substitute Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the provisions of
this Agreement) transferred to the Trustee as part of the Trust Estate and from
time to time subject to this Agreement, attached hereto as Exhibit D, setting
forth the following information with respect to each Mortgage Loan: (i) the
Mortgage Loan identifying number; (ii) a code indicating whether the Mortgaged
Property is owner-occupied; (iii) the property type for each Mortgaged Property;
(iv) the original months to maturity or the remaining months to maturity from
the Cut-Off Date; (v) the Loan-to-Value Ratio at origination; (vi) the Mortgage
Interest Rate as of the Cut-Off Date; (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;
(xv) the Appraised Value; (xvi) the first Rate Adjustment Date; (xvii) the Rate
Ceiling; (xviii) the Periodic Cap; (xix) the Gross Margin; and (xx) whether such
Mortgage Loan has an option to convert from an adjustable rate of interest to a
fixed rate of interest. 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-Ratio Strip 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
4.412231%. As to any Mortgage Loan that is not a Discount Mortgage Loan, 100%.
Non-Ratio Strip Principal Amount: As to any Distribution Date, the
sum of the applicable Non-Ratio Strip Percentage of (a) the principal portion of
each Monthly Payment due on each Mortgage Loan on the related Due Date, (b) the
Stated Principal Balance, as of the date of repurchase, of each Mortgage Loan
that was repurchased by the Depositor pursuant to this Agreement as of such
Distribution Date, (c) any Substitution Adjustment Amount in connection with a
Defective Mortgage Loan received with respect to such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received during the calendar month preceding the month of
such Distribution Date with respect to such Mortgage Loan and (f) all Principal
Prepayments received during the calendar month preceding the month of such
Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls exceeds
Compensating Interest for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the Servicer, will not or,
in the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, or other recoveries in respect
of the related Mortgage Loan.
Offered Certificates: The Class A, Class B-1, Class B-2 and Class
B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or the
Servicer, as the case may be, and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, who may be counsel for the Depositor or the Servicer, except that any
opinion of counsel relating to the qualification of the Trust Estate as a REMIC
or compliance with the REMIC Provisions must be an opinion of Independent
counsel.
Original Fractional Interest: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:
Class B-1 1.45%
Class B-2 0.90%
Class B-3 0.50%
Class B-4 0.35%
Class B-5 0.20%
Class B-6 0.00%
Original Subordinate Certificate Balance: $15,431,075.00.
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, 2.04 or 2.09.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate described in the Preliminary Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate, the percentage obtained
by dividing the initial Certificate Balance of such Certificate by the Initial
Class Certificate Balance of the Class of which such Certificate is a part.
Periodic Advance: The payment required to be made by the Servicer
with respect to any Distribution Date pursuant to Section 3.20, the amount of
any such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) that were due
on the related Due Date and not received as of the close of business on the
related Determination Date, less the aggregate amount of any such delinquent
payments that the Servicer has determined would constitute a Nonrecoverable
Advance if advanced.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate for each Rate Adjustment Date specified
in the applicable Mortgage Note and designated as such in the Mortgage Loan
Schedule.
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 "A-1" by S&P and "F-1" by Fitch;
(iv) commercial paper (having original maturities of not more than
365 days) of any corporation incorporated under the laws of the United
States or any state thereof which is rated not lower than "A-1" by S&P and
"F-1" by Fitch;
(v) investments in money market funds (including funds of the
Trustee or its affiliates, or funds for which an affiliate of the Trustee
acts as advisor, as well as funds for which the Trustee and its affiliates
may receive compensation) rated either "AAAm" or "AAAm G" by S&P and "AAA"
by Fitch or otherwise approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
Servicer, will not affect the qualification of the Trust Estate as a
REMIC;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States,
or any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) (except certain farmers' cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code
Section 1381(a)(2)(C), (v) a Person with respect to whom the income on a
Residual Certificate is allocable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of such Person or
any other Person, and (vi) any other Person so designated by the Servicer based
on an Opinion of Counsel to the effect that any transfer to such Person may
cause the Trust or any other Holder of a Residual Certificate to incur tax
liability that would not be imposed other than on account of such transfer. The
terms "United States," "State" and "international organization" shall have the
meanings set forth in Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Physical Certificates: The Class A-R, Class B-4, Class B-5 and Class
B-6 Certificates.
Plan: As defined in Section 6.02(e).
Pool Distribution Amount: As to any Distribution Date, the excess of
(a) the sum of (i) the aggregate of (A) the interest portion of any Monthly
Payment (net of the Servicing Fee) and the principal portion of any Monthly
Payment due on the Due Date in the month in which such Distribution Date occurs
and which is received prior to the related Determination Date and (B) all
Periodic Advances and payments of Compensating Interest made by the Servicer in
respect of such Distribution Date deposited to the Servicer Custodial Account
pursuant to Section 3.08(b)(vii); (ii) all Liquidation Proceeds received during
the preceding calendar month and deposited to the Servicer Custodial Account
pursuant to Section 3.08(b)(iii); (iii) all Principal Prepayments received
during the month preceding the month of such Distribution Date and deposited to
the Servicer Custodial Account pursuant to Section 3.08(b)(i) during such
period; (iv) in connection with Defective Mortgage Loans, as applicable, the
aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited
on the related Remittance Date pursuant to Section 3.08(b)(vi); and (v) any
other amounts in the Servicer Custodial Account deposited therein pursuant to
Sections 3.08(b)(iv), (v) and (viii) in respect of such Distribution Date; over
(b) any (i) amounts permitted to be withdrawn from the Servicer Custodial
Account pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a) and
(ii) amounts permitted to be withdrawn from the Certificate Account pursuant to
clauses (i) and (ii) of Section 3.11(b).
Pool Stated Principal Balance: As to any Distribution Date, the
aggregate Stated Principal Balances of all Mortgage Loans that were Outstanding
Mortgage Loans immediately following the Due Date in the month preceding the
month in which such Distribution Date occurs.
Premium Mortgage Loan: Any Mortgage Loan with a Net Mortgage
Interest Rate as of the Closing Date that is equal to or more than 4.412231% per
annum.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding such Distribution Date, the amount, if any, by which one month's
interest at the related Mortgage Interest Rate (net of the Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.
Primary Mortgage 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-P
Certificates are Principal-Only Certificate until the September 2007
Distribution Date.
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 B-4, Class B-5 and Class B-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates that is not a Restricted Class, the portion of the
Subordinate Principal Distribution Amount allocable to such Class, equal to the
product of the Subordinate Principal Distribution Amount for such Distribution
Date and a fraction, the numerator of which is the related Class Certificate
Balance thereof and the denominator of which is the aggregate Class Certificate
Balance of the Subordinate Certificates that are not Restricted Classes. The Pro
Rata Share of a Restricted Class shall be 0%.
Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of FNMA or FHLMC.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date on
which date an adjustment to the Mortgage Interest Rate of such Mortgage Loan
becomes effective under the related Mortgage Note, which Due Date is the date
set forth in the Mortgage Loan Schedule as the first Rate Adjustment Date and
each subsequent anniversary thereof.
Rate Ceiling: The maximum per annum Mortgage Interest Rate permitted
under the related Mortgage Note.
Rating Agency: Each of S&P and Fitch. 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.
Ratio Strip Deferred Amount: As to any Distribution Date, the
aggregate of the applicable Ratio Strip Percentage of each Realized Loss to be
allocated to the Class A-P Certificates on such Distribution Date or previously
allocated to the Class A-P Certificates and not yet paid to the Holders of the
Class A-P Certificates pursuant to Section 5.02(a)(iii) and the amount (without
duplication) of any reduction in the Class Certificate Balance of the Class A-P
Certificates pursuant to Section 5.03(b).
Ratio Strip Percentage: As to any Discount Mortgage Loan, 100% minus
the Non-Ratio Strip Percentage for such Mortgage Loan. As to any Mortgage Loan
that is not a Discount Mortgage Loan, 0%.
Ratio Strip Principal Amount: As to any Distribution Date, the sum
of the applicable Ratio Strip Percentage of (a) the principal portion of each
Monthly Payment due on each Mortgage Loan on the related Due Date, (b) the
Stated Principal Balance, as of the date of repurchase, of each Mortgage Loan
that was repurchased by the related Seller or the Depositor pursuant to this
Agreement as of such Distribution Date, (c) any Substitution Adjustment Amount
in connection with any Defective Mortgage Loan received with respect to such
Distribution Date, (d) any Liquidation Proceeds allocable to recoveries of
principal of Mortgage Loans that are not yet Liquidated Mortgage Loans received
during the calendar month preceding the month of such Distribution Date, (e)
with respect to each Mortgage Loan that became a Liquidated Mortgage Loan during
the calendar month preceding the month of such Distribution Date, the amount of
Liquidation Proceeds allocable to principal received with respect to such
Mortgage Loan during the calendar month preceding the month of such Distribution
Date with respect to such Mortgage Loan and (f) all Principal Prepayments
received during the calendar month preceding the month of such Distribution
Date.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Record Date: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month of the related
Distribution Date.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act or comparable state legislation, 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 and as to any Converted Mortgage Loan
repurchased on any date pursuant to Section 2.09, an amount equal to the sum of
(i) the unpaid principal balance thereof and (ii) the unpaid accrued interest
thereon at the applicable Mortgage Interest Rate from the Due Date to which
interest was last paid by the Mortgagor to the first day of the month following
the month in which such Mortgage Loan became eligible to be repurchased.
Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian on behalf of the Trustee, substantially
in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.
Residual Certificate: The Class A-R Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
Seller: Bank of America, N.A., a national banking association, or
its successor in interest, as seller of the Mortgage Loans under the Mortgage
Loan Purchase Agreement.
Senior Certificates: The Class A Certificates.
Senior Credit Support Depletion Date: The date on which the
aggregate Class Certificate Balance of the Subordinate Certificates is reduced
to zero.
Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing the aggregate
Class Certificate Balance of the Senior Certificates (other than the Class A-P
Certificates) immediately prior to such Distribution Date by the aggregate Class
Certificate Balance of all Classes of Certificates (other than the Class A-P
Certificates) immediately prior to such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date during the
seven years beginning on the first Distribution Date, 100%. The Senior
Prepayment Percentage for any Distribution Date occurring on or after the
seventh year anniversary of the first Distribution Date will, except as provided
herein, be as follows: for any Distribution Date in the first year thereafter,
the Senior Percentage plus 70% of the Subordinate Percentage for such
Distribution Date; for any Distribution Date in the second year thereafter, the
Senior Percentage plus 60% of the Subordinate Percentage for such Distribution
Date; for any Distribution Date in the third year thereafter, the Senior
Percentage plus 40% of the Subordinate Percentage for such Distribution Date;
for any Distribution Date in the fourth year thereafter, the Senior Percentage
plus 20% of the Subordinate Percentage for such Distribution Date; and for any
Distribution Date in the fifth or later years thereafter, the Senior Percentage
for such Distribution Date, unless (i) on any of the foregoing Distribution
Dates the Senior Percentage exceeds the initial Senior Percentage, in which case
the Senior Prepayment Percentage for such Distribution Date will once again
equal 100%, (ii) on any Distribution Date before the Distribution Date occurring
in October 2005, the Subordinate Percentage for such Distribution Date is
greater than or equal to twice the initial Subordinate Percentage, in which case
the Senior Prepayment Percentage for such Distribution Date will equal the
Senior Percentage plus 50% of the Subordinate Percentage or (iii) on any
Distribution Date occurring after the Distribution Date in October 2005, the
Subordinate Percentage for such Distribution Date is greater than or equal to
twice the initial Subordinate Percentage, in which case the Senior Prepayment
Percentage for such Distribution Date will equal the Senior Percentage.
Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage
will occur and the Senior Prepayment Percentage will be calculated without
regard to clause (ii) or (iii) in the preceding sentence unless both of the
Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution Date,
the sum of (i) the Senior Percentage of the applicable Non-Ratio Strip
Percentage of all amounts described in clauses (a) through (d) of the definition
of "Non-Ratio Strip Principal Amount" for such Distribution Date and (ii) the
Senior Prepayment Percentage of the applicable Non-Ratio Strip Percentage of the
amounts described in clauses (e) and (f) of the definition of "Non-Ratio Strip
Principal Amount" for such Distribution Date.
Senior Step Down Conditions: As of any Distribution Date as to which
any decrease in the Senior Prepayment Percentage applies, (i) the outstanding
principal balance of all Mortgage Loans (including, for this purpose, any
Mortgage Loans in foreclosure or any REO Property) delinquent 60 days or more,
as a percentage of the aggregate Class Certificate Balance of the Subordinate
Certificates (averaged over the preceding six-month period), is not equal to or
greater than 50% or (ii) cumulative Realized Losses with respect to the Mortgage
Loans as of the applicable Distribution Date do not exceed the percentages of
the Original Subordinate Certificate Balance set forth below:
Percentage of Original
Distribution Date Occurring In Subordinate Certificate Balance
------------------------------ -------------------------------
October 2002 through September 2005 20%
October 2005 through September 2010 30%
October 2010 through September 2011 35%
October 2011 through September 2012 40%
October 2012 through September 2013 45%
October 2013 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 until and
including the August 2007 Distribution Date, the per annum rate equal to (i) the
related Mortgage Interest Rate on the Closing Date less (ii) the sum of
4.412231% and the Trustee Fee Rate; provided, however, that the Servicing Fee
Rate will not be less than 0.25% per annum with respect to any Mortgage Loan.
The Servicing Rate with respect to each Mortgage Loan after the August 2007
Distribution Date will be 0.25% per annum.
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.
Similar Law: As defined in Section 6.02(e).
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor thereto.
Stated Principal Balance: As to any Mortgage Loan and date, the
unpaid principal balance of such Mortgage Loan as of the Due Date immediately
preceding such date as specified in the amortization schedule at the time
relating thereto (before any adjustment to such amortization schedule by reason
of any moratorium or similar waiver or grace period) after giving effect to any
previous partial Principal Prepayments and Liquidation Proceeds allocable to
principal (other than with respect to any Liquidated Mortgage Loan) and to the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor, and after giving effect to any Deficient
Valuation.
Subordinate Certificates: The Class B Certificates.
Subordinate Percentage: As of any Distribution Date, 100% minus the
Senior Percentage for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date, 100%
minus the Senior Prepayment Percentage for such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the sum of (i) the Subordinate Percentage
of the applicable Non-Ratio Strip Percentage of all amounts described in clauses
(a) through (d) of the definition of "Non-Ratio Strip Principal Amount" for such
Distribution Date and (ii) the Subordinate Prepayment Percentage of the
applicable Non-Ratio Strip Percentage of the amounts described in clauses (e)
and (f) of the definition of "Non-Ratio Strip Principal Amount" for such
Distribution Date.
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 Gross Margin equal to that of the Defective Mortgage
Loan; (v) have a Periodic Cap and Rate Ceiling equal to that of the Defective
Mortgage Loan; (vi) have the same Index and frequency of mortgage interest rate
adjustment as the Deleted Mortgage Loan; (vii) have a remaining term to maturity
not greater than (and not more than one year less than) that of the Defective
Mortgage Loan; and (viii) comply with each Mortgage Loan representation and
warranty set forth in the Sale Agreement relating to the Defective Mortgage
Loan. More than one Substitute Mortgage Loan may be substituted for a Defective
Mortgage Loan if such Substitute Mortgage Loans meet the foregoing attributes in
the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Tax Matters Person: The person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement.
Trust Estate: The corpus of the Trust created to the extent
described herein, consisting of the Mortgage Loans, such assets as shall from
time to time be identified as deposited in the Servicer Custodial Account or the
Certificate Account, in accordance with this Agreement, REO Property, the
Primary Mortgage Insurance Policies, any other Required Insurance Policy and the
right to receive amounts, if any, payable on behalf of any Mortgagor from the
Buy-Down Account relating to any Buy-Down Mortgage Loan. The Buy-Down Account
shall not be part of the Trust Estate.
Trustee: The Bank of New York, and its successors-in-interest and,
if a successor trustee is appointed hereunder, such successor, as trustee.
Trustee Fee: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal
Balance of the Mortgage Loans immediately following the Due Date in the month
preceding the month in which such Distribution Date occurs.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0030% per
annum.
Underwriting Guidelines: The underwriting guidelines of Bank of
America, X.X.
X.X. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holder of
the Residual Certificate, and (b) the remaining Voting Rights shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.
Section 1.02 Interest Calculations. All calculations of interest
will be made on a 360-day year consisting of twelve 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest xxxxx with one-half
of one xxxxx being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the
Trustee on behalf of the Trust for the benefit of the Certificateholders,
without recourse, all the right, title and interest of the Depositor in and to
the Mortgage Loans, including all interest and principal received on or with
respect to the Mortgage Loans (other than payments of principal and interest due
and payable on the Mortgage Loans on or before the Cut-Off Date). The foregoing
sale, transfer, assignment and set over does not and is not intended to result
in a creation of an assumption by the Trustee of any obligation of the Depositor
or any other Person in connection with the Mortgage Loans or any agreement or
instrument relating thereto, except as specifically set forth herein.
(b) In connection with such transfer and assignment, the Depositor
has delivered or caused to be delivered to the Trustee, for the benefit of the
Certificateholders, the following documents or instruments with respect to each
Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of The Bank of New
York, as Trustee, without recourse," with all necessary intervening
endorsements showing a complete chain of endorsement from the originator
to the Trustee (each such endorsement being sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note);
(ii) except as provided below, the original recorded Mortgage with
evidence of a recording thereon, or if any such Mortgage has not been
returned from the applicable recording office or has been lost, or if such
public recording office retains the original recorded Mortgage, a copy of
such Mortgage certified by the Depositor as being a true and correct copy
of the Mortgage;
(iii) subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "Bank of America Mortgage Securities,
Inc. Mortgage Pass-Through Certificates, Series 0000-X, Xxx Xxxx xx Xxx
Xxxx, as trustee for the holders of the Certificates" (which may be
included in a blanket assignment or assignments), together with, except as
provided below, originals of all interim recorded assignments of such
mortgage or a copy of such interim assignment certified by the Depositor
as being a true and complete copy of the original recorded intervening
assignments of Mortgage (each such assignment, when duly and validly
completed, to be in recordable form and sufficient to effect the
assignment of and transfer to the assignee thereof, under the Mortgage to
which the assignment relates); provided that, if the related Mortgage has
not been returned from the applicable public recording office, such
Assignment of Mortgage may exclude the information to be provided by the
recording office; and provided, further, if the related Mortgage has been
recorded in the name of Mortgage Electronic Registration Systems, Inc.
("MERS") or its designee, no Assignment of Mortgage in favor of the
Trustee will be required to be prepared or delivered and instead, the
Servicer shall take all actions as are necessary to cause the Trust to be
shown as the owner of the related Mortgage Loan on the records of MERS for
purposes of the system of recording transfers of beneficial ownership of
mortgages maintained by MERS;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v) the original or duplicate original mortgagee title insurance
policy and all riders thereto;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan which is secured by a residential
long-term lease, a copy of the lease with evidence of recording indicated
thereon, or, if the lease is in the process of being recorded, a photocopy
of the lease, certified by an officer of the respective prior owner of
such Mortgage Loan or by the applicable title insurance company,
closing/settlement/escrow agent or company or closing attorney to be a
true and correct copy of the lease transmitted for recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the originals
of the following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement;
(F) The executed UCC-1 financing statement with evidence
of recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee with
evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank and has caused the Servicer to retain the completed Assignment of Mortgage
for recording as described below, unless such Mortgage has been recorded in the
name of MERS or its designee. In addition, if the Depositor is unable to deliver
or cause the delivery of any original Mortgage Note due to the loss of such
original Mortgage Note, the Depositor may deliver a copy of such Mortgage Note,
together with a lost note affidavit, and shall thereby be deemed to have
satisfied the document delivery requirements of this Section 2.01(b). 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 as of the date of substitution is less than the aggregate Stated
Principal Balance of all such Defective Mortgage Loans (after application of the
principal portion of the Monthly Payments due in the month of substitution) (the
"Substitution Adjustment Amount") plus an amount equal to the aggregate of any
unreimbursed Advances with respect to such Defective Mortgage Loans shall be
deposited into the Certificate Account by the Depositor on or before the
Remittance Date for the Distribution Date in the month succeeding the calendar
month during which the related Mortgage Loan is required to be purchased or
replaced hereunder.
The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. The Servicer shall promptly deliver
to the Trustee, upon the execution or, in the case of documents requiring
recording, receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into the Servicer's possession from time
to time.
It is understood and agreed that the obligation of the Depositor to
substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee and any Certificateholder against the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall be
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine that they are
genuine, enforceable, or appropriate for the represented purpose or that they
are other than what they purport to be on their face or (ii) to determine
whether any Mortgage File should include any of the documents specified in
Section 2.01(b)(iv), (vi), (vii) and (viii).
Section 2.03 Representations, Warranties and Covenants of the
Servicer.
The Servicer hereby makes the following representations and
warranties to the Depositor and the Trustee, as of the Closing Date:
(i) The Servicer is a national banking association duly organized,
validly existing, and in good standing under the federal laws of the
United States of America and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good
standing in each of the states where a Mortgaged Property is located if
the laws of such state require licensing or qualification in order to
conduct business of the type conducted by the Servicer. The Servicer has
power and authority to execute and deliver this Agreement and to perform
in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant
to this Agreement) by the Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law.
All requisite corporate action has been taken by the Servicer to make this
Agreement valid and binding upon the Servicer in accordance with its
terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the Servicer is required or, if required, such
consent, approval, authorization or order has been or will, prior to the
Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer and will
not result in the breach of any term or provision of the charter or
by-laws of the Servicer or result in the breach of any term or provision
of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any agreement, indenture or loan or
credit agreement or other instrument to which the Servicer or its property
is subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is
subject.
(iv) There is no action, suit, proceeding or investigation pending
or, to the best knowledge of the Servicer, threatened against the Servicer
which, either individually or in the aggregate, would result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Servicer, or in any material impairment of the
right or ability of the Servicer to carry on its business substantially as
now conducted or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Servicer contemplated herein, or
which would materially impair the ability of the Servicer to perform under
the terms of this Agreement.
The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as to
the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee with
respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of
the date hereof or such other date set forth herein that as of the Closing Date:
(i) The information set forth in the Mortgage Loan Schedule is true
and correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges affecting the
lien priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage, and which have
been delivered to the Trustee; the substance of any such waiver,
alteration or modification has been approved by the insurer under the
Primary Mortgage Insurance Policy, if any, the title insurer, to the
extent required by the related policy, and is reflected on the Mortgage
Loan Schedule. No instrument of waiver, alteration or modification has
been executed, and no Mortgagor has been released, in whole or in part,
except in connection with an assumption agreement approved by the insurer
under the Primary Mortgage Insurance Policy, if any, the title insurer, to
the extent required by the policy, and which assumption agreement has been
delivered to the Trustee.
(iv) The Mortgage Note and the Mortgage are not subject to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto.
(v) All buildings upon the Mortgaged Property are insured by an
insurer generally acceptable to prudent mortgage lending institutions
against loss by fire, hazards of extended coverage and such other hazards
as are customary in the area the Mortgaged Property is located, pursuant
to insurance policies conforming to the requirements of Customary
Servicing Procedures and this Agreement. All such insurance policies
contain a standard mortgagee clause naming the originator of the Mortgage
Loan, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a
flood hazard map or flood insurance rate map issued by the Federal
Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
FNMA or FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(vi) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protections, equal credit
opportunity or disclosure laws applicable to the origination and servicing
of Mortgage Loan have been complied with.
(vii) The Mortgage has not been satisfied, canceled, subordinated or
rescinded, in whole or in part (other than as to Principal Prepayments in
full which may have been received prior to the Closing Date), and the
Mortgaged Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would effect
any such satisfaction, cancellation, subordination, rescission or release.
(viii) The Mortgage is a valid, existing and enforceable first lien
on the Mortgaged Property, including all improvements on the Mortgaged
Property subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of the public
record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and
which do not adversely affect the Appraised Value of the Mortgaged
Property, (C) if the Mortgaged Property consists of Co-op Shares, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation, and (D) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of
the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid, existing and enforceable first lien and first priority security
interest on the property described therein and the Depositor has the full
right to sell and assign the same to the Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the enforcement
of the rights of creditors and (B) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law.
(x) All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
have been duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully disbursed to
or for the account of the Mortgagor and there is no obligation for the
Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with.
All costs fees and expenses incurred in making or closing the Mortgage
Loan and the recording of the Mortgage have been paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due to the Mortgagee
pursuant to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, all parties which
have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held and disposed of such interest, were) in compliance with any and all
applicable "doing business" and licensing requirements of the laws of the
state wherein the Mortgaged Property is located.
(xiii) The Mortgage Loan is covered by an ALTA lender's title
insurance policy, acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (viii)(A) and (B) above) the Seller, its
successors and assigns as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan. The Depositor is the
sole insured of such lender's title insurance policy, and such lender's
title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender's title
insurance policy, and the Depositor has not done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy.
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or
event of acceleration, and the Seller has not waived any default, breach,
violation or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there had
been no mechanics' or similar liens or claims filed for work, labor or
material (and no rights are outstanding that under law could give rise to
such lien) affecting the relating Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the related
Mortgage.
(xvi) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and
no improvements on adjoining properties encroach upon the Mortgaged
Property.
(xvii) The Mortgage Loan was originated by a commercial bank or
similar banking institution which is supervised and examined by a federal
or state authority, or by a mortgagee approved by the Secretary of HUD.
(xviii) Principal payments on the Mortgage Loan commenced no more
than sixty days after the proceeds of the Mortgaged Loan were disbursed.
The Mortgage Loans are 20 to 30-year adjustable 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 more than 0.19% of the Mortgage Loans (by Cut-Off Date
Principal Balance) are Buy-Down Mortgage Loans.
(xxvi) The Mortgagor has received all disclosure materials required
by applicable law with respect to the making of mortgage loans of the same
type as the Mortgage Loan and rescission materials required by applicable
law if the Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Mortgage Loan with a Loan-to-Value Ratio at origination
in excess of 80% will be subject to a Primary Mortgage Insurance Policy,
issued by an insurer acceptable to FNMA or FHLMC, which insures that
portion of the Mortgage Loan in excess of the portion of the Appraised
Value of the Mortgaged Property required by FNMA. All provisions of such
Primary Mortgage Insurance Policy have been and are being complied with,
such policy is in full force and effect, and all premiums due thereunder
have been paid. Any Mortgage subject to any such Primary Mortgage
Insurance Policy obligates the Mortgagor thereunder to maintain such
insurance and to pay all premiums and charges in connection therewith at
least until Loan-to-Value Ratio of such Mortgage Loan is reduced to less
than 80%. The Mortgage Interest Rate for the Mortgage Loan does not
include any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the date of
origination of the Mortgage Loan, (A) the Mortgaged Property is lawfully
occupied under applicable law, (B) all inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of
occupancy, have been made or obtained from the appropriate authorities and
(C) no improvement located on or part of the Mortgaged Property is in
violation of any zoning law or regulation.
(xxix) The Assignment of Mortgage (except with respect to any
Mortgage that has been recorded in the name of MERS or its designee) is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-Off Date for
such Mortgage Loan under the terms of the Mortgage Note have been made and
no Mortgage Loan has been more than 30 days delinquent more than once in
the twelve month period immediately prior to the Cut-Off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or Servicer
is in possession of a complete Mortgage File except for the documents
which have been delivered to the Trustee or which have been submitted for
recording and not yet returned.
(xxxii) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of the
Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
Depositor and the Depositor had good and marketable title thereto, and the
Depositor had full right to transfer and sell the Mortgage Loans to the
Trustee free and clear of any encumbrance, participation interest, lien,
equity, pledge, claim or security interest and had full right and
authority subject to no interest or participation in, or agreement with
any other party to sell or otherwise transfer the Mortgage Loans.
(xxxiii) Any future advances made prior to the Cut-Off Date have
been consolidated with the outstanding principal amount secured by the
Mortgage, and the secured principal amount, as consolidated, bears a
single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having
first lien priority by a title insurance policy, an endorsement to the
policy insuring the mortgagee's consolidated interest or by other title
evidence acceptable to FNMA and FHLMC. The consolidated principal amount
does not exceed the original principal amount of the Mortgage Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with the
applicable Underwriting Guidelines in effect at the time of origination
with exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in the rent other than pre-established increases
set forth in the lease; (4) the original term of such lease in not less
than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the
Mortgaged Property is located in a jurisdiction in which the use of
leasehold estates in transferring ownership in residential properties is a
widely accepted practice.
(xxxvi) The Mortgaged Property is located in the state identified in
the Mortgage Loan Schedule and consists of a parcel of real property with
a detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit, or an individual
unit in a planned unit development, or, in the case of Mortgage Loans
secured by Co-op Shares, leases or occupancy agreements; provided,
however, that any condominium project or planned unit development
generally conforms with the applicable Underwriting Guidelines regarding
such dwellings, and no residence or dwelling is a mobile home or a
manufactured dwelling.
(xxxvii) The Depositor used no adverse selection procedures in
selecting the Mortgage Loan for inclusion in the Trust Estate.
(xxxviii) Each Mortgage Loan is a "qualified mortgage" within
Section 860G(a)(3) of the Code.
(xxxix) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trustee in place of the related Mortgage Note,
the related Mortgage Note is no longer in existence.
Notwithstanding the foregoing, no representations or warranties are
made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, Person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.
Upon discovery by either the Depositor, the Servicer, the Trustee or
the Custodian that any of the representations and warranties set forth in this
Section 2.04 is not accurate (referred to herein as a "breach") and that such
breach materially and adversely affects the interests of the Certificateholders
in the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties (any Custodian being so obligated
under a Custodial Agreement); provided that any such breach that causes the
Mortgage Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code shall be deemed to materially and adversely affect the
interests of the Certificateholders. Within 90 days of its discovery or its
receipt of notice of any such breach, the Depositor shall cure such breach in
all material respects or shall either (i) repurchase the Mortgage Loan or any
property acquired in respect thereof from the Trustee at a price equal to the
Repurchase Price or (ii) if within two years of the Closing Date, substitute for
such Mortgage Loan in the manner described in Section 2.02; provided that if the
breach would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such repurchase or substitution
must occur within 90 days from the date the breach was discovered. The
Repurchase Price of any repurchase described in this paragraph and the
Substitution Adjustment Amount, if any, shall be deposited in the Certificate
Account. It is understood and agreed that the obligation of the Depositor to
repurchase or substitute for any Mortgage Loan or Mortgaged Property as to which
such a breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders, or to the Trustee on
behalf of Certificateholders, and such obligation shall survive until
termination of the Trust hereunder.
Section 2.05 Designation of Interests in the REMIC. The Depositor
hereby designates the Classes of Class A Certificates (other than the Class A-R
Certificate) and the Classes of Class B Certificates as classes of "regular
interests" and the Class A-R Certificate as the single class of "residual
interest" in the REMIC for the purposes of Code Sections 860G(a)(1) and
860G(a)(2), respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of the REMIC within the meaning of Section
860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in the REMIC is October 25,
2032.
Section 2.08 Execution and Delivery of Certificates. The Trustee has
executed and delivered to or upon the order of the Depositor, in exchange for
the Mortgage Loans together with all other assets included in the definition of
"Trust Estate," receipt of which is hereby acknowledged, Certificates in
authorized denominations which evidence ownership of the entire Trust Estate.
Section 2.09 Repurchase of Converted Mortgage Loans. The Depositor
shall repurchase from the Trust any Converted Mortgage Loan prior to the first
Due Date for such Mortgage Loan following the Conversion Date. Any such
repurchase shall be at the Repurchase Price. The Repurchase Price for any
repurchased Converted Mortgage Loan shall be deposited by the Depositor in the
Certificate Account and, upon receipt by the Trustee of written notification of
any such deposit signed by an officer of the Depositor, the Trustee shall
release to the Depositor the related Mortgage File and shall execute and deliver
such instruments of transfer or assignment prepared by the Depositor, in each
case without recourse, as shall be necessary to vest in the Depositor legal and
beneficial ownership of such Converted Mortgage Loan.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans. For and on behalf
of the Certificateholders, the Servicer shall service and administer the
Mortgage Loans, all in accordance with the terms of this Agreement, Customary
Servicing Procedures, applicable law and the terms of the Mortgage Notes and
Mortgages. In connection with such servicing and administration, the Servicer
shall have full power and authority, acting alone and/or through Subservicers as
provided in Section 3.02, to do or cause to be done any and all things that it
may deem necessary or desirable in connection with such servicing and
administration including, but not limited to, the power and authority, subject
to the terms hereof, (a) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (b) to consent, with respect to the Mortgage Loans it
services, to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to
the Mortgage Loans it services, and (d) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage Loan
it services. The Servicer shall represent and protect the interests of the Trust
in the same manner as it protects its own interests in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting
the generality of the foregoing, the Servicer, in its own name or in the name of
any Subservicer or the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Servicer or any
Subservicer, as the case may be, believes it appropriate in its reasonable
judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans it services, and with
respect to the related Mortgaged Properties held for the benefit of the
Certificateholders. The Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either or
both of them as are necessary or appropriate to enable the Servicer to service
and administer the Mortgage Loans it services to the extent that the Servicer is
not permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon
the direction of the Servicer, shall promptly execute such documents and deliver
them to the Servicer.
In accordance with the standards of the preceding paragraph, the
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the Mortgage Loans it services, which Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
The costs incurred by the Servicer, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related insurance premiums
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The relationship of the Servicer (and of any successor to the
Servicer as servicer under this Agreement) to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
Section 3.02 Subservicing; Enforcement of the Obligations of
Servicer.
(a) The Servicer may arrange for the subservicing of any Mortgage
Loan it services by a Subservicer pursuant to a Subservicing Agreement;
provided, however, that such subservicing arrangement and the terms of the
related Subservicing Agreement must provide for the servicing of such Mortgage
Loan in a manner consistent with the servicing arrangements contemplated
hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of
the provisions of this Agreement relating to agreements or arrangements between
the Servicer and a Subservicer or reference to actions taken through a
Subservicer or otherwise, the Servicer shall remain obligated and liable to the
Depositor, the Trustee and the Certificateholders for the servicing and
administration of the Mortgage Loans it services in accordance with the
provisions of this Agreement without diminution of such obligation or liability
by virtue of such Subservicing Agreements or arrangements or by virtue of
indemnification from the Subservicer and to the same extent and under the same
terms and conditions as if the Servicer alone were servicing and administering
those Mortgage Loans. All actions of each Subservicer performed pursuant to the
related Subservicing Agreement shall be performed as agent of the Servicer with
the same force and effect as if performed directly by the Servicer.
(b) For purposes of this Agreement, the Servicer shall be deemed to
have received any collections, recoveries or payments with respect to the
Mortgage Loans it services that are received by a Subservicer regardless of
whether such payments are remitted by the Subservicer to the Servicer.
(c) As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer engaged by the
Servicer under the related Subservicing Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect
on a Mortgage Loan. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The Servicer
shall pay the costs of such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is
directed.
(d) Any Subservicing Agreement entered into by the Servicer shall
provide that it may be assumed or terminated by the Trustee, if the Trustee has
assumed the duties of the Servicer, or any successor Servicer, at the Trustee's
or successor Servicer's option, as applicable, without cost or obligation to the
assuming or terminating party or the Trust Estate, upon the assumption by such
party of the obligations of the Servicer pursuant to Section 8.05.
Any Subservicing Agreement, and any other transactions or services
relating to the Mortgage Loans involving a Subservicer, shall be deemed to be
between the Servicer and such Subservicer alone, and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims
or rights of action against, rights, obligations, duties or liabilities to or
with respect to the Subservicer or its officers, directors or employees, except
as set forth in Section 3.01.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket fidelity
bond and an errors and omissions insurance policy, with broad coverage on all
officers, employees or other persons acting in any capacity requiring such
persons to handle funds, money, documents or papers relating to the Mortgage
Loans it services. These policies must insure the Servicer against losses
resulting from dishonest or fraudulent acts committed by the Servicer's
personnel, any employees of outside firms that provide data processing services
for the Servicer, and temporary contract employees or student interns. Such
fidelity bond shall also protect and insure the Servicer against losses in
connection with the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision of
this Section 3.03 requiring such fidelity bond and errors and omissions
insurance shall diminish or relieve the Servicer from its duties and obligations
as set forth in this Agreement. The minimum coverage under any such bond and
insurance policy shall be at least equal to the corresponding amounts required
by FNMA in the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' &
Servicers' Guide, as amended or restated from time to time, or in an amount as
may be permitted to the Servicer by express waiver of FNMA or FHLMC.
Section 3.04 Access to Certain Documentation.
The Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders of Subordinate Certificates and the
examiners and supervisory agents of the OTS, the FDIC and such other
authorities, access to the documentation required by applicable regulations of
the OTS and the FDIC with respect to the Mortgage Loans. Such access shall be
afforded without charge, but only upon reasonable and prior written request and
during normal business hours at the offices designated by the Servicer. Nothing
in this Section 3.04 shall limit the obligation of the Servicer to observe any
applicable law and the failure of the Servicer to provide access as provided in
this Section 3.04 as a result of such obligation shall not constitute a breach
of this Section 3.04.
Section 3.05 Maintenance of Primary Mortgage Insurance Policy;
Claims.
With respect to each Mortgage Loan with a Loan-to-Value Ratio in
excess of 80% or such other Loan-to-Value Ratio as may be required by law, the
Servicer shall, without any cost to the Trust Estate, maintain or cause the
Mortgagor to maintain in full force and effect a Primary Mortgage 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 Mortgage
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 Mortgage 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
Mortgage Insurance Policy for such reason. If the Servicer determines that
recoveries under the Primary Mortgage 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 Mortgage 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 Mortgage Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such
Primary Mortgage 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 Mortgage Insurance Policy. If such Primary Mortgage Insurance
Policy is terminated as a result of such assumption or substitution of
liability, the Servicer shall obtain a replacement Primary Mortgage 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 Mortgage Insurance
Policy in a timely fashion in accordance with the terms of such Primary Mortgage
Insurance Policy and, in this regard, to take such action as shall be necessary
to permit recovery under any Primary Mortgage Insurance Policy respecting a
defaulted Mortgage Loan. Pursuant to Section 3.09(a), any amounts collected by
the Servicer under any Primary Mortgage Insurance Policy shall be deposited in
the related Escrow Account, subject to withdrawal pursuant to Section 3.09(b).
The Servicer will comply with all provisions of applicable state and
federal law relating to the cancellation of, or collection of premiums with
respect to, Primary Mortgage Insurance, including, but not limited to, the
provisions of the Homeowners Protection Act of 1998, and all regulations
promulgated thereunder, as amended from time to time.
Section 3.06 Rights of the Depositor and the Trustee in Respect of
the Servicer.
The Depositor may, but is not obligated to, enforce the obligations
of the Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Servicer hereunder and in
connection with any such defaulted obligation to exercise the related rights of
the Servicer hereunder; provided that the Servicer shall not be relieved of any
of its obligations hereunder by virtue of such performance by the Depositor or
its designee. Neither the Trustee nor the Depositor shall have any
responsibility or liability for any action or failure to act by the Servicer nor
shall the Trustee or the Depositor be obligated to supervise the performance of
the Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
Servicer alone, and the Trustee and Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.07.
The Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether the Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.
Section 3.07 Trustee to Act as Servicer.
If the Servicer shall for any reason no longer be the Servicer
hereunder (including by reason of an Event of Default), the Trustee shall
thereupon assume, if it so elects, or shall appoint a successor Servicer to
assume, all of the rights and obligations of the Servicer hereunder arising
thereafter (except that the Trustee shall not be (a) liable for losses of the
Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor
Servicer hereunder, (b) obligated to make Advances if it is prohibited from
doing so by applicable law or (c) deemed to have made any representations and
warranties of the Servicer hereunder). Any such assumption shall be subject to
Section 7.02. If the Servicer shall for any reason no longer be the Servicer
(including by reason of any Event of Default), the Trustee or the successor
Servicer may elect to succeed to any rights and obligations of the Servicer
under each Subservicing Agreement or may terminate each Subservicing Agreement.
If it has elected to assume the Subservicing Agreement, the Trustee or the
successor Servicer shall be deemed to have assumed all of the Servicer's
interest therein and to have replaced the Servicer as a party to any
Subservicing Agreement entered into by the Servicer as contemplated by Section
3.02 to the same extent as if the Subservicing Agreement had been assigned to
the assuming party except that the Servicer shall not be relieved of any
liability or obligations under any such Subservicing Agreement.
The Servicer that is no longer the Servicer hereunder shall, upon
request of the Trustee, but at the expense of the Servicer, deliver to the
assuming party all documents and records relating to each Subservicing Agreement
or substitute servicing agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected or held by it and otherwise
use its best efforts to effect the orderly and efficient transfer of such
substitute Subservicing Agreement to the assuming party.
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Account; and Certificate Account.
(a) Continuously from the date hereof until the principal and
interest on all Mortgage Loans are paid in full, the Servicer will proceed
diligently, in accordance with this Agreement, to collect all payments due under
each of the Mortgage Loans it services when the same shall become due and
payable. Further, the Servicer will in accordance with all applicable law and
Customary Servicing Procedures ascertain and estimate taxes, assessments, fire
and hazard insurance premiums, mortgage insurance premiums and all other charges
with respect to the Mortgage Loans it services that, as provided in any
Mortgage, will become due and payable to the end that the installments payable
by the Mortgagors will be sufficient to pay such charges as and when they become
due and payable. Consistent with the foregoing, the Servicer may in its
discretion (i) waive any late payment charge or any prepayment charge or penalty
interest in connection with the prepayment of a Mortgage Loan it services and
(ii) extend the due dates for payments due on a Mortgage Note for a period not
greater than 120 days; provided, however, that the Servicer cannot extend the
maturity of any such Mortgage Loan past the date on which the final payment is
due on the latest maturing Mortgage Loan as of the Cut-Off Date. In the event of
any such arrangement, the Servicer shall make Periodic Advances on the related
Mortgage Loan in accordance with the provisions of Section 3.20 during the
scheduled period in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements. The Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or otherwise
or against any public or governmental authority with respect to a taking or
condemnation) if it reasonably believes that enforcing the provision of the
Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law.
(b) The Servicer shall establish and maintain 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;
(viii) any Buy-Down Funds required to be deposited pursuant to
Section 3.23; and
(ix) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial
Account by the Servicer shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of
prepayment penalties, late payment charges or assumption fees, if collected,
need not be deposited by the Servicer. If the Servicer shall deposit in the
Servicer Custodial Account any amount not required to be deposited, it may at
any time withdraw or direct the institution maintaining the Servicer Custodial
Account to withdraw such amount from the Servicer Custodial Account, any
provision herein to the contrary notwithstanding. The Servicer Custodial Account
may contain funds that belong to one or more trust funds created for mortgage
pass-through certificates of other series and may contain other funds respecting
payments on mortgage loans belonging to the Servicer or serviced by the Servicer
on behalf of others. Notwithstanding such commingling of funds, the Servicer
shall keep records that accurately reflect the funds on deposit in the Servicer
Custodial Account that have been identified by it as being attributable to the
Mortgage Loans it services. The Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section 3.08. All funds
required to be deposited in the Servicer Custodial Account shall be held in
trust for the Certificateholders until withdrawn in accordance with Section
3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account. The Trustee shall, promptly upon
receipt, deposit in the Certificate Account and retain therein the following:
(i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d) in
connection with any losses on Permitted Investments with respect to the
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to be
deposited in the Certificate Account.
If the Servicer shall remit any amount not required to be remitted,
it may at any time direct the Trustee to withdraw such amount from the
Certificate Account, any provision herein to the contrary notwithstanding. Such
direction may be accomplished by delivering an Officer's Certificate to the
Trustee which describes the amounts deposited in error in the Certificate
Account. All funds required to be deposited in the Certificate Account shall be
held by the Trustee in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 3.11. In
no event shall the Trustee incur liability for withdrawals from the Certificate
Account at the direction of a the Servicer.
(d) Each institution at which the Servicer Custodial Account or the
Certificate Account is maintained shall invest the funds therein as directed in
writing by the Servicer in Permitted Investments, which shall mature not later
than (i) in the case of the Servicer Custodial Account, the Business Day next
preceding the related Remittance Date (except that if such Permitted Investment
is an obligation of the institution that maintains such account, then such
Permitted Investment shall mature not later than such Remittance Date) and (ii)
in the case of the Certificate Account, the Business Day next preceding the
Distribution Date (except that if such Permitted Investment is an obligation of
the institution that maintains such account, then such Permitted Investment
shall mature not later than such Distribution Date) and, in each case, shall not
be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income or gain (net of any losses) realized from any
such investment of funds on deposit in the Servicer Custodial Account shall be
for the benefit of the Servicer as servicing compensation and shall be retained
by it monthly as provided herein. All income or gain (net of any losses)
realized from any such investment of funds on deposit in the Certificate Account
shall be for the benefit of the Trustee as additional compensation and shall be
retained by it monthly as provided herein. The amount of any losses realized in
the Servicer Custodial Account or the Certificate Account incurred in any such
account in respect of any such investments shall promptly be deposited by the
Servicer in the Servicer Custodial Account or by the Trustee in the Certificate
Account, as applicable.
(e) The Servicer shall give notice to the Trustee of any proposed
change of the location of the Servicer Custodial Account maintained by the
Servicer not later than 30 days and not more than 45 days prior to any change
thereof. The Trustee shall give notice to the Servicer, each Rating Agency and
the Depositor of any proposed change of the location of the Certificate Account
not later than 30 days and not more than 45 days prior to any change thereof.
The creation of the Servicer Custodial Account shall be evidenced by a
certification substantially in the form of Exhibit F hereto. A copy of such
certification shall be furnished to the Trustee.
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.
(a) To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments in trust separate and apart from any of its own funds and general
assets and for such purpose shall establish and maintain one or more escrow
accounts (collectively, the "Escrow Account"), titled "[Insert name of
Servicer], in trust for registered holders of Bank of America Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 2002-J 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 Mortgage
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 Mortgage Insurance Policy premiums and fire and hazard insurance
coverage. The Servicer shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment
thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such purpose
deposits of the Mortgagor in the Escrow Account, if any, which shall have been
estimated and accumulated by the Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage. To the extent that a
Mortgage does not provide for Escrow Payments, the Servicer shall determine that
any such payments are made by the Mortgagor. The Servicer assumes full
responsibility for the timely payment of all such bills and shall effect timely
payments of all such bills irrespective of each Mortgagor's faithful performance
in the payment of same or the making of the Escrow Payments. The Servicer shall
advance any such payments that are not timely paid, but the Servicer shall be
required so to advance only to the extent that such Servicing Advances, in the
good faith judgment of the Servicer, will be recoverable by the Servicer out of
Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Servicer shall afford the Trustee reasonable access to all
records and documentation regarding the Mortgage Loans and all accounts,
insurance information and other matters relating to this Agreement, such access
being afforded without charge, but only upon reasonable request and during
normal business hours at the office designated by the Servicer.
Upon reasonable advance notice in writing, the Servicer will provide
to each Certificateholder which is a savings and loan association, bank or
insurance company certain reports and reasonable access to information and
documentation regarding the Mortgage Loans sufficient to permit such
Certificateholder to comply with applicable regulations of the OTS or other
regulatory authorities with respect to investment in the Certificates; provided
that the Servicer shall be entitled to be reimbursed by each such
Certificateholder for actual expenses incurred by the Servicer in providing such
reports and access.
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Account and Certificate Account.
(a) The Servicer may from time to time make withdrawals from the
Servicer Custodial Account, for the following purposes:
(i) to pay to the Servicer (to the extent not previously retained),
the servicing compensation to which it is entitled pursuant to Section
3.17, and to pay to the Servicer, as additional servicing compensation,
earnings on or investment income with respect to funds in or credited to
the Servicer Custodial Account;
(ii) to reimburse the Servicer for unreimbursed Advances made by it,
such right of reimbursement pursuant to this clause (ii) being limited to
amounts received on the Mortgage Loan(s) in respect of which any such
Advance was made;
(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously made;
(iv) to reimburse the Servicer for Insured Expenses from the related
Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan or
REO Property that has been purchased pursuant to Sections 2.02, 2.04 or
2.09, all amounts received thereon after the date of such purchase;
(vi) to reimburse the Servicer or the Depositor for expenses
incurred by any of them and reimbursable pursuant to Section 7.03;
(vii) to withdraw any amount deposited in the Servicer Custodial
Account and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an amount
equal to the related Pool Distribution Amount, the related Trustee Fee and
any other amounts due to the Trustee under this Agreement for such
Distribution Date, to the extent on deposit, and remit such amount in
immediately available funds to the Trustee for deposit in the Certificate
Account; and
(ix) to clear and terminate the Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Servicer Custodial Account pursuant to clauses (i), (ii),
(iv) and (v). Prior to making any withdrawal from the Servicer Custodial Account
pursuant to clause (iii), the Servicer shall deliver to the Trustee an Officer's
Certificate of a Servicing Officer indicating the amount of any previous Advance
determined by the Servicer to be a Nonrecoverable Advance and identifying the
related Mortgage Loan(s) and their respective portions of such Nonrecoverable
Advance.
(b) The Trustee shall withdraw funds from the Certificate Account
for distributions to Certificateholders in the manner specified in this
Agreement. In addition, the Trustee may from time to time make withdrawals from
the Certificate Account for the following purposes:
(i) to pay to itself the Trustee Fee and any other amounts due to
the Trustee under this Agreement for the related Distribution Date;
(ii) to pay to itself as additional compensation earnings on or
investment income with respect to funds in the Certificate Account;
(iii) to withdraw and return to the Servicer any amount deposited in
the Certificate Account and not required to be deposited therein; and
(iv) to clear and terminate the Certificate Account upon termination
of the Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan,
fire and hazard insurance with extended coverage customary in the area where the
Mortgaged Property is located in an amount which is at least equal to the lesser
of (a) the full insurable value of the Mortgaged Property or (b) the greater of
(i) the outstanding principal balance owing on the Mortgage Loan and (ii) an
amount such that the proceeds of such insurance shall be sufficient to avoid the
application to the Mortgagor or loss payee of any coinsurance clause under the
policy. If the Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards (and such flood insurance has been made available) the Servicer will
cause to be maintained a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration and the requirements
of FNMA or FHLMC. The Servicer shall also maintain on REO Property, fire and
hazard insurance with extended coverage in an amount which is at least equal to
the maximum insurable value of the improvements which are a part of such
property, liability insurance and, to the extent required, flood insurance in an
amount required above. Any amounts collected by the Servicer under any such
policies (other than amounts to be deposited in an Escrow Account and applied to
the restoration or repair of the property subject to the related Mortgage or
property acquired in liquidation of the Mortgage Loan, or to be released to the
Mortgagor in accordance with Customary Servicing Procedures) shall be deposited
in the Servicer Custodial Account, subject to withdrawal pursuant to Section
3.11(a). It is understood and agreed that no earthquake or other additional
insurance need be required by the Servicer of any Mortgagor or maintained on REO
Property, other than pursuant to such applicable laws and regulations as shall
at any time be in force and as shall require such additional insurance. All
policies required hereunder shall be endorsed with standard mortgagee clauses
with loss payable to the Servicer, and shall provide for at least 30 days prior
written notice of any cancellation, reduction in amount or material change in
coverage to the Servicer.
The hazard insurance policies for each Mortgage Loan secured by a
unit in a condominium development or planned unit development shall be
maintained with respect to such Mortgage Loan and the related development in a
manner which is consistent with FNMA requirements.
Notwithstanding the foregoing, the Servicer may maintain a blanket
policy insuring against hazard losses on all of the Mortgaged Properties
relating to the Mortgage Loans in lieu of maintaining the required hazard
insurance policies for each Mortgage Loan and may maintain a blanket policy
insuring against special flood hazards in lieu of maintaining any required flood
insurance. Any such blanket policies shall (A) be consistent with prudent
industry standards, (B) name the Servicer as loss payee, (C) provide coverage in
an amount equal to the aggregate unpaid principal balance on the related
Mortgage Loans without co-insurance, and (D) otherwise comply with the
requirements of this Section 3.12. Any such blanket policy may contain a
deductible clause; provided that if any Mortgaged Property is not covered by a
separate policy otherwise complying with this Section 3.12 and a loss occurs
with respect to such Mortgaged Property which loss would have been covered by
such a policy, the Servicer shall deposit in the Servicer Custodial Account the
difference, if any, between the amount that would have been payable under a
separate policy complying with this Section 3.12 and the amount paid under such
blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
(a) Except as otherwise provided in this Section 3.13, when any
Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the
Servicer shall use reasonable efforts, to the extent that it has actual
knowledge of such conveyance, to enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable law and
governmental regulations, but only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the Servicer is prohibited by law from enforcing any such
due-on-sale clause, (ii) coverage under any Required Insurance Policy would be
adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the Servicer is
authorized, subject to Section 3.13(b), to take or enter into an assumption and
modification agreement from or with the Person to whom such Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, unless prohibited by applicable state law,
the Mortgagor remains liable thereon; provided that the Mortgage Loan shall
continue to be covered (if so covered before the Servicer enters such agreement)
by the applicable Required Insurance Policies. The Servicer, subject to Section
3.13(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be
deemed to be in default under this Section 3.13 by reason of any transfer or
assumption which the Servicer reasonably believes it is restricted by law from
preventing, for any reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption agreement or modification agreement or supplement to
the Mortgage Note or Mortgage that requires the signature of the Trustee, or if
an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan, the Servicer shall prepare and
deliver or cause to be prepared and delivered to the Trustee for signature and
shall direct, in writing, the Trustee to execute the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In no event shall the Trustee incur liability for executing any document under
this Section 3.13 at the direction of the Servicer. In connection with any such
assumption, no material term of the Mortgage Note may be changed. In addition,
the substitute Mortgagor and the Mortgaged Property must be acceptable to the
Servicer in accordance with its underwriting standards as then in effect.
Together with each such substitution, assumption or other agreement or
instrument delivered to the Trustee for execution by it, the Servicer shall
deliver an Officer's Certificate signed by a Servicing Officer stating that the
requirements of this subsection have been met. The Servicer shall notify the
Trustee that any such substitution or assumption agreement has been completed by
forwarding to the Trustee (or at the direction of the Trustee, the Custodian)
the original of such substitution or assumption agreement, which in the case of
the original shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. Any fee collected
by the Servicer for entering into an assumption or substitution of liability
agreement may be retained by the Servicer as additional master servicing
compensation. Notwithstanding the foregoing, to the extent permissible under
applicable law and at the request of the Servicer, the Trustee shall execute and
deliver to the Servicer any powers of attorney and other documents prepared by
the Servicer that are reasonably necessary or appropriate to enable the Servicer
to execute any assumption agreement or modification agreement required to be
executed by the Trustee under this Section 3.13.
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO
Property.
(a) The Servicer shall use reasonable efforts to foreclose upon or
otherwise comparably convert the ownership of Mortgaged Properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Servicer shall follow
Customary Servicing Procedures and shall meet the requirements of the insurer
under any Required Insurance Policy; provided, however, that the Servicer may
enter into a special servicing agreement with an unaffiliated Holder of 100%
Percentage Interest of a Class of Class B Certificates or a holder of a class of
securities representing interests in the Class B Certificates alone or together
with other subordinated mortgage pass-through certificates. Such agreement shall
be substantially in the form attached hereto as Exhibit K or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Servicer to commence or delay foreclosure proceedings with respect to delinquent
Mortgage Loans and will contain provisions for the deposit of cash by the holder
that would be available for distribution to Certificateholders if Liquidation
Proceeds are less than they otherwise may have been had the Servicer acted in
accordance with its normal procedures. Notwithstanding the foregoing, the
Servicer shall not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any Mortgaged Property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan after reimbursement to itself of
such expenses and (ii) that such expenses will be recoverable to it through
proceeds of the liquidation of the Mortgage Loan (respecting which it shall have
priority for purposes of withdrawals from the Servicer Custodial Account). Any
such expenditures shall constitute Servicing Advances for purposes of this
Agreement.
The decision of the Servicer to foreclose on a defaulted Mortgage
Loan shall be subject to a determination by the Servicer that the proceeds of
such foreclosure would exceed the costs and expenses of bringing such a
proceeding.
With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer shall ensure
that the title to such REO Property references this Agreement and the Trustee's
capacity hereunder. Pursuant to its efforts to sell such REO Property, the
Servicer shall either itself or through an agent selected by the Servicer
manage, conserve, protect and operate such REO Property in the same manner that
it manages, conserves, protects and operates other foreclosed property for its
own account and in the same manner that similar property in the same locality as
the REO Property is managed. Incident to its conservation and protection of the
interests of the Certificateholders, the Servicer may rent the same, or any part
thereof, as the Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO Property. The
Servicer shall prepare for and deliver to the Trustee a statement with respect
to each REO Property that has been rented, if any, showing the aggregate rental
income received and all expenses incurred in connection with the management and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions;
provided, however, that the Servicer shall have no duty to rent any REO Property
on behalf of the Trust. The net monthly rental income, if any, from such REO
Property shall be deposited in the Servicer Custodial Account no later than the
close of business on each Determination Date. The Servicer shall perform, with
respect to the Mortgage Loans, the tax reporting and withholding required by
Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and, if required by
Section 6050P of the Code with respect to the cancellation of indebtedness by
certain financial entities, by preparing such tax and information returns as may
be required, in the form required. The Servicer shall deliver copies of such
reports to the Trustee.
If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of its
acquisition by the Trust (such period, the "REO Disposition Period") unless (A)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged Property
subsequent to the REO Disposition Period will not result in the imposition of
taxes on "prohibited transactions" on the REMIC (as defined in Section 860F of
the Code) or cause the Trust Estate to fail to qualify as a REMIC at any time
that any Certificates are outstanding, or (B) the Trustee (at the Servicer's
expense) or the Servicer shall have applied for, prior to the expiration of the
REO Disposition Period, an extension of the REO Disposition Period in the manner
contemplated by Section 856(e)(3) of the Code. If such an Opinion of Counsel is
provided or such an exemption is obtained, the Trust may continue to hold such
Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel) for the applicable period. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Trust shall be rented (or
allowed to continue to be rented) or otherwise used for the production of income
by or on behalf of the Trust in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject
the REMIC to the imposition of any federal, state or local income taxes on the
income earned from such Mortgaged Property under Section 860G(c) of the Code or
otherwise, unless the Servicer has agreed to indemnify and hold harmless the
Trust with respect to the imposition of any such taxes. The Servicer shall
identify to the Trustee any Mortgaged Property relating to a Mortgage Loan held
by the Trust for 30 months for which no plans to dispose of such Mortgaged
Property by the Servicer have been made. After delivery of such identification,
the Servicer shall proceed to dispose of any such Mortgaged Property by holding
a commercially reasonable auction for such property.
The income earned from the management of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or
other taxes) in connection with such management and net of unreimbursed
Servicing Fees, Periodic Advances and Servicing Advances, shall be applied to
the payment of principal of and interest on the related defaulted Mortgage Loans
(solely for the purposes of allocating principal and interest, interest shall be
treated as accruing as though such Mortgage Loans were still current) and all
such income shall be deemed, for all purposes in this Agreement, to be payments
on account of principal and interest on the related Mortgage Notes and shall be
deposited into the Servicer Custodial Account. To the extent the net income
received during any calendar month is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Interest Rate
on the related Mortgage Loan for such calendar month, such excess shall be
considered to be a partial prepayment of principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the Servicer for any related unreimbursed Servicing Advances
and Servicing Fees; second, to reimburse the Servicer for any unreimbursed
Periodic Advances and to reimburse the Servicer Custodial Account for any
Nonrecoverable Advances (or portions thereof) that were previously withdrawn by
the Servicer pursuant to Section 3.11(a)(iii) that related to such Mortgage
Loan; third, to accrued and unpaid interest (to the extent no Periodic Advance
has been made for such amount or any such Periodic Advance has been reimbursed)
on the Mortgage Loan or related REO Property, at the Mortgage Rate to the Due
Date occurring in the month in which such amounts are required to be
distributed; and fourth, as a recovery of principal of the Mortgage Loan. Excess
Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be
retained by the Servicer as additional servicing compensation pursuant to
Section 3.17.
(b) The Servicer shall promptly notify the Depositor of any Mortgage
Loan which comes into default. The Depositor shall be entitled, at its option,
to repurchase (i) any such defaulted Mortgage Loan from the Trust Estate if (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 Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by the Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Servicer under this
Agreement.
Section 3.17 Servicing Compensation.
The Servicer shall be entitled out of each payment of interest on a
Mortgage Loan (or portion thereof) and included in the Trust Estate to retain or
withdraw from the Servicer Custodial Account an amount equal to the Servicing
Fee for such Distribution Date.
Additional servicing compensation in the form of Excess Proceeds,
prepayment penalties, assumption fees, late payment charges and all income and
gain net of any losses realized from Permitted Investments and all other
customary and ancillary income and fees shall be retained by the Servicer to the
extent not required to be deposited in the Servicer Custodial Account pursuant
to Section 3.08(b). The Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided in this
Agreement.
Notwithstanding the foregoing, with respect to the payment of the
Servicing Fee on any Distribution Date, the aggregate Servicing Fee for the
Servicer for such Distribution Date shall be reduced (but not below zero) by an
amount equal to the lesser of (a) the Prepayment Interest Shortfall for such
Distribution Date relating to the Mortgage Loans and (b) one-twelfth of 0.25% of
the aggregate Stated Principal Balance of such Mortgage Loans for such
Distribution Date (any such reduction, "Compensating Interest").
Section 3.18 Annual Statement as to Compliance.
The Servicer shall deliver to the Trustee and each Rating Agency on
or before 90 days after the end of the Servicer's fiscal year, commencing with
its 2002 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 2002 fiscal year,
cause a firm of independent public accountants (who may also render other
services to the Servicer or any affiliate thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee to the effect that such firm has with respect to the Servicer's overall
servicing operations, examined such operations in accordance with the
requirements of the Uniform Single Attestation Program for Mortgage Bankers,
stating such firm's conclusions relating thereto.
Section 3.20 Advances.
The Servicer shall determine on or before each Servicer Advance Date
whether it is required to make a Periodic Advance pursuant to the definition
thereof. If the Servicer determines it is required to make a Periodic Advance,
it shall, on or before the Servicer Advance Date, either (a) deposit into the
Servicer Custodial Account an amount equal to the Advance and/or (b) make an
appropriate entry in its records relating to the Servicer Custodial Account that
any portion of the Amount Held for Future Distribution in the Servicer Custodial
Account has been used by the Servicer in discharge of its obligation to make any
such Periodic Advance. Any funds so applied shall be replaced by the Servicer by
deposit in the Servicer Custodial Account no later than the close of business on
the Business Day preceding the next Servicer Advance Date. The Servicer shall be
entitled to be reimbursed from the Servicer Custodial Account for all Advances
of its own funds made pursuant to this Section 3.20 as provided in Section
3.11(a). The obligation to make Periodic Advances with respect to any Mortgage
Loan shall continue until the ultimate disposition of the REO Property or
Mortgaged Property relating to such Mortgage Loan. The Servicer shall inform the
Trustee of the amount of the Periodic Advance to be made by the Servicer on each
Servicer Advance Date no later than the related Remittance Date.
The Servicer shall deliver to the Trustee on the related Servicer
Advance Date an Officer's Certificate of a Servicing Officer indicating the
amount of any proposed Periodic Advance determined by the Servicer to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary, the Servicer
shall not be required to make any Periodic Advance or Servicing Advance that
would be a Nonrecoverable Advance.
Section 3.21 Modifications, Waivers, Amendments and Consents.
(a) Subject to this Section 3.21, the Servicer may agree to any
modification, waiver, forbearance, or amendment of any term of any Mortgage Loan
without the consent of the Trustee or any Certificateholder. All modifications,
waivers, forbearances or amendments of any Mortgage Loan shall be in writing and
shall be consistent with Customary Servicing Procedures.
(b) The Servicer shall not agree to enter into, and shall not enter
into, any modification, waiver (other than a waiver referred to in Section 3.13,
which waiver, if any, shall be governed by Section 3.13), forbearance or
amendment of any term of any Mortgage Loan if such modification, waiver,
forbearance, or amendment would:
(i) affect the amount or timing of any related payment of principal,
interest or other amount payable thereunder;
(ii) in the Servicer's judgment, materially impair the security for
such Mortgage Loan or reduce the likelihood of timely payment of amounts
due thereon; or
(iii) otherwise constitute a "significant modification" within the
meaning of Treasury Regulations Section 1.860G-2(b);
unless, in either case, (A) such Mortgage Loan is 90 days or more past due or
(B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect
that such modification, waiver, forbearance or amendment would not affect the
REMIC status of the Trust Estate and, in either case, such modification, waiver,
forbearance or amendment is reasonably likely to produce a greater recovery with
respect to such Mortgage Loan than would liquidation. Subject to Customary
Servicing Procedures, the Servicer may permit a forbearance for a Mortgage Loan
which in the Servicer's judgment is subject to imminent default.
(c) Any payment of interest, which is deferred pursuant to any
modification, waiver, forbearance or amendment permitted hereunder, shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
or such modification, waiver or amendment so permit.
(d) The Servicer may, as a condition to granting any request by a
Mortgagor for consent, modification, waiver, forbearance or amendment, the
granting of which is within the Servicer's discretion pursuant to the Mortgage
Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Servicer, as additional servicing compensation, a
reasonable or customary fee for the additional services performed in connection
with such request, together with any related costs and expenses incurred by the
Servicer, which amount shall be retained by the Servicer as additional servicing
compensation.
(e) The Servicer shall notify the Trustee, in writing, of any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
and the date thereof, and shall deliver to the Trustee (or, at the direction of
the Trustee, the Custodian) for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver,
forbearance or amendment, promptly (and in any event within ten Business Days)
following the execution thereof; provided, however, that if any such
modification, waiver, forbearance or amendment is required by applicable law to
be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and
(ii) shall deliver to the Trustee such document, with evidence of notification
upon receipt thereof from the public recording office.
Section 3.22 Reports to the Securities and Exchange Commission.
(a) With respect to each Distribution Date, prior to the issuance of
the related monthly statement to Certificateholders pursuant to Section 5.04(b)
(each, a "Distribution Date Statement"), the Servicer shall confirm that it has
received all distribution and/or servicing information required to be provided
to the Servicer by any Subservicer for inclusion in the Servicer's Certificate
on which such Distribution Date Statement is based. In the event that the
Servicer determines that any such information has not been provided as required
or is materially incorrect, the Servicer shall immediately notify the applicable
Subservicer and the Trustee and use its reasonable best efforts to cause the
Subservicer to provide or correct, as the case may be, such information in time
to permit the Servicer to provide a corrected Servicer's Certificate to the
Trustee and to enable the Trustee to distribute the Distribution Date Statement
at the time required by Section 5.04(b). In order to enable the Servicer to
comply with its obligations under this Section 3.22(a), the Trustee shall use
its best commercial efforts to deliver a copy of each Distribution Date
Statement to the Servicer not less than one (1) Business Day prior to the date
on which the Distribution Date Statement is sent to Certificateholders.
(b) Promptly upon receipt of the report of the independent public
accountants required pursuant to Section 3.19, the Servicer shall review such
report and shall deliver a copy of such report to the Depositor's certified
public accountants and the Trustee. As part of the Form 10-K required to be
filed pursuant to paragraph (c) of this Section, the Trustee shall include such
accountants report and the Officer's Certificate regarding Servicer compliance
required pursuant to Section 3.19.
(c) The Trustee shall, on behalf of the Trust Fund, cause to be
prepared and filed with the Securities and Exchange Commission (the "SEC") (i)
on or prior to March 31 (or such earlier date as may then be required by SEC
rules or regulations) of each year commencing in 2003, an annual report on Form
10-K (or its successor) for the preceding calendar year; (ii) within 15 days
after each Distribution Date, a current report on Form 8-K (or its successor)
(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), containing as an exhibit the Distribution Date Statement relating
to such Distribution Date; and (iii) any and all other reports, statements and
information respecting the Trust which are required, or which the Depositor
deems desirable, to be filed with the Securities and Exchange Commission
pursuant to Sections 13(a) or 15(d) of the Securities and Exchange Act of 1934,
as amended, each such report, statement and information to be filed on or prior
to the required filing date for such report, statement or information. Upon the
request of the Trustee, each of 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 as the Trustee may reasonably
request in connection with the performance of its duties and obligations under
this Section.
(d) The Servicer shall deliver to the Trustee on a timely basis to
permit the Trustee to file it as an exhibit to each annual report on Form 10-K
required to be file pursuant to paragraph (c) of this Section, the certification
required under 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 (as amended from time to
time) and any rules or regulations promulgated with respect thereto
(collectively, the "Section 302 Requirements"). It is the parties' intent that
compliance by the Servicer with the provisions of this Section 3.22 will
constitute compliance with the review required by the Section 302 Requirements.
In no event shall the provisions set forth in this Section 3.22 limit the
ability of the Servicer (or the Trustee) to conduct additional procedures or
investigations determined by it to be necessary or appropriate to comply with
the Section 302 Requirements.
(e) The obligations set forth in paragraphs (b) through (d) of this
Section shall only apply with respect to periods for which the Trustee is
obligated to file reports on Form 8-K or 10-K pursuant to paragraph (c) of this
Section. In the event that, upon request of the Depositor, a Form 15D is
properly filed pursuant to paragraph (c) of this Section, there shall be no
further obligations under paragraphs (b) through (d) of this Section commencing
with the fiscal year in which the Form 15D is filed (other than the obligations
to be performed in such fiscal year that relate back to the prior fiscal year).
Section 3.23 Buy-Down Account; Application of Buy-Down Funds.
In addition to the Servicer Custodial Account, if any of the
Mortgage Loans are Buy-Down Mortgage Loans, the Servicer shall establish and
maintain a Buy-Down Account, which is not part of the Trust Estate, and shall
deposit therein all Buy-Down Funds not later than the Business Day following the
day of receipt and posting by the Servicer. The Servicer shall keep and maintain
a separate account for each Buy-Down Mortgage Loan for the purpose of accounting
for deposits to and withdrawals from the Buy-Down Account. The Servicer shall
invest the funds in the Buy-Down Account in investments which are Eligible
Investments. All income and gain realized from any such investment, to the
extent not required by the applicable Buy-Down Agreements to be applied to pay
interest on the related Buy-Down Mortgage Loans, shall be for the benefit of the
Servicer. The amount of any losses incurred in respect of such investments shall
be deposited in the Buy-Down Account by the Servicer out of its own funds
immediately as realized.
With respect to each Buy-Down Mortgage Loan, on the Business Day
next following receipt of the Mortgagor's required monthly payment under the
related Buy-Down Agreement, the Servicer shall withdraw from the Buy-Down
Account and deposit in immediately available funds in the Servicer Custodial
Account an amount which, when added to such Mortgagor's payment, will equal the
full monthly payment due under the related Mortgage Note.
Upon termination of a Buy-Down Agreement, no further Buy-Down Funds
relating thereto shall be deposited into the Servicer Custodial Account, and the
Servicer may withdraw the related Buy-Down Funds which remain in the Buy-Down
Account and distribute such funds as provided by such Buy-Down Agreement.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate.
Each month, not later than 12:00 noon Eastern time on the Business
Day following each Determination Date, the Servicer shall deliver to the
Trustee, a Servicer's Certificate (in substance and format mutually acceptable
to the Servicer and the Trustee) certified by a Servicing Officer setting forth
the information necessary in order for the Trustee to perform its obligations
under this Agreement. The Trustee may conclusively rely upon the information
contained in a Servicer's Certificate for all purposes hereunder and shall have
no duty to verify or re-compute any of the information contained therein.
Each such statement shall be provided by the Trustee to any Holder
of a Certificate upon request and shall also, to the extent available, include
information regarding delinquencies on Mortgage Loans providing such statement,
indicating the number and aggregate principal amount of Mortgage Loans which are
either one, two, three or more than three months delinquent and the book value
of any REO Property.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based solely
on the information in the Servicer's Certificate, the Trustee shall distribute
out of the Certificate Account (to the extent funds are available therein) to
each Certificateholder of record on the related Record Date (other than as
provided in Section 10.01 respecting the final distribution) (a) by check mailed
to such Certificateholder entitled to receive a distribution on such
Distribution Date at the address appearing in the Certificate Register, or (b)
upon written request by the Holder of a Regular Certificate (in the event such
Certificateholder owns of record 100% of a Class of Certificates or holds
Certificates of any Class having denominations aggregating $1,000,000 or more),
by wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the
Servicer or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed
on any such Class.
Amounts distributed with respect to any Class of Certificates shall
be applied first to the distribution of interest thereon and then to principal
thereon.
Section 5.02 Priorities of Distributions.
(a) On each Distribution Date, based solely on the information
contained in the Servicer's Certificate, the Trustee shall withdraw from the
Certificate Account (to the extent funds are available therein) (1) the amounts
payable to the Trustee pursuant to Sections 3.11(b)(i) and 3.11(b)(ii) and shall
pay such funds to itself, and (2) the Pool Distribution Amount, in an amount as
specified in written notice received by the Trustee from the Servicer no later
than the related Determination Date, and shall apply such funds from the
Certificate Account to distributions on the Certificates in the following order
of priority and to the extent of such funds:
(i) to each Class of Senior Certificates (other than the Class A-P
Certificates until the Distribution Date in September 2007), an amount
allocable to interest equal to the Interest Distribution Amount for such
Class and any shortfall being allocated among such Classes in proportion
to the amount of the Interest Distribution Amount that would have been
distributed in the absence of such shortfall;
(ii) concurrently to the Class A Certificates (other than the Class
A-P Certificates) and the Class A-P Certificates, pro rata, based on their
respective Senior Principal Distribution Amount and Ratio Strip Principal
Amount, (A) to the Class A Certificates (other than the Class A-P
Certificates), in an aggregate amount up to the Senior Principal
Distribution Amount, such distribution to be allocated among such Classes
in accordance with Section 5.02(b) and (B) to the Class A-P Certificates
in an aggregate amount up to the Ratio Strip Principal Amount;
(iii) to the Class A-P Certificates, any Ratio Strip Deferred
Amount, up to the Subordinate Principal Distribution Amount for such
Distribution Date from amounts otherwise distributable first to the Class
B-6 Certificates pursuant to clause (iv)(L) below, second to the Class B-5
Certificates pursuant to clause (iv)(J) below, third to the Class B-4
Certificates pursuant to clause (iv)(H) below, fourth to the Class B-3
Certificates pursuant to clause (iv)(F) below, fifth to the Clause B-2
Certificates pursuant to clause (iv)(D) below and finally to the Class B-1
Certificates pursuant to clause (iv)(B) below;
(iv) to each Class of Subordinate Certificates, subject to paragraph
(d) below, in the following order of priority:
(A) to the Class B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(B) to the Class B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Ratio Strip Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(C) to the Class B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(D) to the Class B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Ratio Strip Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(E) to the Class B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(F) to the Class B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Ratio Strip Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(G) to the Class B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(H) to the Class B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Ratio Strip Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(I) to the Class B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(J) to the Class B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Ratio Strip Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(K) to the Class B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date; and
(L) to the Class B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Ratio Strip Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero; and
(v)to the Holder of the Class A-R Certificate, any remaining
Pool Distribution Amount.
On any Distribution Date, amounts distributed in respect of Ratio
Strip Deferred Amounts will not reduce the Class Certificate Balance of the
Class A-P Certificates.
All distributions in respect of the Interest Distribution Amount for
a Class will be applied first with respect to the amount payable pursuant to
clause (i) of the definition of "Interest Distribution Amount," and second with
respect to the amount payable pursuant to clause (ii) of such definition.
(b) On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Class A Certificates (other than
the Class A-P Certificates) pursuant to Section 5.02(a)(ii) for such
Distribution Date, will be distributed in the following order of priority:
first, to the Class A-R Certificate, until its Class Certificate
Balance has been reduced to zero; and
second, concurrently, to the Class A-1, Class A-2, Class A-3 and
Class A-4 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, notwithstanding the allocation and priority set forth above, the
portion of the Pool Distribution Amount available to be distributed as principal
of the Class A Certificates (other than the Class A-P Certificates) shall be
distributed concurrently, as principal, on such Classes, pro rata, on the basis
of their respective Class Certificate Balances, until the Class Certificate
Balances thereof are reduced to zero.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates for such Distribution Date shall be reduced by such
Class's pro rata share, based on such Class's Interest Distribution Amount for
such Distribution Date, without taking into account the allocation made by this
Section 5.02(c), of (A) Non-Supported Interest Shortfalls, (B) on and after the
Senior Credit Support Depletion Date, any Realized Loss allocable to interest
and (C) each Relief Act Reduction incurred during the calendar month preceding
the month of such Distribution Date.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), (A) if with respect to any Class of Subordinate Certificates on any
Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates which have a higher numerical Class designation than such Class,
divided by (ii) the aggregate Class Certificate Balance of all the Certificates
immediately prior to such Distribution Date (the "Fractional Interest") is less
than the Original Fractional Interest for such Class, no distribution of
principal in respect of clause (ii) of the Subordinate Principal Distribution
Amount will be made to any Classes junior to such Class (the "Restricted
Classes"), the Class Certificate Balances of the Restricted Classes will not be
used in determining the Pro Rata Share for the Subordinate Certificates that are
not Restricted Classes; provided, however, if the aggregate Class Certificate
Balances of the Subordinate Certificates that are not Restricted Classes are
reduced to zero, then notwithstanding the above, any funds remaining will be
distributed sequentially to the Restricted Classes in order of their respective
numerical Class designations (beginning with the Class of Restricted
Certificates then outstanding with the lowest numerical Class designation) and
(B) if with respect to any Class of Subordinate Certificates on any Distribution
Date prior to the Distribution Date in October 2013, the Fractional Interest of
such Class is less than twice its Original Fractional Interest and the Senior
Prepayment Percentage for such Distribution Date is determined in accordance
with clause (ii) or (iii) of the second sentence of the definition of "Senior
Prepayment Percentage," the Classes of Subordinate Certificates that have higher
numerical designations will receive in respect of clause (ii) of the Subordinate
Principal Distribution Amount, an amount equal to the product of their Pro Rata
Shares and the percentages set forth in the following table:
Distribution Date Occurring Percentage
----------------------------------- ----------
October 2002 through September 2009 0%
October 2009 through September 2010 30%
October 2010 through September 2011 40%
October 2011 through September 2012 60%
October 2012 through September 2013 80%
Each Class of Subordinate Certificates that received its full Pro Rata Share
will be allocated any remaining amount in respect of clause (ii) of the
Subordinate Principal Distribution Amount, pro rata (based on the Class
Certificate Balances of only those Subordinate Certificates that received a full
Pro Rata Share).
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 or a Debt Service Reduction, (2) of
the amount of such loss or Deficient Valuation, or of the terms of such Debt
Service Reduction and (3) of the total amount of Realized Losses. Based on such
information, the Trustee shall determine the total amount of Realized Losses
with respect to the related Distribution Date.
The principal portion of Realized Losses with respect to any
Distribution Date shall be allocated as follows:
(i) the applicable Ratio Strip Percentage of the principal portion
of any Realized Loss with respect to a Discount Mortgage Loan shall be
allocated to the Class A-P Certificates until the Class Certificate
Balance thereof is reduced to zero; and
(ii) the applicable Non-Ratio Strip Percentage of the principal
portion of any Realized Loss shall be allocated first to the Subordinate
Certificates in reverse order of their respective numerical Class
designations (beginning with the Class of Subordinate Certificates then
outstanding with the highest numerical Class designation) until the
respective Class Certificate Balance of each such Class is reduced to
zero, and second to the Senior Certificates (other than the Class A-P
Certificates), pro rata, on the basis of their respective Class
Certificate Balances immediately prior to the related Distribution Date,
until the Class Certificate Balances thereof have been reduced to zero.
(b) The Class Certificate Balance of the Class of Subordinate
Certificates then outstanding with the highest numerical Class designation shall
be reduced on each Distribution Date by the amount, if any, by which the
aggregate of the Class Certificate Balances of all outstanding Classes of
Certificates (after giving effect to the amount to be distributed as a
distribution of principal and the allocation of Realized Losses and Ratio Strip
Deferred Amounts on such Distribution Date) exceeds the Adjusted Pool Amount for
such Distribution Date.
After the Senior Credit Support Depletion Date, the Class
Certificate Balances of the Senior Certificates in the aggregate (other than the
Class Certificate Balance of the Class A-P Certificates) shall be reduced on
each Distribution Date by the amount, if any, by which the aggregate of the
Class Certificate Balances of all outstanding Classes of Senior Certificates
(other than Class A-P Certificates) (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) exceeds the difference between (i) the Adjusted Pool
Amount for such Distribution Date and (ii) the Adjusted Pool Amount (Ratio Strip
Portion) for such Distribution Date.
Any such reduction shall be allocated among the Senior Certificates
(other than the Class A-P Certificates) based on the Class Certificate Balances
immediately prior to such Distribution Date.
The Class Certificate Balance of the Class A-P Certificates shall be
reduced on each Distribution Date by the amount, if any, by which the Class
Certificate Balance of the Class A-P Certificates (after giving effect to the
amount to be distributed as a distribution of principal and the allocation of
Realized Losses on such Distribution Date) exceeds the Adjusted Pool Amount
(Ratio Strip Portion) for such Distribution Date.
(c) Any Realized Loss allocated to a Class of Certificates or any
reduction in the Class Certificate Balance of a Class of Certificates pursuant
to Section 5.03(b) above shall be allocated among the Certificates of such Class
in proportion to their respective Percentage Interests.
(d) The calculation of the amount to be distributed as principal to
any Class of Certificates with respect to a Distribution Date (the "Calculated
Principal Distribution") shall be made prior to the allocation of any Realized
Losses for such Distribution Date; provided, however, the actual payment of
principal to the Classes of Certificates shall be made subsequent to the
allocation of Realized Losses for such Distribution Date. In the event that
after the allocation of Realized Losses for a Distribution Date, the Calculated
Principal Distribution for a Class of Subordinate Certificates is greater than
the Class Certificate Balance of such Class, the excess shall be distributed
first, sequentially, to the Classes of Subordinate Certificates then outstanding
(beginning with the Class of Subordinate Certificates than outstanding with the
lowest numerical designation) until the respective Class Certificate Balance of
each such Class is reduced to zero and then to the Class A Certificates in
accordance with the priorities set forth in Section 5.02.
(e) After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class A-4 Loss Allocation Amount is greater than
zero, the Class Certificate Balance of the Class A-4 Certificates will be
reduced by the Class A-4 Loss Allocation Amount and, notwithstanding Section
5.03(a)(ii) and Section 5.03(b), the Class Certificate Balances of the Class A-3
Certificates will not be reduced by the Class A-4 Loss Allocation Amount. To the
extent the sum of the Class A-3 Loss Amounts exceeds the Class A-4 Loss
Allocation Amount, such difference will be allocated to the Class A-3
Certificates immediately prior to the related Distribution Date, until the Class
Certificate Balance thereof has been reduced to zero.
Section 5.04 Statements to Certificateholders.
(a) Prior to the Distribution Date in each month, based upon the
information provided to the Trustee on the Servicer's Certificates delivered to
the Trustee pursuant to Section 4.01, the Trustee shall determine the following
information with respect to such Distribution Date:
(i) the amount allocable to principal, separately identifying the
aggregate amount of any Principal Prepayments and Liquidation Proceeds
included therein;
(ii) the amount allocable to interest, any Class Unpaid Interest
Shortfall included in such distribution and any remaining Class Unpaid
Interest Shortfall after giving effect to such distribution;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the amount
of the shortfall and the allocation thereof as between principal and
interest;
(iv) the Class Certificate Balance of each Class of Certificates
after giving effect to the distribution of principal on such Distribution
Date;
(v) the Pool Stated Principal Balance for the following Distribution
Date;
(vi) the Senior Percentage and the Subordinate Percentage for the
following Distribution Date;
(vii) the amount of the Servicing Fee paid to or retained by the
Servicer with respect to such Distribution Date;
(viii) the Pass-Through Rate for each such Class of Certificates
with respect to such Distribution Date;
(ix) the amount of Periodic Advances included in the distribution on
such Distribution Date and the aggregate amount of Periodic Advances
outstanding as of the close of business on such Distribution Date;
(x) the number and aggregate principal amounts of Mortgage Loans (A)
delinquent (exclusive of Mortgage Loans in foreclosure) (1) 1 to 30 days
(2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days and (B) in
foreclosure, as of the close of business on the last day of the calendar
month preceding such Distribution Date;
(xi) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number and Stated Principal
Balance of such Mortgage Loan as of the close of business on the
Determination Date preceding such Distribution Date and the date of
acquisition thereof;
(xii) the total number and principal balance of any REO Properties
(and market value, if available) as of the close of business on the
Determination Date preceding such Distribution Date;
(xiii) the Senior Prepayment Percentage and the Subordinate
Prepayment Percentage for the following Distribution Date; and
(xiv) the aggregate amount of Realized Losses incurred during the
preceding calendar month or any Ratio Strip Deferred Amounts 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
Holder of the Residual Certificate for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holder of the Residual
Certificate by the Trustee), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of the
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the Trustee
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of the
REMIC, nothing contained in this Agreement, including without limitation Section
7.03 hereof, shall be interpreted to require the Trustee periodically to
appraise the fair market values of the assets of the Trust Estate or to
indemnify the Trust Estate or any Certificateholders from any adverse federal,
state or local tax consequences associated with a change subsequently required
to be made in the Depositor's initial good faith determinations of such fair
market values (if subsequent determinations are required pursuant to the REMIC
Provisions) made from time to time.
Section 5.05 Tax Returns and Reports to Certificateholders.
(a) For federal income tax purposes, the REMIC shall have a calendar
year taxable year and shall maintain its books on the accrual method of
accounting.
(b) The Trustee shall prepare or cause to be prepared, shall execute
and shall file or cause to be filed with the Internal Revenue Service and
applicable state or local tax authorities income tax information returns for
each taxable year with respect to the REMIC containing such information at the
times and in the manner as may be required by the Code, the Treasury Regulations
or state or local tax laws, regulations, or rules, and shall furnish or cause to
be furnished to the REMIC and the Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby.
Within 30 days of the Closing Date, the Trustee shall furnish or cause to be
furnished to the Internal Revenue Service, on Form 8811 or as otherwise required
by the Code or the Treasury Regulations, the name, title, address and telephone
number of the person that Holders of the Certificates may contact for tax
information relating thereto, together with such additional information at the
time or times and in the manner required by the Code or the Treasury
Regulations. Such federal, state, or local income tax or information returns
shall be signed by the Trustee, or such other Person as may be required to sign
such returns by the Code, the Treasury Regulations or state or local tax laws,
regulations, or rules.
(c) In the first federal income tax return of the REMIC for its
short taxable year ending December 31, 2002, REMIC status shall be elected for
such taxable year and all succeeding taxable years.
(d) The Trustee will maintain or cause to be maintained such records
relating to the REMIC, including but not limited to records relating to the
income, expenses, assets and liabilities of the Trust Estate, and the initial
fair market value and adjusted basis of the Trust Estate property and assets
determined at such intervals as may be required by the Code or the Treasury
Regulations, as may be necessary to prepare the foregoing returns, schedules,
statements or information.
Section 5.06 Tax Matters Person. The Tax Matters Person shall have
the same duties with respect to the REMIC as those of a "tax matters partner"
under Subchapter C of Chapter 63 of Subtitle F of the Code. The Holder of the
Class A-R Certificate is hereby designated as the Tax Matters Person for the
REMIC. By the acceptance of the Class A-R Certificate, such Holder irrevocably
appoints the Trustee as its agent to perform all of the duties of the Tax
Matters Person for the REMIC.
Section 5.07 Rights of the Tax Matters Person in Respect of the
Trustee. The Trustee shall afford the Tax Matters Person, upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Trustee shall make available to the Tax Matters Person
such books, documents or records relating to the Trustee's services hereunder as
the Tax Matters Person shall reasonably request. The Tax Matters Person shall
not have any responsibility or liability for any action or failure to act by the
Trustee and is not obligated to supervise the performance of the Trustee under
this Agreement or otherwise.
Section 5.08 REMIC Related Covenants. For as long as the Trust shall
exist, the Trustee, the Depositor and the Servicer shall act in accordance
herewith to assure continuing treatment of the Trust Estate as a REMIC and avoid
the imposition of tax on the REMIC. In particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in the REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates and the Residual
Certificate.
(b) Except as otherwise provided in the Code, (i) the Depositor and
the Servicer shall not contribute to the Trust Estate and the Trustee shall not
accept property unless substantially all of the property held in the REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to the REMIC after the start-up day unless such contribution would
not subject the Trust Estate to the 100% tax on contributions to a REMIC after
the start-up day of the REMIC imposed by Code Section 860G(d).
(c) The Trustee shall not accept on behalf of the REMIC any fee or
other compensation for services and neither the Trustee nor the Servicer shall
knowingly accept, on behalf of the Trust Estate any income from assets other
than those permitted to be held by a REMIC.
(d) The Trustee shall not sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Sections 2.02,
2.04, 2.09 or 3.14(b)), unless such sale is pursuant to a "qualified
liquidation" as defined in Code Section 860F(a)(4)(A) and in accordance with
Article X.
(e) The Trustee shall maintain books with respect to the Trust on a
calendar year taxable year and on an accrual basis.
Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on the REMIC and will not disqualify the Trust Estate from treatment as
a REMIC; and, provided further, that the Servicer shall have demonstrated to the
satisfaction of the Trustee that such action will not adversely affect the
rights of the Holders of the Certificates and the Trustee and that such action
will not adversely impact the rating of the Certificates.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits X-0, X-0, X-0, X-0, A-P, A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C
(reverse of all Certificates) and shall, on original issue, be executed by the
Trustee and shall be countersigned and delivered by the Trustee to or upon the
order of the Depositor upon receipt by the Trustee of the documents specified in
Section 2.01. The Senior Certificates (other than the Class A-P and Class A-R
Certificates) shall be available to investors in interests representing minimum
dollar Certificate Balances of $1,000 and integral multiples of $1 in excess
thereof. The Subordinate Certificates and the Class A-P Certificates shall be
available to investors in interests representing minimum dollar Certificate
Balances of $25,000 and integral dollar multiples of $1 in excess thereof
(except one Certificate of such Class may be issued with a different Certificate
Balance. The Class A-R Certificate shall be in a minimum denomination of $100.
The Senior Certificates (other than the Class A-R Certificate) and the Class
B-1, Class B-2 and Class B-3 Certificates shall initially be issued in
book-entry form through the Depository and delivered to the Depository or,
pursuant to the Depository's instructions on behalf of the Depository to, and
deposited with, the Certificate Custodian, and all other Classes of Certificates
shall initially be issued in definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually countersigned by the Trustee substantially in the form provided for
herein, and such countersignature upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their countersignature.
Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at an office or agency in the
city in which the Corporate Trust Office of the Trustee is located a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or its attorney duly
authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name
of the Depository or its nominee and at all times: (A) registration of the
Certificates may not be transferred by the Trustee except to another
Depository; (B) the Depository shall maintain book-entry records with
respect to the Certificate Owners and with respect to ownership and
transfers of such Book-Entry Certificates; (C) ownership and transfers of
registration of the Book-Entry Certificates on the books of the Depository
shall be governed by applicable rules established by the Depository; (D)
the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (E) the Trustee shall deal with
the Depository as the representative of the Certificate Owners of the
Book-Entry Certificates for purposes of exercising the rights of Holders
under this Agreement, and requests and directions for and votes of the
Depository shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by
the Depository Participants with respect to indirect participating firms
and persons shown on the books of such indirect participating firms as
direct or indirect Certificate Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal
procedures.
(iii) If (A) (1) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and (2) the Trustee or the
Depositor is unable to locate a qualified successor, (B) the Depositor at
its option advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository or (C) after the occurrence of an
Event of Default, Certificate Owners representing at least 51% of the
aggregate Class Certificate Balances of the Book-Entry Certificates
together advise the Trustee and the Depository through the Depository
Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interests of the
Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of definitive, fully-registered Certificates (the "Definitive
Certificates") to Certificate Owners requesting the same. Upon surrender
to the Trustee of the related Class of Certificates by the Depository (or
by the Certificate Custodian, if it holds such Class on behalf of the
Depository), accompanied by the instructions from the Depository for
registration, the Trustee shall issue the Definitive Certificates. None of
the Servicer, the Depositor or the Trustee shall be liable for any delay
in delivery of such instruction and may conclusively rely on, and shall be
protected in relying on, such instructions. The Depositor shall provide
the Trustee with an adequate inventory of certificates to facilitate the
issuance and transfer of Definitive Certificates. Upon the issuance of
Definitive Certificates, the Trustee shall recognize the Holders of the
Definitive Certificates as Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
such laws. In the event of any such transfer, (i) unless such transfer is made
in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Trustee or the Depositor and (ii) the
Trustee shall require a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit G-1
and a certificate from such Certificateholder's prospective transferee
substantially in the form attached hereto either as Exhibit G-2A or as Exhibit
G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Depositor shall provide to
any Holder of a Private Certificate and any prospective transferees designated
by any such Holder, information regarding the related Certificates and the
Mortgage Loans and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
certificate without registration thereof under the 1933 Act pursuant to the
registration exemption provided by Rule 144A. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
(e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Trustee either (i) a representation letter
in the form of Exhibit H from the transferee of such Certificate, which
representation letter shall not be an expense of the Depositor, the Trustee or
the Servicer, or (ii) in the case of any ERISA Restricted Certificate presented
for registration in the name of an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code, or any
federal, state or local law ("Similar Law") which is similar to ERISA or the
Code (collectively, a "Plan"), or a trustee or custodian of any of the
foregoing, an Opinion of Counsel in form and substance satisfactory to the
Trustee and the Servicer to the effect that the purchase or holding of such
ERISA Restricted Certificate by or on behalf of such Plan will not result in the
assets of the Trust Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Depositor or the Servicer to any obligation in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee or the Servicer. Any transferee of an ERISA Restricted
Certificate that does not comply with either clause (i) or (ii) of the preceding
sentence will be deemed to have made one of the representations set forth in
Exhibit H. Notwithstanding anything else to the contrary herein, any purported
transfer of an ERISA Restricted Certificate to or on behalf of a Plan without
the delivery to the Trustee and the Servicer of an Opinion of Counsel
satisfactory to the Trustee and the Servicer as described above shall be void
and of no effect.
Neither the Trustee nor the Certificate Registrar shall have any
liability for transfers of Book-Entry Certificates made through the book-entry
facilities of the Depository or between or among any Depository Participants or
Certificate Owners, made in violation of applicable restrictions. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and Persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.
To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA Restricted Certificate that is in fact
not permitted by this Section 6.02 or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in a Residual Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form
of Exhibit I hereto from the proposed transferee.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Trustee has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in a Residual
Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in a Residual Certificate may be purchased
by or transferred to any Person that is not a U.S. Person, unless (A) such
Person holds such Residual Certificate in connection with the conduct of a
trade or business within the United States and furnishes the transferor
and the Trustee with an effective Internal Revenue Service Form W-8ECI (or
successor thereto) or (B) the transferee delivers to both the transferor
and the Trustee an Opinion of Counsel from a nationally-recognized tax
counsel to the effect that such transfer is in accordance with the
requirements of the Code and the regulations promulgated thereunder and
that such transfer of a Residual Certificate will not be disregarded for
federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership Interest
in a Residual Certificate in violation of the provisions of this Section
6.02 shall be absolutely null and void and shall vest no rights in the
purported transferee. If any purported transferee shall, in violation of
the provisions of this Section 6.02, become a Holder of a Residual
Certificate, then the prior Holder of such Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of
transfer of such Residual Certificate was not in fact permitted by this
Section 6.02, be restored to all rights as Holder thereof retroactive to
the date of registration of transfer of such Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this
Section 6.02 or for making any distributions due on such Residual
Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of the Agreement so long as the
transfer was registered in accordance with this Section 6.02. The Trustee
shall be entitled to recover from any Holder of a Residual Certificate
that was in fact not a Permitted Transferee at the time such distributions
were made all distributions made on such Residual Certificate. Any such
distributions so recovered by the Trustee shall be distributed and
delivered by the Trustee to the prior Holder of such Residual Certificate
that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section 6.02, then the Trustee, based on information
provided to the Trustee by the Servicer, will provide to the Internal
Revenue Service, and to the Persons specified in Section 860E(e)(3) and
(6) of the Code, information needed to compute the tax imposed under
Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations. The expenses of the Trustee under this clause
(vii) shall be reimbursable by the Trust.
(viii) No Ownership Interest in a Residual Certificate shall be
acquired by a Plan or any Person acting on behalf of a Plan.
(g) [Reserved]
(h) No service charge shall be imposed for any transfer or exchange
of Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(i) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Trustee, the
Depositor and the Certificate Registrar such security or indemnity reasonably
satisfactory to each, to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest but bearing a number not contemporaneously outstanding. Upon the
issuance of any new Certificate under this Section, the Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.
Section 6.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee or the Certificate Registrar may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar or any agent of the Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the
Servicer. The Depositor and the Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Servicer herein. By way of
illustration and not limitation, the Depositor is not liable for the servicing
and administration of the Mortgage Loans, nor is it obligated by Section 8.01 to
assume any obligations of the Servicer or to appoint a designee to assume such
obligations, nor is it liable for any other obligation hereunder that it may,
but is not obligated to, assume unless it elects to assume such obligation in
accordance herewith.
Section 7.02 Merger or Consolidation of the Depositor or the
Servicer. The Depositor and the Servicer will each keep in full effect its
existence, rights and franchises as a separate entity under the laws governing
its organization, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Servicer shall be a party, or any Person succeeding
to the business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Servicer shall be qualified to service
mortgage loans on behalf of FNMA or FHLMC.
Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others. None of the Depositor, the Servicer or any of the directors,
officers, employees or agents of the Depositor or of the Servicer shall be under
any liability to the Trust Estate or the Certificateholders for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor or the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee or agent of the Depositor or the Servicer
shall be indemnified by the Trust Estate and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. Neither of the Depositor nor the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Servicer may in its discretion undertake any such action which
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Depositor and the Servicer shall be entitled to be
reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit
in the Servicer Custodial Account as provided by Section 3.11.
Section 7.04 Depositor and Servicer Not to Resign. Subject to the
provisions of Section 7.02, neither the Depositor nor the Servicer shall resign
from its respective obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the
Depositor or the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by the Servicer shall
become effective until the Trustee or a successor Servicer shall have assumed
the Servicer's responsibilities and obligations in accordance with Section 8.05
hereof.
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:
(a) any failure by the Servicer to deposit amounts in the Servicer
Custodial Account in the amount and manner provided herein so as to enable the
Trustee to distribute to Holders of Certificates any payment required to be made
under the terms of such Certificates and this Agreement (other than the payments
required to be made under Section 3.20) which continues unremedied for a period
of five days; or
(b) failure on the part of the Servicer duly to observe or perform
in any material respect any other covenants or agreements of the Servicer set
forth in the Certificates or in this Agreement, which covenants and agreements
continue unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Servicer by the Trustee or the Depositor, or to the Servicer, the
Depositor and the Trustee by the Holders of Certificates evidencing Voting
Rights aggregating not less than 25% of all Certificates affected thereby; or
(c) the entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against the
Servicer, or for the winding up or liquidation of the Servicer's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(d) the consent by the Servicer to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the Servicer
or of or relating to substantially all of its property; or the Servicer shall
admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(e) the failure of the Servicer to remit any Periodic Advance
required to be remitted by the Servicer pursuant to Section 3.20 which failure
continues unremedied at 3:00 p.m. on the related Distribution Date;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the Servicer, either the Trustee or the Depositor may, and
at the direction of the Holders of Certificates evidencing Voting Rights
aggregating not less than 51% of all Certificates affected thereby shall, by
notice then given in writing to the Servicer (and to the Trustee, if given by
the Depositor, and to the Depositor, if given by the Trustee), terminate all of
the rights and obligations of the Servicer under this Agreement. If an Event of
Default described in clause (e) hereof shall occur, the Trustee shall, by notice
to the Servicer, terminate all of the rights and obligations of the Servicer
under this Agreement and in and to the Mortgage Loans and proceeds thereof and
the Trustee or a successor Servicer appointed pursuant to Section 8.05 shall
make the Advance which the Servicer failed to make. On or after the receipt by
the Servicer of such written notice, all authority and power of the Servicer
under this Agreement, whether with respect to the Certificates or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and
under this Section 8.01, unless and until such time as the Trustee shall appoint
a successor Servicer pursuant to Section 8.05, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Mortgage Loans and related
documents, or otherwise, including, without limitation, the recordation of the
assignments of the Mortgage Loans to it. The Servicer agrees to cooperate with
the Trustee in effecting the termination of the responsibilities and rights of
the Servicer hereunder, including, without limitation, the transfer to the
Trustee for the administration by it of all cash amounts that have been
deposited by the Servicer in the Servicer Custodial Account or thereafter
received by the Servicer with respect to the Mortgage Loans. Upon obtaining
notice or knowledge of the occurrence of any Event of Default, the Person
obtaining such notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
fees) incurred in connection with transferring the Mortgage Files to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor
Servicer. Notwithstanding the termination of the Servicer pursuant hereto, the
Servicer shall remain liable for any causes of action arising out of any Event
of Default occurring prior to such termination.
Section 8.02 Remedies of Trustee. During the continuance of any
Event of Default, so long as such Event of Default shall not have been remedied,
the Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default. During the continuance of any Event of Default, Holders
of Certificates evidencing Voting Rights aggregating not less than 25% of each
Class of Certificates affected thereby may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) the
terminating of the Servicer or any successor Servicer from its rights and duties
as servicer hereunder) at the request, order or direction of any of the
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby and, provided further,
that, subject to the provisions of Section 9.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.
Section 8.04 Action upon Certain Failures of the Servicer and upon
Event of Default. In the event that the Trustee shall have actual knowledge of
any failure of the Servicer specified in Section 8.01(a) or (b) which would
become an Event of Default upon the Servicer's failure to remedy the same after
notice, the Trustee shall give notice thereof to the Servicer. If the Trustee
shall have knowledge of an Event of Default, the Trustee shall give prompt
written notice thereof to the Certificateholders.
Section 8.05 Trustee to Act; Appointment of Successor.
(a) On and after the time the Servicer receives a notice of
termination pursuant to Section 8.01, the Trustee shall be the successor in all
respects to the Servicer in its capacity as servicer under this Agreement and
the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Servicer by the terms and provisions hereof or shall appoint a successor
pursuant to Section 3.07. Notwithstanding anything provided herein to the
contrary, under no circumstances shall any provision of this Agreement be
construed to require the Trustee, acting in its capacity as successor to the
Servicer in its obligation to make Advances, to advance, expend or risk its own
funds or otherwise incur any financial liability in the performance of its
duties hereunder if it shall have reasonable grounds for believing that such
funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor,
the Trustee shall be entitled to such compensation as the terminated Servicer
would have been entitled to hereunder if no such notice of termination had been
given. Notwithstanding the above, the Trustee may, if it shall be unwilling so
to act, or shall, if it is legally unable so to act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution having a net worth of not less than $10,000,000 as the
successor to the terminated Servicer hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Servicer hereunder;
provided, however, that (i) any such institution appointed as successor Servicer
shall not, as evidenced in writing by each Rating Agency, adversely affect the
then current rating of any Class of Certificates immediately prior to the
termination of the terminated Servicer. The appointment of a successor Servicer
shall not affect any liability of the predecessor Servicer which may have arisen
under this Agreement prior to its termination as Servicer, nor shall any
successor Servicer be liable for any acts or omissions of the predecessor
Servicer or for any breach by the Servicer of any of its representations or
warranties contained herein or in any related document or agreement. Pending
appointment of a successor to the terminated Servicer hereunder, unless the
Trustee is prohibited by law from so acting, the Trustee shall act in such
capacity as provided above. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession.
(b) In connection with the appointment of a successor Servicer or
the assumption of the duties of the Servicer, as specified in Section 8.05(a),
the Trustee may make such arrangements for the compensation of such successor
out of payments on Mortgage Loans serviced by the predecessor Servicer as it and
such successor shall agree; provided, however, that any Person assuming the
duties of the Servicer shall pay to such predecessor an amount equal to the
market value of the portion of the Servicing Fee that will accrue in the future
due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any
Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be
determined by Bank of America, N.A., on the basis of at least two quotations
from third parties actively engaged in the servicing of single-family mortgage
loans. If the successor Servicer does not agree that such market value is a fair
price, such successor shall obtain two quotations of market value from third
parties actively engaged in the servicing of single-family mortgage loans. The
market value of the excess portion of the Servicing Fee will then be equal to
the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii)
the highest figure obtained by the successor Servicer. Payment of the amount
calculated above shall be made to Bank of America, N.A., by the successor
Servicer no later than the last Business Day of the month in which such
successor Servicer becomes entitled to receive the Servicing Fee under this
Agreement. In no event will any portion of the Trust Estate be used to pay
amounts due to Bank of America, N.A. under this Section 8.05(b).
(c) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer maintain in force (i)
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder and (ii) a fidelity bond in
respect of its officers, employees and agents to the same extent as the Servicer
is so required pursuant to Section 3.03.
Section 8.06 Notification to Certificateholders. Upon any
termination or appointment of a successor to the Servicer pursuant to this
Article VIII, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency.
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred of which a
Responsible Officer of the Trustee shall have actual knowledge (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a reasonably prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Depositor or the Servicer and which on
their face, do not contradict the requirements of this Agreement;
(ii) The Trustee (in its individual capacity) shall not be
personally liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was grossly negligent in ascertaining the
pertinent facts;
(iii) The Trustee (in its individual capacity) shall not be
personally liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with the direction of
Certificateholders as provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (a)
and (b) of Section 8.01 or an Event of Default under clauses (c), (d) and
(e) of Section 8.01 unless a Responsible Officer of the Trustee assigned
to and working in the Corporate Trust Office obtains actual knowledge of
such failure or event or any officer of the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Servicer, the Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 8.05, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance as successor
Servicer) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that repayment of funds or adequate indemnity
against such risk or liability is not reasonably assured to it.
Section 9.02 Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 9.01:
(i) The Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been
cured or waived), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and skill in their
exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
Holders or Certificate or any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability or payment of such estimated expenses as a condition to so
proceeding; and
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys.
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the execution
of, and the counter-signature on the Certificates) shall be taken as the
statements of the Depositor or Servicer, as applicable, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Agreement or of the Certificates or any
Mortgage Loans save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject, as to
enforcement of remedies, to applicable insolvency, receivership, moratorium and
other laws affecting the rights of creditors generally, and to general
principles of equity and the discretion of the court (regardless of whether
enforcement of such remedies is considered in a proceeding in equity or at law).
The Trustee shall not be accountable for the use or application by the Depositor
of funds paid to the Depositor in consideration of the assignment of the
Mortgage Loans hereunder by the Depositor, or for the use or application of any
funds paid to Subservicers or the Servicer in respect of the Mortgage Loans or
deposited into the Servicer Custodial Account, or any other account hereunder
(other than the Certificate Account) by the Servicer.
The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of any Mortgage
or any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority or for or with respect to the
sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon (other than if
the Trustee shall assume the duties of the Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the successor Servicer); the
validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of the Servicer pursuant to Section 8.05 and thereupon only for the acts
or omissions of the Trustee as successor Servicer); the compliance by the
Depositor or the Servicer with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or
representation; any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, it being understood that the Trustee shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Depositor, the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer), any Subservicer or any Mortgagor; any action of the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer) or any Subservicer taken in the name of the Trustee; the failure of
the Servicer or any Subservicer to act or perform any duties required of it as
agent of the Trustee hereunder; or any action by the Trustee taken at the
instruction of the Servicer (other than if the Trustee shall assume the duties
of the Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Servicer); provided, however, that the
foregoing shall not relieve the Trustee of its obligation to perform its duties
under this Agreement, including, without limitation, the Trustee's review of the
Mortgage Files pursuant to Section 2.02. The Trustee shall file any financing or
continuation statement in any public office at any time required to maintain the
perfection of any security interest or lien granted to it hereunder.
Section 9.04 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Trustee and may otherwise deal
with the Servicer, any Subservicer or any of their respective affiliates with
the same right it would have if it were not the Trustee.
Section 9.05 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be (a) an institution the deposits of which are
fully insured by the FDIC and (b) a corporation or banking association organized
and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority and (c) with respect to
every successor trustee hereunder either an institution (i) the long-term
unsecured debt obligations of which are rated at least "A" by S&P and Fitch or
(ii) whose serving as Trustee hereunder would not result in the lowering of the
ratings originally assigned to any Class of Certificates. The Trustee shall not
be an affiliate of the Depositor or the Servicer. If such corporation or banking
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 9.05, the combined capital and surplus of such
corporation or banking association shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provision of this Section 9.05, the Trustee shall resign immediately in the
manner and with the effect specified in Section 9.06.
Section 9.06 Resignation and Removal of Trustee. The Trustee may at
any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Servicer and mailing a copy of such notice to all
Holders of record. The Trustee shall also mail a copy of such notice of
resignation to each Rating Agency. Upon receiving such notice of resignation,
the Servicer shall use their best efforts to promptly appoint a mutually
acceptable successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.05 and shall fail to resign after written
request therefor by the Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Servicer
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor.
The Holders of Certificates evidencing not less than 50% of the
Voting Rights may at any time remove the Trustee by written instrument or
instruments delivered to the Servicer and the Trustee; the Servicer shall
thereupon use their best efforts to appoint a mutually acceptable successor
Trustee in accordance with this Section 9.06.
Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.06 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 9.07.
Section 9.07 Successor Trustee. Any successor Trustee appointed as
provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall duly assign, transfer,
deliver and pay over to the successor Trustee the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee in the administration
hereof as may be reasonably requested by the successor Trustee and shall
thereupon be discharged from all duties and responsibilities under this
Agreement; provided, however, that if the predecessor Trustee has been
terminated pursuant to the third paragraph of Section 9.06, all reasonable
expenses of the predecessor Trustee incurred in complying with this Section 9.07
shall be reimbursed by the Trust.
No successor Trustee shall accept appointment as provided in this
Section 9.07 unless at the time of such appointment such successor Trustee shall
be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee as provided in
this Section 9.07, the Servicer shall cooperate to mail notice of the succession
of such Trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency. If the Servicer
fail to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Servicer.
Section 9.08 Merger or Consolidation of Trustee. Any corporation or
banking association into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation or banking association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or banking association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, if such corporation or banking association
is eligible under the provisions of Section 9.05, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 9.09 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the Servicer and
the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee as
co-trustee or separate trustee of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity, such title to the Trust
Estate, or any part thereof, and, subject to the other provision of this Section
9.09, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within ten days after the receipt by it of a request
to do so, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.05 and no notice to Holders
of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 9.07.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.09, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee. No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; provided, however, that no appointment
of a co-trustee or separate trustee hereunder shall relieve the Trustee of its
obligations hereunder.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged a
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 9.10 Authenticating Agents. The Trustee may appoint one or
more authenticating agents ("Authenticating Agents") which shall be authorized
to act on behalf of the Trustee in authenticating or countersigning
Certificates. Initially, the Authenticating Agent shall be The Bank of New York.
Wherever reference is made in this Agreement to the authentication or
countersigning of Certificates by the Trustee or the Trustee's certificate of
authentication or countersigning, such reference shall be deemed to include
authentication or countersigning on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication or countersignature executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent must be
acceptable to the Servicer and must be a corporation or banking association
organized and doing business under the laws of the United States of America or
of any State, having a principal office and place of business in New York, New
York, having a combined capital and surplus of at least $15,000,000, authorized
under such laws to do a trust business and subject to supervision or examination
by Federal or State authorities.
Any corporation or banking association into which any Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Servicer. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Servicer. Upon receiving
a notice of resignation or upon such a termination, or in case, at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicer and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.
Section 9.11 Trustee's Fees and Expenses. The Trustee, as
compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date an amount equal to the Trustee Fee for such Distribution Date
pursuant to Section 5.02(a). The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust and held harmless against
any loss, liability or expense (including reasonable attorney's fees) (a)
incurred in connection with any claim or legal action relating to (i) this
Agreement, (ii) the Certificates, or (iii) the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of any of the Trustee's duties hereunder, (b) resulting from any tax
or information return which was prepared by, or should have been prepared by,
the Servicer and (c) arising out of the transfer of any Private Certificate not
in compliance with ERISA. Such indemnity shall survive the termination of this
Agreement or the resignation or removal of the Trustee hereunder. Without
limiting the foregoing, except as otherwise agreed upon in writing by the
Depositor and the Trustee, and except for any such expense, disbursement or
advance as may arise from the Trustee's gross negligence, bad faith or willful
misconduct, the Trust shall reimburse the Trustee for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Agreement to the extent permitted by Treasury
Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the
Depositor and the Trustee intend to enter into a separate agreement for
custody-related services. Except as otherwise provided herein, the Trustee shall
not be entitled to payment or reimbursement for any routine ongoing expenses
incurred by the Trustee in the ordinary course of its duties as Trustee,
Certificate Registrar or Paying Agent hereunder or for any other expenses.
Section 9.12 Appointment of Custodian. The Trustee may at any time
on or after the Closing Date, with the consent of the Depositor and the
Servicer, appoint one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a custodial agreement
in a form acceptable to the Depositor and the Servicer. Subject to this Article
IX, the Trustee agrees to comply with the terms of each Custodial Agreement and
to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File.
Section 9.13 Paying Agents. The Trustee may appoint one or more
Paying Agents (each, a "Paying Agent") which shall be authorized to act on
behalf of the Trustee in making withdrawals from the Certificate Account and
distributions to Certificateholders as provided in Section 3.08 and Section
5.02. Wherever reference is made in this Agreement to the withdrawal from the
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Initially, the
Paying Agent shall be The Bank of New York. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
Certificate Account as the Trustee shall request from time to time. Each Paying
Agent must be reasonably acceptable to the Servicer and must be a corporation or
banking association organized and doing business under the laws of the United
States of America or of any state, having (except in the case of the Trustee) a
principal office and place of business in New York, New York, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities.
Any corporation into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Paying Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent provided that such
corporation after the consummation of such merger, conversion, consolidation or
succession meets the eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer; provided that the Paying Agent
has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Trustee, for all amounts it has withdrawn from
the Certificate Account. The Trustee may, upon prior written approval of the
Servicer, at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent and to the Servicer. Upon receiving a
notice of resignation or upon such a termination, or in case at any time any
Paying Agent shall cease to be eligible in accordance with the provisions of the
first paragraph of this Section 9.13, the Trustee may appoint, upon prior
written approval of the Servicer, a successor Paying Agent, shall give written
notice of such appointment to the Servicer and shall mail notice of such
appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.
Section 9.14 Limitation of Liability. The Certificates are executed
by the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it by
this Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such preceding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee. Any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursement and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Certificateholders in respect of which such
judgment has been recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default or
other default by the Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.
Section 9.17 Waiver of Bond Requirement. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement. The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective
obligations and responsibilities of the Depositor, the Servicer and the Trustee
created hereby (other than the obligation of 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 remaining in the Trust Estate at a price
equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage
Loan (other than any Mortgage Loan as to which REO Property has been acquired
and whose fair market value is included pursuant to clause (ii) below) and (ii)
the fair market value of such REO Property (as determined by the Depositor as of
the close of business on the third Business Day next preceding the date upon
which notice of any such termination is furnished to Certificateholders pursuant
to the third paragraph of this Article X), plus any Class Unpaid Interest
Shortfall for any Class of Certificates as well as one month's interest at the
related Mortgage Rate on the Stated Principal Balance of each Mortgage Loan
(including any Mortgage Loan as to which REO Property has been acquired) or (b)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Estate or the disposition of all
REO Property; provided, however, that in no event shall the Trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United
States to the Court of St. Xxxxx, living on the date hereof.
The right of the Depositor to repurchase all Mortgage Loans pursuant
to (a) above is conditioned upon the Pool Stated Principal Balance as of the
Final Distribution Date being less than 10% of the Cut-Off Date Pool Principal
Balance. If such right is exercised, the Trustee shall, promptly following
payment of the purchase price, release to the Depositor or its designee the
Mortgage Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and for cancellation, shall be given promptly
by the Depositor (if exercising its right to purchase the assets of the Trust)
or by the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying (1) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final payment and (3)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. If the
Depositor is obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Trustee and the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Depositor, the Depositor shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the amount necessary to make the amount, if any, on deposit in the
Certificate Account on the Final Distribution Date equal to the purchase price
for the related assets of the Trust computed as above provided together with a
statement as to the amount to be distributed on each Class of Certificates
pursuant to the next succeeding paragraph.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each Class, in the order
set forth in Section 5.02 hereof, on the final Distribution Date and in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (I) as to each Class of
Certificates, the Class Certificate Balance thereof plus (a) accrued interest
thereon in the case of an interest bearing Certificate and (b) the Ratio Strip
Deferred Amount with respect to the Class A-P Certificates, and (II) as to the
Class A-R Certificate, the amounts, if any, which remain on deposit in the
Certificate Account (other than the amounts retained to meet claims) after
application pursuant to clause (I) above.
If all of the Certificateholders do not surrender their Certificates
for final payment and cancellation on or before the Final Distribution Date, the
Trustee shall on such date cause all funds in the Certificate Account not
distributed in final distribution to Certificateholders to continue to be held
by the Trustee in an Eligible Account for the benefit of such Certificateholders
and the Depositor (if it exercised its right to purchase the assets of the Trust
Estate) or the Trustee (in any other case) shall give a second written notice to
the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds on deposit in such Eligible Account.
Section 10.02 Additional Termination Requirements.
(a) If the Depositor exercises its purchase option as provided in
Section 10.01, the Trust shall be terminated in accordance with the following
additional requirements, unless the Trustee has received an Opinion of Counsel
to the effect that the failure of the Trust to comply with the requirements of
this Section 10.02 will not (i) result in the imposition of taxes on "prohibited
transactions" of the Trust as defined in Section 860F of the Code, or (ii) cause
the Trust Estate to fail to qualify as a REMIC at any time that any Certificates
are outstanding:
(i) within 90 days prior to the Final Distribution Date set forth in
the notice given by the Depositor under Section 10.01, the Trustee shall
sell all of the assets of the Trust Estate to the Depositor for cash; and
(ii) the notice given by the Depositor or the Trustee pursuant to
Section 10.01 shall provide that such notice constitutes the adopting of a
plan of complete liquidation of the REMIC as of the date of such notice
(or, if earlier, the date on which such notice was mailed to
Certificateholders). The Trustee shall also specify such date in the final
tax return of the REMIC.
(b) By the acceptance of the Residual Certificate, the Holder
thereof hereby agrees to take such other action in connection with such plan of
complete liquidation as may be reasonably requested by the Depositor.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Servicer and the Trustee without the consent of any
of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct
or supplement any provisions herein or therein which may be inconsistent with
any other provisions of this Agreement, any amendment to this Agreement or the
related Prospectus Supplement, (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Estate as a REMIC at all times that any Certificates are outstanding
or to avoid or minimize the risk of the imposition of any tax on the REMIC
pursuant to the Code that would be a claim against the Trust Estate, provided
that (a) the Trustee has received an Opinion of Counsel to the effect that such
action is necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (b) such action shall
not, as evidenced by such Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder, (iv) to change the timing and/or
nature of deposits into the Certificate Account provided that (a) such change
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder and (b) such change
shall not adversely affect the then-current rating of the Senior Certificates,
the Class B-1 Certificates, the Class B-2 Certificates, the Class B-3
Certificates, the Class B-4 Certificates or the Class B-5 Certificates as
evidenced by a letter from each Rating Agency rating such Certificates to such
effect, (v) to reduce the percentage of the Cut-Off Date Pool Principal Balance
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 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 Trust Estate as a REMIC and
notice of the conclusion expressed in such Opinion of Counsel shall be included
with any such solicitation. An amendment made with the consent of all
Certificateholders and executed in accordance with this Section 11.01 shall be
permitted or authorized by this Agreement notwithstanding that such Opinion of
Counsel may conclude that such amendment would adversely affect the
qualification of the Trust Estate as a REMIC.
Promptly after the execution of any such amendment or consent the
Trustee shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.
It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Trustee may prescribe.
Section 11.02 Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer and at its expense on direction by the Trustee, who will act at the
direction of Holders of Certificates evidencing not less than 50% of all Voting
Rights, but only upon direction of the Trustee accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as provided herein, and unless also
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of each Class of Certificates affected thereby shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 Notices. All demands, notices, instructions,
directions, requests, and communications required to be delivered hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (provided,
however, that notices to the Trustee may be delivered by facsimile and shall be
deemed effective upon receipt) to (a) in the case of the Depositor, Bank of
America Mortgage Securities, Inc., 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx
Xxxxxxxx 00000, Attention: General Counsel and Chief Financial Officer, (b) in
the case of the Servicer, Bank of America, N.A., 000 Xxxx Xxxx Xxxxxx, Xxxxx
000, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Servicing Manager, with a copy to:
Bank of America, N.A. 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000,
Attention: General Counsel and Chief Financial Officer, (c) in the case of the
Trustee, 000 Xxxxxxx Xxxxxx - 8 West, New York, New York 10286, Attention:
Corporate Trust - MBS Group (Fax: (000) 000-0000), (d) S&P, Standard & Poor's, a
division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attn: Mortgage Surveillance Group, and (e) in the case of Fitch, Fitch
Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Residential
Mortgage Surveillance Group; or, as to each party, at such other address as
shall be designated by such party in a written notice to each other party. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.
Section 11.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 11.07 Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Estate, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Estate or for any reason whatsoever, and that Certificates
upon execution, countersignature and delivery thereof by the Trustee pursuant to
Section 6.01 are and shall be deemed fully paid.
Section 11.08 Access to List of Certificateholders. The Certificate
Registrar will furnish or cause to be furnished to the Trustee, within 15 days
after the receipt of a request by the Trustee in writing, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to Certificateholders.
If three or more Certificateholders apply in writing to the Trustee,
and such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 11.09 Recharacterization. The parties to this Agreement
intend the conveyance by the Depositor to the Trustee of all of its right, title
and interest in and to the Mortgage Loans pursuant to this Agreement to
constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to
the extent that such conveyance is held not to constitute a sale under
applicable law, it is intended that this Agreement shall constitute a security
agreement under applicable law and that the Depositor shall be deemed to have
granted to the Trustee a first priority security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans.
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused this Agreement to be duly executed by their respective officers thereunto
duly authorized to be hereunto affixed, all as of the day and year first above
written.
BANK OF AMERICA MORTGAGE SECURITIES, INC.,
as Depositor
By:
--------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
BANK OF AMERICA, N.A.,
as Servicer
By:
--------------------------------------
Name: Xxxxxx X. XxXxxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK,
as Trustee
By:
--------------------------------------
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
)
On the 26th day of September, 2002, before me, a notary public in
and for the State of New York, personally appeared _________________, known to
me who, being by me duly sworn, did depose and say that s/he is a
________________ of The Bank of New York, a New York banking corporation, one of
the parties that executed the foregoing instrument; and that s/he signed his/her
name thereto by order of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
. ) ss.:
COUNTY OF MECKLENBURG )
)
On the 26th day of September, 2002, before me, a notary public in
and for the State of North Carolina, personally appeared Xxxx Xxxxxx, known to
me who, being by me duly sworn, did depose and say that she is the Vice
President of Bank of America Mortgage Securities, Inc. a Delaware corporation,
one of the parties that executed the foregoing instrument; and that she signed
her name thereto by order of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 26th day of September, 2002, before me, a notary public in
and for the State of North Carolina, personally appeared Xxxxxx X. XxXxxxxxx,
known to me who, being by me duly sworn, did depose and say that he is the
Senior Vice President of Bank of America, N.A., a national banking association,
one of the parties that executed the foregoing instrument; and that he signed
her name thereto by order of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class A-1
evidencing an interest in a Trust consisting primarily of a pool of
adjustable-rate mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: September 1, 2002
First Distribution Date: October 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $137,678,000.00
Pass-Through Rate: Variable
CUSIP No.: 06050H VJ 4
ISIN No.: US06050HVJ49
This certifies that _____________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated September 26, 2002 (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.
For each Distribution Date occurring prior to and including the
Distribution Date in March 2006, interest will accrue at the rate of 2.995% per
annum. For each Distribution Date after the Distribution Date in March 2006 and
prior to the Distribution Date in September 2007, interest will accrue at a per
annum rate equal to the Adjusted Net WAC of the Mortgage Loans minus 1.417231%.
For each Distribution Date occurring on and after the Distribution Date in
September 2007, interest will accrue at a per annum rate equal to the weighted
average of the Net Mortgage Interest Rates of the Mortgage Loans (based on the
Stated Principal Balances of the Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date).
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class A-2
evidencing an interest in a Trust consisting primarily of a pool of
adjustable-rate mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: September 1, 2002
First Distribution Date: October 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $341,000,000.00
Pass-Through Rate: Variable
CUSIP No.: 06050H VK 1
ISIN No.: US06050HVK12
This certifies that _____________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated September 26, 2002 (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.
For each Distribution Date occurring prior to and including the
Distribution Date in March 2006, interest will accrue at the rate of 4.879% per
annum. For each Distribution Date after the Distribution Date in March 2006 and
prior to the Distribution Date in September 2007, interest will accrue at a per
annum rate equal to the Adjusted Net WAC of the Mortgage Loans plus 0.466769%.
For each Distribution Date occurring on and after the Distribution Date in
September 2007, interest will accrue at a per annum rate equal to the weighted
average of the Net Mortgage Interest Rates of the Mortgage Loans (based on the
Stated Principal Balances of the Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date).
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class A-3
evidencing an interest in a Trust consisting primarily of a pool of
adjustable-rate mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: September 1, 2002
First Distribution Date: October 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $75,000,000.00
Pass-Through Rate: Variable
CUSIP No.: 06050H VL 9
ISIN No.: US06050HVL94
This certifies that _____________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated September 26, 2002 (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.
For each Distribution Date occurring prior to and including the
Distribution Date in March 2006, interest will accrue at the rate of 4.879% per
annum. For each Distribution Date after the Distribution Date in March 2006 and
prior to the Distribution Date in September 2007, interest will accrue at a per
annum rate equal to the Adjusted Net WAC of the Mortgage Loans plus 0.466769%.
For each Distribution Date occurring on and after the Distribution Date in
September 2007, interest will accrue at a per annum rate equal to the weighted
average of the Net Mortgage Interest Rates of the Mortgage Loans (based on the
Stated Principal Balances of the Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date).
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS A-3 CERTIFICATES WILL BE BORNE BY THE
CLASS A-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class A-4
evidencing an interest in a Trust consisting primarily of a pool of
adjustable-rate mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: September 1, 2002
First Distribution Date: October 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,025,000.00
Pass-Through Rate: Variable
CUSIP No.: 06050H VM 7
ISIN No.: US06050HVM77
This certifies that _____________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated September 26, 2002 (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.
For each Distribution Date occurring prior to and including the
Distribution Date in March 2006, interest will accrue at the rate of 4.879% per
annum. For each Distribution Date after the Distribution Date in March 2006 and
prior to the Distribution Date in September 2007, interest will accrue at a per
annum rate equal to the Adjusted Net WAC of the Mortgage Loans plus 0.466769%.
For each Distribution Date occurring on and after the Distribution Date in
September 2007, interest will accrue at a per annum rate equal to the weighted
average of the Net Mortgage Interest Rates of the Mortgage Loans (based on the
Stated Principal Balances of the Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date).
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-P
[FORM OF FACE OF CLASS A-P CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class A-P
[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 2002-J
Class A-P
evidencing an interest in a Trust consisting primarily of a pool of
adjustable-rate mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: September 1, 2002
First Distribution Date: October 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $358,269.00
Pass-Through Rate: Principal Only/Variable
CUSIP No.: 06050H VN 5
ISIN No.: US06050HVN50
This certifies that _____________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated September 26, 2002 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This Class A-P Certificate represents the right to receive principal only
prior to and including the Distribution Date in August 2007. After the August
2007 Distribution Date, interest will accrue at a rate equal to the weighted
average of the Net Mortgage Interest Rates of the Mortgage Loans (based on the
Stated Principal Balances of the Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date).
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-R
[FORM OF FACE OF CLASS A-R CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class A-R
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CLASS A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class A-R
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of a pool of adjustable-rate mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties deposited
by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: September 1, 2002
First Distribution Date: October 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: Variable
CUSIP No.: 06050H VP 0
ISIN No.: US06050HVP09
This certifies that _____________________ is the registered owner of 100%
Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust consisting of the Mortgage Loans deposited
by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was
created pursuant to a Pooling and Servicing Agreement, dated September 26, 2002
(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.
For each Distribution Date occurring prior to and including the
Distribution Date in March 2006, interest will accrue at the rate of 4.412231%
per annum. For each Distribution Date after the Distribution Date in March 2006
and prior to the Distribution Date in September 2007, interest will accrue at a
per annum rate equal to the Adjusted Net WAC of the Mortgage Loans. For each
Distribution Date occurring on and after the Distribution Date in September
2007, interest will accrue at a per annum rate equal to the weighted average of
the Net Mortgage Interest Rates of the Mortgage Loans (based on the Stated
Principal Balances of the Mortgage Loans on the Due Date in the month preceding
the month of such Distribution Date).
Any distribution of the proceeds of any remaining assets of the
Certificate Account will be made only upon presentment and surrender of this
Class A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class A-R
Certificate are expressly subject to the following provisions: (i) each Person
holding or acquiring this Class A-R Certificate shall be a Permitted Transferee
and shall promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee; (ii) no Person shall acquire an ownership
interest in this Class A-R Certificate unless such ownership interest is a pro
rata undivided interest; (iii) in connection with any proposed transfer of this
Class A-R Certificate, the Trustee shall require delivery to it, in form and
substance satisfactory to it, of an affidavit in the form of Exhibit I to the
Pooling and Servicing Agreement; (iv) notwithstanding the delivery of an
affidavit by a proposed transferee under clause (iii) above, if a Responsible
Officer of the Trustee has actual knowledge that the proposed transferee is not
a Permitted Transferee, no transfer of any Ownership Interest in this Class A-R
Certificate to such proposed transferee shall be effected; (v) this Class A-R
Certificate may not be purchased by or transferred to any Person that is not a
U.S. Person, unless (A) such Person holds this Class A-R 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 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 Class A-R Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class A-R Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class A-R Certificate in violation of such restrictions, then the
Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class B-1
evidencing an interest in a Trust consisting primarily of a pool of
adjustable-rate mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: September 1, 2002
First Distribution Date: October 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $7,144,000.00
Pass-Through Rate: Variable
CUSIP No.: 06050H VQ 8
ISIN No.: US06050HVQ81
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated September 26, 2002 (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.
For each Distribution Date occurring prior to and including the
Distribution Date in March 2006, interest will accrue at the rate of 4.412231%
per annum. For each Distribution Date after the Distribution Date in March 2006
and prior to the Distribution Date in September 2007, interest will accrue at a
per annum rate equal to the Adjusted Net WAC of the Mortgage Loans. For each
Distribution Date occurring on and after the Distribution Date in September
2007, interest will accrue at a per annum rate equal to the weighted average of
the Net Mortgage Interest Rates of the Mortgage Loans (based on the Stated
Principal Balances of the Mortgage Loans on the Due Date in the month preceding
the month of such Distribution Date).
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS
B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class B-2
evidencing an interest in a Trust consisting primarily of a pool of
adjustable-rate mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: September 1, 2002
First Distribution Date: October 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,143,000.00
Pass-Through Rate: Variable
CUSIP No.: 06050H VR 6
ISIN No.: US06050HVR64
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated September 26, 2002 (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.
For each Distribution Date occurring prior to and including the
Distribution Date in March 2006, interest will accrue at the rate of 4.412231%
per annum. For each Distribution Date after the Distribution Date in March 2006
and prior to the Distribution Date in September 2007, interest will accrue at a
per annum rate equal to the Adjusted Net WAC of the Mortgage Loans. For each
Distribution Date occurring on and after the Distribution Date in September
2007, interest will accrue at a per annum rate equal to the weighted average of
the Net Mortgage Interest Rates of the Mortgage Loans (based on the Stated
Principal Balances of the Mortgage Loans on the Due Date in the month preceding
the month of such Distribution Date).
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1
AND CLASS B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class B-3
evidencing an interest in a Trust consisting primarily of a pool of
adjustable-rate mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: September 1, 2002
First Distribution Date: October 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,286,000.00
Pass-Through Rate: Variable
CUSIP No.: 06050H VS 4
ISIN No.: US06050HVS48
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated September 26, 2002 (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.
For each Distribution Date occurring prior to and including the
Distribution Date in March 2006, interest will accrue at the rate of 4.412231%
per annum. For each Distribution Date after the Distribution Date in March 2006
and prior to the Distribution Date in September 2007, interest will accrue at a
per annum rate equal to the Adjusted Net WAC of the Mortgage Loans. For each
Distribution Date occurring on and after the Distribution Date in September
2007, interest will accrue at a per annum rate equal to the weighted average of
the Net Mortgage Interest Rates of the Mortgage Loans (based on the Stated
Principal Balances of the Mortgage Loans on the Due Date in the month preceding
the month of such Distribution Date).
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2 AND CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class B-4
evidencing an interest in a Trust consisting primarily of a pool of
adjustable-rate mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: September 1, 2002
First Distribution Date: October 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $857,000.00
Pass-Through Rate: Variable
CUSIP No.: 06050H VT 2
ISIN No: US06050HVT21
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated September 26, 2002 (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.
For each Distribution Date occurring prior to and including the
Distribution Date in March 2006, interest will accrue at the rate of 4.412231%
per annum. For each Distribution Date after the Distribution Date in March 2006
and prior to the Distribution Date in September 2007, interest will accrue at a
per annum rate equal to the Adjusted Net WAC of the Mortgage Loans. For each
Distribution Date occurring on and after the Distribution Date in September
2007, interest will accrue at a per annum rate equal to the weighted average of
the Net Mortgage Interest Rates of the Mortgage Loans (based on the Stated
Principal Balances of the Mortgage Loans on the Due Date in the month preceding
the month of such Distribution Date).
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2, CLASS B-3 AND CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class B-5
evidencing an interest in a Trust consisting primarily of a pool of
adjustable-rate mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: September 1, 2002
First Distribution Date: October 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $858,000.00
Pass-Through Rate: Variable
CUSIP No.: 06050H VU 9
ISIN No.: US06050HVU93
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated September 26, 2002 (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.
For each Distribution Date occurring prior to and including the
Distribution Date in March 2006, interest will accrue at the rate of 4.412231%
per annum. For each Distribution Date after the Distribution Date in March 2006
and prior to the Distribution Date in September 2007, interest will accrue at a
per annum rate equal to the Adjusted Net WAC of the Mortgage Loans. For each
Distribution Date occurring on and after the Distribution Date in September
2007, interest will accrue at a per annum rate equal to the weighted average of
the Net Mortgage Interest Rates of the Mortgage Loans (based on the Stated
Principal Balances of the Mortgage Loans on the Due Date in the month preceding
the month of such Distribution Date).
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2, CLASS B-3, CLASS B-4 AND CLASS B-5 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-J
Class B-6
evidencing an interest in a Trust consisting primarily of a pool of
adjustable-rate mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: September 1, 2002
First Distribution Date: October 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,143,075.00
Pass-Through Rate: Variable
CUSIP No.: 06050H VV 7
ISIN No.: US06050HVV76
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated September 26, 2002 (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.
For each Distribution Date occurring prior to and including the
Distribution Date in March 2006, interest will accrue at the rate of 4.412231%
per annum. For each Distribution Date after the Distribution Date in March 2006
and prior to the Distribution Date in September 2007, interest will accrue at a
per annum rate equal to the Adjusted Net WAC of the Mortgage Loans. For each
Distribution Date occurring on and after the Distribution Date in September
2007, interest will accrue at a per annum rate equal to the weighted average of
the Net Mortgage Interest Rates of the Mortgage Loans (based on the Stated
Principal Balances of the Mortgage Loans on the Due Date in the month preceding
the month of such Distribution Date).
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Bank of America Mortgage Securities, Inc. Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (collectively, the
"Certificates"), and representing a beneficial ownership interest in the Trust
created by the Pooling and Servicing Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Pooling and Servicing
Agreement or, except as expressly provided in the Pooling and Servicing
Agreement, subject to any liability under the Pooling and Servicing Agreement.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 25th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement. The Record Date applicable to each Distribution Date is the
last Business Day of the month next preceding the month of such Distribution
Date.
On each Distribution Date, the Trustee shall distribute out of the
Certificate Account to each Certificateholder of record on the related Record
Date (other than respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Regular Certificate (in the event such
Certificateholder owns of record 100% of a Class of Certificates or holds
Certificates of any Class having denominations aggregating $1,000,000 or more),
by wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth in Section 5.02 of the Pooling and Servicing
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentation and surrender of such Certificate to the
Trustee as contemplated by Section 10.01 of the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Pooling and Servicing Agreement at any time by the Depositor, the Servicer and
the Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Pooling and Servicing Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Pooling and Servicing Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the Corporate Trust Office accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer, the Certificate Registrar and the Trustee and
any agent of the Depositor, the Servicer, the Certificate Registrar or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Servicer, the
Certificate Registrar, the Trustee or any such agent shall be affected by any
notice to the contrary.
On any Distribution Date on which the Pool Stated Principal Balance is
less than 10% of the Cut-Off Date Pool Principal Balance, the Depositor will
have the option to repurchase, in whole, from the Trust all remaining Mortgage
Loans and all property acquired in respect of the Mortgage Loans at a purchase
price determined as provided in the Pooling and Servicing Agreement. 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 termination occurs, the
obligations and responsibilities created by the Pooling and Servicing Agreement
will terminate upon the later of the maturity or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
or the disposition of all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Pooling and Servicing Agreement. In no event shall the Trust created by the
Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. Xxxxx, living on the date
thereof.
Any term used herein that is defined in the Pooling and Servicing
Agreement shall have the meaning assigned in the Pooling and Servicing
Agreement, and nothing herein shall be deemed inconsistent with that meaning.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
THE BANK OF NEW YORK,
as Trustee
By
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [__] Certificates referred to in the Pooling and
Servicing Agreement referenced herein.
THE BANK OF NEW YORK,
as Trustee
By
--------------------------------------
Authorized Signatory
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
____________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________________________________________ for the
account of ___________________, account number _________________________, or, if
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to _____________________________________.
This information is provided by _______________, the assignee named above,
or , as its agent.
EXHIBIT D
MORTGAGE LOAN SCHEDULE
[BANK OF AMERICA LOGO]
BOAMS 0000-X
0/0 XXXXX
XXXXXXXX SCHEDULE
Loan Count: 1127
Scheduled PB
as of 9/1/02: 571,492,445.76
Unpaid PB W/A: 507,091.79
W/A Interest Rate: 5.522
W/A Remaining Term: 357
LOAN ZIP PROPERTY LOAN DOC ORIGINAL NOTE ORIGINAL
NUMBER BORROWER STATE CODE TYPE OCCUPANCY PURPOSE TYPE LTV RATE PB
-----------------------------------------------------------------------------------------------------------------------------------
6000111689 JIANG CA 94080 Single Family Primary Refinance Reduced 63.91 5.375 447,400
6000169885 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 44.28 5.625 775,000
6000241957 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 38.07 5.500 495,000
6000448735 XXXXXX XX 00000 Single Family Primary Refinance Reduced 42.42 5.625 700,000
6001176608 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 62.50 5.625 500,000
6001576724 XXXXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 70.96 5.500 567,750
6003367171 XXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 60.78 5.500 486,000
6005526683 XXXXXX CA 92692 PUD Primary Cash-out Refinance Rapid 74.50 5.750 380,000
6005890782 XXXXXXXX XX 00000 PUD Primary Refinance Rapid 79.32 5.375 468,000
6006170739 XXXXXXXX TX 77382 PUD Primary Purchase Reduced 45.61 4.625 335,000
6006856386 BASECKI CA 95125 Single Family Primary Cash-out Refinance Reduced 75.00 5.375 562,500
6009087369 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 79.70 5.625 381,000
6009716520 XXXXXXX XX 00000 Single Family Primary Purchase Standard 95.00 5.500 380,000
6009787364 XXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.875 800,000
0000000000 XXXXXXXX XX 00000 Single Family Primary Refinance Rapid 74.51 5.625 652,000
6011563340 XXXXXX XX 00000 PUD Primary Purchase Reduced 54.68 4.625 350,000
6012259740 XXXXXX XX 00000 PUD Primary Purchase Reduced 78.43 5.375 400,000
6012984263 XXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 55.24 5.500 500,000
6013685687 XXXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.875 561,600
6015901793 XXXX FL 32127 Single Family Secondary Refinance Standard 50.80 5.875 635,000
6016057124 XXXX XX 00000 Single Family Primary Purchase Reduced 66.66 5.750 400,000
6016066950 XXXXX XX 00000 Single Family Primary Refinance Rapid 76.27 5.750 450,000
6017383537 XXXXXXXX XX 00000 Single Family Primary Purchase Reduced 75.47 4.750 400,000
6017720571 XXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.375 396,000
6018072949 XXXX XX 00000 Condominium Primary Cash-out Refinance Rapid 78.17 5.500 363,500
6019084844 XXXXXX CA 95037 PUD Primary Refinance Rapid 79.42 5.500 556,000
6020982994 XXXXXX XX 00000 Single Family Primary Refinance Rapid 62.97 5.500 483,000
6021268864 XXXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.250 414,400
6021896862 XXXXXXX XX 00000 High-Rise Condo Primary Purchase Rapid 42.55 5.625 1,000,000
6021994881 XXXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 37.50 5.875 750,000
6022624578 XXXXX XX 00000 Single Family Primary Refinance Rapid 52.70 5.500 448,000
0000000000 XXXXXX XX 00000 Single Family Primary Refinance Rapid 77.89 6.375 592,000
6024354042 DE XXXXX XX 00000 Single Family Primary Refinance Reduced 56.34 5.375 648,000
6024714401 XXXXXXXX XX 00000 PUD Primary Purchase Standard 48.78 5.625 500,000
6025461010 XXXXXXXXXXX XX 00000 PUD Primary Purchase Rapid 77.98 5.500 425,000
6026621182 XXXXXX XX 00000 Condominium Primary Refinance Reduced 63.06 5.750 473,000
6027067385 XXXXX XXX XX 00000 PUD Primary Refinance Standard 58.90 5.500 647,958
6027210290 XXXXXXXX XX 00000 PUD Primary Refinance Rapid 79.14 5.500 334,000
0000000000 XXXX XX 00000 PUD Primary Refinance Reduced 66.72 5.125 399,000
6031044388 XXXXXXXXX IL 60020 Single Family Primary Refinance Rapid 62.54 5.500 344,000
6031340273 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 64.33 5.250 386,000
0000000000 XXXXXXX XX 00000 PUD Secondary Refinance Standard 65.37 5.500 493,597
6032606995 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 66.58 5.500 566,000
6032719806 XXXX XX 00000 Single Family Primary Refinance Reduced 67.57 5.750 354,760
6036764725 XXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 62.73 5.500 500,000
6037169916 XXXX XX 00000 Condominium Primary Refinance Rapid 70.00 5.500 700,000
6037325211 XXXX XX 00000 PUD Primary Refinance Rapid 73.43 5.125 564,000
6038460512 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 69.92 5.750 472,000
6038475965 XXXXXXX CA 92037 Condominium Secondary Refinance Rapid 68.91 5.500 827,000
6040542174 TU CA 95014 Single Family Primary Cash-out Refinance Rapid 34.19 5.375 530,000
6041326411 XXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 4.375 326,400
6041672632 O'BRIEN MD 21042 PUD Primary Purchase Reduced 80.00 4.750 348,000
6043478590 XXXXXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 41.66 5.250 750,000
6046327778 XXXXXX XX 00000 Single Family Primary Refinance Rapid 80.00 6.000 440,000
6046344211 VO CA 95123 Single Family Primary Purchase Reduced 80.00 4.750 340,000
6046474489 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 66.66 5.750 350,000
6047922429 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 59.92 5.500 383,500
6051144829 XXXXXXX XX 00000 Condominium Primary Refinance Rapid 80.00 6.375 508,000
6051862826 XXXXXXXX XX 00000 Single Family Primary Refinance All Ready Home 50.92 5.625 662,000
6053401375 XXXX XX 00000 Single Family Primary Refinance Reduced 61.25 5.375 536,000
6053597404 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 62.02 5.375 325,000
6054118853 XXXXXXXXX XX 00000 PUD Primary Purchase Reduced 43.39 5.875 460,000
6055710997 XXXXX XX 00000 Single Family Primary Refinance Rapid 63.58 5.625 330,000
6056599381 XXXXXX XX 00000 Single Family Secondary Cash-out Refinance Rapid 70.00 5.750 350,000
0000000000 DATA CA 92625 PUD Primary Cash-out Refinance Standard 53.57 5.625 750,000
6057360536 XXXXX XX 00000 PUD Primary Cash-out Refinance Standard 57.41 5.000 356,000
6058350635 XXXXX XX 00000 Single Family Primary Purchase Reduced 78.07 6.000 352,500
6060802151 XXXX XX 00000 Single Family Primary Purchase Reduced 80.00 4.750 316,800
6061300858 XXXXX XX 00000 High-Rise Condo Secondary Refinance All Ready Home 67.42 6.000 674,250
6061762149 CHAN CA 94010 Single Family Primary Refinance Standard 24.24 4.625 600,000
6063806589 XXXXX XX 00000 PUD Primary Refinance Rapid 80.00 5.125 340,000
6064086579 XXXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 38.63 5.750 425,000
6064483594 RAJU VA 22031 PUD Primary Refinance Reduced 72.83 5.625 311,000
6070153975 XXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.625 448,800
6070186256 XXXXXX XX 00000 PUD Primary Cash-out Refinance Reduced 51.38 5.500 370,000
6071001546 XXXXX XX 00000 Condominium Primary Refinance Rapid 68.37 5.250 547,000
6071630849 XXXXXXXXXX XX 00000 Single Family Primary Refinance Standard 58.82 5.500 1,000,000
6073680487 XXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 4.750 376,000
6073815869 XXXXXX II PA 19067 Single Family Primary Purchase Reduced 90.00 5.500 315,900
6073943703 XXXXXXX XX 00000 Two Family Primary Refinance Rapid 68.25 5.875 407,500
6074540037 XXXXX XX 00000 Single Family Primary Refinance Rapid 57.90 5.375 318,500
6075758158 XXXXXX XX 00000 Single Family Primary Purchase Rapid 59.11 5.625 402,000
6075874336 XXXXX XX 00000 Single Family Primary Purchase Rapid 62.27 5.375 850,000
6075983731 XXXXX XX 00000 Condominium Primary Purchase Rapid 80.00 5.875 471,200
6077530753 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 47.29 5.500 350,000
6078923213 XXXX-XXXX XX 00000 Single Family Primary Refinance Standard 75.47 5.625 377,374
6079548423 XXXXXX XX 00000 PUD Primary Cash-out Refinance Rapid 65.57 5.625 400,000
6081196468 XXXXXXX XX 00000 Single Family Primary Refinance Standard 79.28 5.750 333,000
6082352672 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 75.86 5.750 440,000
6083595196 XXXXXXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 4.875 468,000
6085409305 XXXXXX XX 00000 Single Family Primary Purchase Standard 79.99 6.000 693,750
6086388110 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 18.59 5.500 609,000
6086520431 XXXXX IL 60558 Single Family Primary Refinance Rapid 66.62 5.625 503,000
6087545429 XXXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.750 563,200
6087657208 XXXXX XX 00000 Single Family Primary Refinance Standard 59.32 5.750 350,000
6088707606 XXXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 53.08 5.750 560,000
0000000000 XXXXXX XX 00000 PUD Primary Refinance Rapid 44.44 5.125 1,000,000
6090846483 XXXXXX XX 00000 Single Family Primary Refinance Reduced 63.59 5.250 492,896
6091274966 XXXXXXX XX 00000 PUD Primary Purchase Reduced 80.00 5.125 319,920
6091731148 XXX XX 00000 Single Family Primary Refinance Rapid 67.61 5.500 382,000
6091991692 MORIMOTO CA 94507 Single Family Primary Refinance Standard 39.79 5.375 577,000
6092394581 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 67.95 5.750 445,100
0000000000 XXXXXX XX 00000 Single Family Primary Refinance Standard 52.47 5.750 350,000
6095022551 CHU CA 91320 PUD Primary Purchase Reduced 65.29 4.375 332,920
6099734565 XXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 73.03 5.500 409,000
6099767508 XXXXXXXX XX 00000 PUD Primary Purchase Rapid 79.98 5.500 583,100
6103177611 MINK CA 94945 PUD Primary Purchase Rapid 80.00 5.500 536,000
6103262447 XXXXXX XX 00000 Single Family Primary Refinance Standard 55.82 5.500 949,000
6104467169 DEL XXXXXXXX XX 00000 PUD Primary Purchase Rapid 79.98 5.250 367,950
6104736845 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 31.54 5.625 560,000
6105323718 XXXXXXX XX 00000 PUD Primary Refinance Standard 67.97 5.625 675,000
0000000000 XXXXXXX IL 60048 Single Family Primary Cash-out Refinance Rapid 66.66 5.375 450,000
6107589811 XXXXXX XX 00000 PUD Primary Purchase Standard 80.00 6.000 548,000
6108402071 XXXXXXX XX 00000 PUD Primary Purchase Reduced 80.00 4.625 320,000
6109564093 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 41.95 4.750 730,000
6111218241 XXXXXXX XX 00000 High-Rise Condo Primary Purchase Reduced 80.00 4.875 376,000
6111769128 XXXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.875 456,000
6111991151 XXXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 68.26 5.375 570,000
0000000000 XXXX XX 00000 PUD Primary Purchase Rapid 79.99 5.250 473,200
6112693988 XXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 69.22 5.500 311,500
6116057040 XXXXX XX 00000 Single Family Primary Refinance Rapid 77.59 5.375 419,000
6116344695 XXXXX XX 00000 Single Family Primary Refinance Reduced 65.28 5.625 457,000
6119322573 XXXXXXXXX XX 00000 Condominium Primary Cash-out Refinance Standard 30.03 6.500 871,000
6119478953 XXXXXXXX XX 00000 Condominium Primary Refinance Standard 79.37 5.875 508,000
6120239436 XXXXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.250 608,000
6120996944 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 47.74 5.625 370,000
6122547372 XXXXXXXX XX 00000 Two Family Primary Refinance Standard 66.44 5.250 588,000
6122722389 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 70.00 5.500 455,000
6123277086 XXXX XX 00000 PUD Primary Purchase Reduced 80.00 5.250 672,000
6123619261 XXXXX XX 00000 Single Family Primary Refinance Reduced 21.94 5.250 587,000
0000000000 XXXXXX XX 00000 Single Family Primary Refinance All Ready Home 29.48 5.750 317,000
6124224285 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 59.42 5.500 520,000
6124343986 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 80.00 6.000 480,000
6124384139 XXXXXXXX XX 00000 Single Family Primary Purchase Reduced 90.00 5.625 508,500
6125264751 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 68.18 5.500 375,000
6127220801 XXXXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.125 576,000
6129253768 XXXXXXXXXX XX 00000 Condominium Primary Refinance Rapid 79.61 5.500 410,000
0000000000 XXXXXX XX 00000 Condominium Primary Refinance Reduced 40.04 5.125 390,400
6130245431 YUAN CA 95129 Single Family Primary Refinance Rapid 66.37 5.250 385,000
6130627349 XXXXXX XX 00000 Single Family Primary Purchase Rapid 77.82 5.500 749,950
6131113794 XXXXXXX IN 46260 Single Family Primary Purchase Rapid 80.00 5.750 520,000
6132078822 XXXXXXXXX XX 00000 Single Family Primary Refinance Standard 55.37 5.750 443,000
6133837317 SONG CA 95148 Single Family Primary Cash-out Refinance Rapid 54.05 5.250 500,000
6134112702 XXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.500 498,000
6135768403 JENAB CA 94022 Single Family Primary Refinance Standard 22.10 5.500 630,000
6139402058 XXXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 30.12 5.625 376,500
6139940065 XXXXXXXXXX CA 92024 PUD Primary Refinance Rapid 54.19 5.375 840,000
6140056182 XXXXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 46.66 5.750 560,000
6141056686 XXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.375 592,000
6141479417 XXXXX XX 00000 Single Family Primary Refinance Reduced 80.00 5.875 508,000
6141484797 XXXXXX XX 00000 Single Family Primary Refinance Rapid 74.04 5.250 870,000
6143187984 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 54.63 5.625 430,000
6143543632 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 68.59 5.375 391,000
6143661046 XXXXXXXXXXX XX 00000 Single Family Primary Purchase Rapid 75.00 5.500 787,500
6145687650 XXXXX XX 00000 Single Family Primary Refinance Rapid 80.00 5.500 439,200
6146008211 XXX XX 00000 Single Family Primary Refinance Standard 38.00 5.625 665,000
6146847022 XXXXX XX 00000 Single Family Primary Refinance Standard 60.21 5.750 560,000
6148025072 XXXXXXXX XX 00000 Single Family Primary Refinance Standard 68.40 5.625 718,200
6150618517 XXXXXX XX 00000 Condominium Primary Refinance Rapid 76.53 6.125 750,000
6152030992 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 80.00 5.500 680,000
6152095151 XXXXXX XX 00000 Single Family Primary Refinance Rapid 63.87 5.750 990,000
0000000000 XXXXXXXXX XX 00000 Single Family Primary Purchase Reduced 56.09 5.750 345,000
6153871063 CHEN MD 21030 Single Family Primary Refinance Reduced 31.48 5.750 425,000
6154246042 XXXXX XX 00000 PUD Primary Cash-out Refinance Standard 69.93 5.875 500,000
6156347277 LOW CA 94127 Single Family Primary Purchase Rapid 80.00 5.750 529,600
6156404086 XXXXXX XX 00000 Single Family Primary Refinance Rapid 76.54 5.875 509,000
6156473636 XXXX-XXXXXX XX 00000 Condominium Primary Refinance Rapid 89.60 5.500 336,000
6157452795 XXXXXXXX XX 00000 Single Family Primary Refinance Standard 64.80 5.875 418,000
6161683211 XXXXX XX 00000 Single Family Primary Refinance Standard 44.67 5.625 650,000
6161720286 XXXXXXXX XX 00000 Single Family Primary Refinance Rapid 75.13 5.625 695,000
6162201039 XXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 67.38 5.875 438,000
6165332245 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 54.30 5.375 543,000
6165879310 XXXXXXXX XX 00000 PUD Primary Purchase Reduced 62.77 5.125 379,500
6166174653 XXXXXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.500 476,800
6166413119 XXXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 6.000 388,000
6166810744 XXXX XX 00000 PUD Primary Cash-out Refinance Rapid 69.48 5.625 617,000
6167812210 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 57.14 5.625 600,000
0000000000 XXXXXXX XX 00000 Single Family Secondary Refinance All Ready Home 69.41 5.500 590,000
6169459440 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.250 388,000
6172464585 XXXXX XX 00000 PUD Primary Refinance All Ready Home 73.93 5.750 732,000
6172678283 XXXX XX 00000 Single Family Primary Purchase Rapid 79.44 5.625 464,000
6174051240 XXXXXXX XX 00000 PUD Primary Purchase Reduced 76.14 5.250 415,000
6174235884 XXXXXX XX 00000 Single Family Primary Refinance Rapid 62.25 5.500 498,000
6176292552 XXX CA 94536 PUD Primary Refinance Standard 78.33 4.875 376,000
6179080517 XXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 55.22 5.750 497,000
6179157174 XXXXX XX 00000 Single Family Primary Refinance Rapid 26.69 5.000 347,000
6179522120 WEISBEIN CA 90266 Single Family Primary Refinance Rapid 78.12 5.500 750,000
6180155837 XXXXXXX XX 00000 PUD Primary Refinance All Ready Home 69.76 5.750 750,000
6181573335 XXXXXX XX 00000 Single Family Primary Refinance Rapid 60.68 5.375 440,000
6183461828 XXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.875 496,000
6183557435 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 66.95 5.875 462,000
6185145338 XXXXXXXX XX 00000 Single Family Primary Purchase Standard 55.41 5.375 700,000
6185212492 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 45.18 5.375 610,000
6185277834 XXXXXXX XX 00000 Single Family Primary Refinance Standard 55.74 6.000 432,000
6187374076 XXXXXX XX 00000 Single Family Primary Purchase Rapid 75.00 5.250 513,750
6188392952 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 34.30 5.250 343,000
6188693995 XXXXXXX XX 00000 Single Family Primary Refinance All Ready Home 41.57 5.500 395,000
6188798331 XXXXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.875 316,800
6189358507 MARTINEZ CA 92069 Single Family Primary Refinance Rapid 82.74 5.750 335,122
6189845396 XXXXXX XX 00000 Single Family Primary Refinance Rapid 54.54 5.500 600,000
6189944595 XXXXXX XX 00000 Single Family Primary Purchase Rapid 79.86 5.500 456,800
6190726684 XXXXXXX CA 92677 PUD Primary Purchase Standard 80.00 4.875 505,600
6190820321 XXXXXXXX XX 00000 PUD Primary Refinance Reduced 74.59 5.375 455,000
6191144226 XXXXXXXXX XX 00000 PUD Primary Refinance Rapid 45.88 5.250 390,000
0000000000 XXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 4.875 388,000
6192115688 XXXX XX 00000 Single Family Primary Refinance Rapid 58.40 5.250 438,000
6192681697 XXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 70.00 5.500 560,000
6193419253 KUO XX 00000 Single Family Primary Refinance Rapid 50.00 5.500 800,000
6195806556 XXXXXXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.750 382,000
6198016906 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 44.72 5.500 492,000
6198562966 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 62.08 5.625 527,700
0000000000 XXXXXX XX 00000 Single Family Secondary Purchase Rapid 80.00 5.375 472,000
6199148369 XXXX XX 00000 Single Family Primary Refinance Reduced 66.39 5.625 465,461
6199200319 XXXXXXX XX 00000 PUD Primary Refinance Rapid 76.12 5.750 590,000
6200164926 XXXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 38.85 5.500 340,000
6202670805 XXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 52.90 5.875 455,000
6203937161 XXXXXX XX 00000 Single Family Secondary Cash-out Refinance Reduced 28.33 5.750 425,000
0000000000 XXXXX FL 33445 Single Family Primary Purchase Reduced 80.00 5.875 492,000
6205939710 XXXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.750 404,000
6206121110 XXXXXX XX 00000 PUD Primary Purchase Standard 63.49 5.750 600,000
6206493766 XXXXXXXXX XX 00000 PUD Primary Purchase Reduced 58.82 4.750 350,000
6207674968 XXXXXXXX XX 00000 Single Family Primary Purchase Rapid 68.18 4.875 750,000
6209385811 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 50.63 5.375 400,000
6210631369 XXXXXX XX 00000 Single Family Primary Refinance Reduced 74.66 5.375 391,220
6215385045 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 69.45 5.625 507,000
6216754389 XXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 28.23 5.500 600,000
6217631073 XXXXXX XX 00000 Condominium Primary Purchase Rapid 80.00 5.500 517,600
6218361464 VO CA 95124 Single Family Primary Refinance Reduced 67.70 5.750 650,000
6218928817 XXXX CA 90005 Single Family Primary Refinance Rapid 69.67 5.750 533,000
6219969398 XXXX CA 94536 Single Family Primary Refinance Rapid 70.00 5.375 476,000
6220473083 LIU CA 92128 PUD Primary Refinance Rapid 79.90 5.500 338,000
0000000000 XXXXXXXX XX 00000 Condominium Secondary Purchase Rapid 80.00 5.375 368,000
6223611044 MATSUO CA 95008 Single Family Primary Purchase Reduced 80.00 5.625 496,800
6224879475 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.125 719,200
6225564761 XXXXX XX 00000 PUD Primary Refinance Rapid 63.30 5.625 345,000
6227382774 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 37.00 5.375 666,000
6227562037 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 47.90 5.375 400,000
6229162232 XXXXXXXXX XX 20005 Condominium Primary Cash-out Refinance Rapid 67.47 5.375 388,000
6229267486 XXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.750 465,600
6229816738 XXXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.250 399,200
6231259729 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 80.00 5.750 340,000
6232573144 SITA IL 60093 Single Family Primary Refinance Rapid 38.12 5.250 610,000
6233761532 XXXXXXX XX 00000 PUD Primary Cash-out Refinance Reduced 70.00 5.500 595,000
6235426779 XXXXXX XX 00000 Single Family Primary Refinance Standard 76.98 5.500 475,000
6236454408 XXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 68.63 6.000 418,000
6236627425 XXXXXX XX 00000 Two Family Primary Refinance Standard 75.00 6.000 900,000
6237039000 XXXXXX CA 92130 PUD Primary Refinance Reduced 67.44 5.500 502,500
6237114308 XXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 68.19 5.750 386,000
6237117541 XXXXX XX 00000 Single Family Primary Refinance Reduced 38.10 5.875 362,000
6237807620 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.375 740,000
0000000000 XXXXX XX 00000 PUD Primary Refinance Reduced 54.94 5.500 400,000
6240883592 XXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.125 596,000
6242797063 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 41.00 5.500 410,000
6243543946 SCHMIDEK CA 94024 Single Family Primary Purchase Rapid 66.66 5.625 1,000,000
6243742647 XXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.875 412,000
6247325100 NIANICK IL 60047 Single Family Primary Cash-out Refinance Rapid 57.50 5.250 690,000
6247896548 XXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.250 447,920
6250605646 XXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 57.69 5.750 750,000
0000000000 SHI CA 92024 PUD Primary Refinance Rapid 79.25 5.625 489,000
6251588148 XXXXXXXX XX 00000 Single Family Secondary Purchase Rapid 51.42 5.750 360,000
6253805755 XXXXXX XX 00000 Single Family Primary Purchase Reduced 65.20 5.500 749,800
6255788280 XXXX XX 00000 Single Family Primary Refinance Reduced 58.66 5.375 704,000
0000000000 XXXXX MD 20817 Single Family Primary Cash-out Refinance Standard 57.94 4.875 350,000
6256814119 XXXXXX XX 00000 Condominium Secondary Purchase Reduced 75.00 6.250 472,500
6256981579 XXXXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.500 492,000
6258260717 XXXXX XX 00000 PUD Primary Refinance Rapid 73.28 5.500 439,000
6258907457 XXXXXX XX 00000 Single Family Primary Refinance Rapid 62.50 5.250 1,000,000
6259365473 XXXXXX XX 00000 Single Family Primary Refinance Reduced 45.33 5.375 340,000
6259793229 XXXXXX XX 00000 Single Family Primary Refinance Rapid 74.09 5.375 815,000
6262350140 XXXXXX XX 00000 Single Family Primary Refinance Reduced 66.08 5.625 380,000
6262844779 XXXXXX XX 00000 Single Family Primary Refinance Reduced 63.10 5.750 489,100
6262890228 XXXXX CA 94110 Condominium Primary Purchase Rapid 80.00 5.875 392,000
6263713254 XXXXXX XX 00000 Single Family Primary Refinance Rapid 80.00 5.375 540,800
6263936335 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 50.00 5.375 800,000
6265223328 BEYEL XX 00000 Single Family Primary Refinance Rapid 64.85 5.500 388,500
6265827599 XXXXXXXX XX 00000 Single Family Primary Refinance Rapid 78.61 5.375 680,000
6266092342 XXXX, JR. XX 00000 Single Family Primary Purchase Reduced 85.54 4.500 355,000
6267463286 GAD CA 94087 Single Family Primary Refinance Reduced 68.28 5.750 478,000
6270838862 SHAH CA 91007 Single Family Primary Purchase Standard 80.00 6.000 477,600
6270886119 QUILATAN JR. XX 00000 Single Family Primary Purchase Rapid 79.98 5.625 461,500
6271602804 XXXXX XX 00000 PUD Primary Cash-out Refinance Reduced 51.68 5.250 460,000
6272096766 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.250 695,200
6273536885 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 47.13 5.375 320,500
6275143425 XXXXXXXX XX 00000 Single Family Secondary Refinance All Ready Home 33.00 5.875 792,000
6275835889 XXXXXXXXX CA 93923 Single Family Primary Refinance Reduced 51.11 5.500 437,035
6275865696 XXXXXXX XX 00000 Single Family Primary Refinance Standard 65.21 5.750 750,000
6276515845 XXXXXX CA 94040 Single Family Primary Refinance Rapid 57.69 5.125 727,000
6277312747 XXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.125 616,000
6277987456 XXXXXX XX 00000 Single Family Primary Refinance Reduced 26.96 5.875 356,000
6279011537 XXXXX XX 00000 Single Family Primary Refinance Reduced 74.82 5.500 636,000
6279904905 XXXXX XX 00000 Single Family Primary Refinance Rapid 65.37 6.000 474,000
6281975265 XXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.625 450,400
6281979523 XXXXXXXX XX 00000 Single Family Primary Refinance Standard 44.11 5.375 750,000
6282287256 XXXXX XX 00000 Single Family Primary Refinance Rapid 79.06 5.500 593,000
6282617593 XXXXXX, XXX XX 00000 Single Family Primary Refinance Reduced 62.95 5.500 330,500
6282817128 XXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.625 696,000
6283761853 X'XXXXXX XX 00000 PUD Secondary Refinance Rapid 74.42 5.500 815,000
6284043772 XXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 27.58 5.500 400,000
6284944649 XXX XX 00000 Single Family Primary Cash-out Refinance Rapid 50.20 5.500 360,000
6285337561 XXXXXX CA 93442 PUD Secondary Refinance All Ready Home 56.33 5.500 420,000
6286274540 XXXXXX XX 00000 Single Family Primary Refinance Rapid 68.18 5.875 750,000
6286922486 XXXXXX XX 00000 PUD Primary Refinance Rapid 69.66 5.375 418,000
6287549171 XXXXX XX 00000 Single Family Secondary Refinance Standard 52.77 5.875 475,000
6287743097 XXXXXX XX 00000 Single Family Primary Refinance Reduced 25.47 5.250 535,000
6288755892 SENDE CA 95762 PUD Primary Refinance Reduced 71.76 5.750 405,500
6289053750 LE FL 34212 PUD Primary Purchase Reduced 80.00 5.625 622,000
6290139598 XXXXXX CA 95008 Single Family Primary Cash-out Refinance Standard 70.49 6.125 497,000
6291744040 PAGES CA 90245 Single Family Primary Purchase Standard 80.00 6.250 375,200
6292669451 XXXXXX XX 00000 Single Family Primary Refinance All Ready Home 75.00 5.750 975,000
6293217342 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 61.34 5.875 374,187
6293736994 CYROS CA 92675 Single Family Primary Refinance Reduced 73.48 5.500 396,800
6294803793 XXXXXXX XX 00000 PUD Primary Purchase Reduced 80.00 4.125 567,840
6294901050 XXXXXX XX 00000 Single Family Primary Refinance Rapid 79.28 5.750 333,000
6295810094 XXXXXX XX 00000 Single Family Primary Refinance Rapid 80.00 5.375 406,400
6298531457 XXXXX XX 00000 Single Family Primary Purchase Standard 80.00 6.125 364,000
6300582308 XXXXXX XX 00000 Single Family Primary Refinance Reduced 80.00 5.250 464,000
6301252877 XXXXXXXX XX 00000 Condominium Primary Refinance Reduced 67.07 5.750 379,000
6302628281 XXX CA 94538 PUD Primary Refinance Rapid 79.14 5.750 372,000
6302858896 XXX CA 95035 PUD Primary Refinance Rapid 58.56 5.375 366,000
6304037986 XXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 35.87 5.000 400,000
6304287847 FAN CA 94539 Single Family Primary Refinance Reduced 76.68 5.375 365,000
6306230605 XXXXXX XX 00000 Single Family Primary Refinance Reduced 72.48 5.750 332,000
6307249869 DASGUPTA MD 20876 PUD Primary Purchase Standard 80.00 5.375 311,920
6307372810 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 80.00 5.500 368,000
6307687209 XXXXXX XX 00000 Single Family Primary Refinance Rapid 44.40 5.375 333,000
6310093742 XXXXX, XXX XX 00000 Single Family Primary Refinance Standard 64.65 6.000 750,000
6311302886 ZHU CA 94404 PUD Primary Purchase Reduced 80.00 5.375 424,000
6312642678 XXXX XX 00000 PUD Primary Cash-out Refinance Reduced 51.36 5.375 750,000
0000000000 XXX CA 95035 PUD Primary Refinance Rapid 77.01 5.500 335,000
6314872877 XXXXX XX 00000 Condominium Secondary Purchase Reduced 80.00 5.375 403,200
6314980613 XXXXX XX 00000 PUD Primary Refinance Rapid 80.00 5.000 336,000
6315100849 XXXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 44.71 5.375 330,000
6318309165 XXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 42.50 5.375 850,000
6318358253 XXXXX XX 00000 PUD Primary Refinance Reduced 57.55 5.875 518,000
0000000000 XXXXX XX 00000 Single Family Primary Refinance Rapid 79.78 5.750 750,000
6319213267 XXXXX XX 00000 Single Family Primary Refinance Rapid 80.00 5.875 492,000
6319307259 RAJ CA 95051 Single Family Primary Refinance Rapid 62.25 5.375 373,500
6319543044 XXXXXXXX XX 00000 Single Family Primary Refinance All Ready Home 29.19 5.750 628,000
6320635599 XXXX XX 00000 PUD Primary Refinance Reduced 37.47 5.500 324,148
6320687335 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.500 448,000
6321672757 XXXX XX 00000 Condominium Primary Cash-out Refinance Reduced 75.00 5.500 483,750
6322965838 XXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.125 652,000
6323160801 TUDOR CA 90064 Single Family Primary Purchase Rapid 75.00 5.500 825,000
6324660049 XXXXXXXX XX 00000 Single Family Investor Refinance Standard 69.91 6.000 395,000
6325533864 XXXXXX CA 95111 Single Family Primary Refinance Reduced 76.67 5.625 371,877
6325967930 XXXXX, XX. XX 00000 PUD Primary Refinance Standard 72.64 5.500 725,000
6326581433 XXXXXXX XX 00000 PUD Primary Refinance All Ready Home 72.08 5.250 331,600
6326938799 XXXXX CA 95132 Single Family Primary Refinance Rapid 71.94 5.750 388,500
6327711096 XXXXXXXXX, XX. XX 00000 Single Family Primary Purchase Rapid 80.00 5.500 716,000
0000000000 XXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 4.875 332,000
0000000000 XXXXXX XX 00000 Single Family Primary Refinance Reduced 76.62 5.625 317,990
6332407722 XXXXXXXXXX XX 00000 Condominium Primary Refinance All Ready Home 69.09 5.875 304,000
6333875901 LU CA 92602 Single Family Secondary Refinance All Ready Home 61.78 5.875 380,000
6334005920 XXXXX CA 94565 Single Family Primary Refinance Standard 87.63 5.625 333,000
6335261852 XXXXXXXX XX 00000 PUD Primary Refinance Standard 68.73 5.875 653,000
6335527997 DORRONSORO FL 33149 High-Rise Condo Secondary Purchase Standard 70.00 5.375 329,000
6338435719 XXXXX XX 00000 PUD Secondary Purchase Rapid 80.00 5.500 333,000
6339953843 XXXXXXXX XX 00000 PUD Primary Purchase Reduced 58.82 4.750 500,000
6340149514 XXXXXXX XX 00000 PUD Primary Refinance Rapid 55.47 5.750 461,000
6340380945 XXXXXX XX 00000 Single Family Primary Refinance Reduced 78.57 5.375 440,000
6340796694 XXXXXXXX XX 00000 Single Family Primary Purchase Rapid 75.00 5.875 825,000
6340930038 XXXX XX 00000 PUD Primary Refinance Reduced 70.47 5.875 373,500
6342060156 XXXXXXX MD 20878 Single Family Primary Refinance All Ready Home 67.87 5.750 336,000
6342546998 XXXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 62.50 5.375 650,000
6342588230 XXXXXX XX 00000 Single Family Primary Refinance Standard 73.33 5.500 946,000
6343100480 XXXXXXX XX 00000 PUD Primary Cash-out Refinance Rapid 64.29 5.250 434,000
6343813652 XXXXXXXXXX XX 00000 PUD Primary Refinance Standard 52.00 5.500 403,000
6343875057 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 46.51 5.500 500,000
6344194201 XXXXXXXX XX 00000 Single Family Primary Refinance Rapid 80.00 5.375 376,000
6345096561 XXX XX 00000 Single Family Primary Refinance Rapid 83.79 5.375 331,000
6345186735 XXXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 70.15 5.250 564,750
6345872433 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 79.68 5.375 382,500
6346298661 PREUCIL ID 83340 Single Family Primary Purchase Reduced 80.00 5.875 615,600
6346843854 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 57.06 5.500 428,000
6347867373 XXXXX XX 00000 PUD Primary Refinance Rapid 68.00 5.875 748,000
6348238491 XXXXXX XX 00000 Condominium Primary Cash-out Refinance Rapid 70.00 5.125 640,500
6349277118 XXXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 78.43 5.500 400,000
6352312273 XXXXX XX 00000 PUD Primary Refinance Reduced 58.98 5.250 348,000
6352529165 CHAN CA 94539 Single Family Primary Cash-out Refinance Reduced 54.99 5.625 380,000
6353111682 XXXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.625 311,920
6354494731 XXXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 4.500 465,600
0000000000 XXXXXXX XX 00000 Condominium Secondary Cash-out Refinance Standard 53.57 5.875 375,000
6357610580 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 63.23 5.500 743,000
6358920459 RUSU CA 94536 Single Family Primary Refinance Reduced 78.25 5.250 336,500
6359190318 XXXX XX 00000 Single Family Primary Refinance Rapid 72.69 5.625 945,000
6361140707 XXXXXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.375 708,000
6361514349 XXXXX XX 00000 Single Family Primary Refinance Standard 46.08 6.250 772,000
6364637121 XXXXX XX 00000 Single Family Secondary Refinance Standard 39.39 5.750 650,000
6365689352 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 35.88 5.500 366,000
6365719464 XXXXX OH 45249 PUD Primary Purchase Rapid 80.00 5.750 556,000
6367661045 XXXXX XX 00000 Single Family Primary Refinance Rapid 55.62 5.250 417,150
6368087497 XXXXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 45.93 5.500 418,000
6369954521 XXX XX 00000 Single Family Primary Cash-out Refinance Rapid 65.86 4.500 438,000
0000000000 XXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 77.52 5.500 325,600
6372511912 XXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.500 448,000
6372744687 XXXXXXX XX 00000 PUD Primary Refinance Reduced 44.65 5.625 580,525
6373326575 XXX XX 00000 Single Family Primary Refinance Rapid 69.02 5.375 497,000
6374381652 XXXX XX 00000 Single Family Primary Refinance Standard 35.53 5.125 350,000
6376111131 XXXXXXXX XX 00000 Single Family Primary Refinance All Ready Home 13.92 5.750 529,000
6376496433 XXXXX CA 95008 Single Family Primary Refinance Reduced 60.35 5.875 325,908
6376504673 XXXXX XX 00000 Single Family Primary Refinance Standard 70.24 5.750 317,500
6377711368 XXXXXXXX,XX XX 00000 Single Family Primary Refinance Rapid 40.96 5.625 512,000
6379325258 XXXXXX XX 00000 Single Family Primary Refinance Rapid 75.00 5.375 825,000
0000000000 XXXX XX 00000 Single Family Primary Cash-out Refinance Standard 64.51 5.750 500,000
6380044179 XXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 6.000 344,800
6380114493 XXXXX XX 00000 Condominium Primary Purchase Rapid 80.00 5.500 478,400
6381991287 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 63.10 5.500 325,000
6383683692 XXXXX XX 00000 Condominium Primary Refinance Reduced 69.22 5.375 578,000
6383818785 WADA TX 75034 PUD Primary Purchase Reduced 76.44 4.625 500,000
0000000000 XXXXXX XX 00000 PUD Primary Refinance Reduced 73.33 5.500 484,000
6384782360 XXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 70.00 5.625 395,500
6385376659 XXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.250 400,000
0000000000 XXXXXXXX XX 00000 Single Family Primary Refinance All Ready Home 68.75 5.750 825,000
6387430611 XXXXXX XX 00000 PUD Primary Cash-out Refinance Rapid 66.37 5.875 750,000
6387659979 XXXXXXX XX 00000 PUD Primary Refinance Reduced 80.00 4.875 317,600
0000000000 XXXXX XX 00000 Single Family Primary Refinance Reduced 67.42 5.875 354,000
6392934334 XXXXX CA 91030 Single Family Primary Refinance Standard 50.13 5.375 380,000
6394590076 XXXXXXX XX 00000 Condominium Primary Refinance Rapid 80.00 5.875 324,000
6395739680 XXXXXX XX 00000 Single Family Primary Refinance Reduced 64.60 5.750 491,000
6396984012 XXXXXXXX XX 00000 PUD Primary Refinance Rapid 79.95 5.625 383,000
6398009750 SU XX 00000 Single Family Primary Refinance Reduced 61.44 5.875 384,000
6398856697 XXXXXX XX 00000 Single Family Primary Refinance Reduced 68.51 5.875 308,300
6399001475 XXXXX XX 00000 PUD Primary Purchase Rapid 79.96 5.125 468,000
6399148144 XXXXXXXXXXX XX 00000 PUD Primary Refinance Rapid 63.09 4.875 1,000,000
6399866471 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 70.00 4.875 658,000
6400443732 XXX XX 00000 Single Family Primary Refinance Rapid 70.85 5.375 338,000
6401068454 XXXXX CA 90277 Single Family Primary Refinance Reduced 59.33 5.625 314,500
6401644189 CHAN CA 94122 Single Family Primary Purchase Reduced 70.00 5.625 385,000
6402362690 XXXXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 59.39 5.500 490,000
6402987744 CHAN CA 95050 Single Family Primary Purchase Reduced 80.00 5.625 356,000
6403156422 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 20.00 5.500 505,000
6403446799 BLAUSER GA 30305 Single Family Primary Purchase Rapid 80.00 5.375 532,000
6403460253 XXXXXXX XX 00000 PUD Primary Refinance All Ready Home 56.50 5.875 565,000
6403731232 XXXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 50.00 6.125 437,500
0000000000 GAGOS CA 93953 Single Family Secondary Refinance Reduced 29.93 5.750 598,600
6405118834 XXXXXXXX XX 00000 High-Rise Condo Primary Purchase Rapid 80.00 5.875 628,000
6405567998 YANG CA 95014 Single Family Primary Refinance Rapid 47.21 5.375 661,000
6406487204 XXXXX XX 00000 Single Family Primary Refinance Standard 63.45 5.000 698,000
6407447371 XXXXXXX FL 32073 Single Family Primary Purchase Reduced 80.00 5.500 372,000
6407457065 XXXXXX XX 00000 Condominium Primary Refinance Reduced 70.00 5.750 525,000
6408094974 XXXXXX XX 00000 PUD Secondary Refinance Reduced 30.80 5.500 385,000
6409304661 XXXXXXX XX 00000 Two Family Primary Purchase Standard 75.00 5.500 757,500
6410719626 XXXXXXX XX 00000 PUD Primary Purchase Rapid 77.06 5.875 382,320
6410925041 XXX XX 00000 Single Family Primary Refinance Rapid 63.63 5.250 420,000
6412383488 XXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.375 468,000
6412944107 XXXXXX XX 00000 Single Family Primary Refinance Rapid 64.40 5.750 351,000
6414535424 XXXXXXX XX 00000 Condominium Primary Refinance Rapid 78.86 5.625 418,000
6415320719 XXXXX XX 00000 Condominium Primary Purchase Standard 80.00 5.750 364,000
6415464095 XXXXX XX 00000 Single Family Primary Purchase Standard 63.01 5.625 460,000
6415948550 XXXXXX XX 00000 Single Family Primary Refinance Reduced 57.46 5.375 515,484
6416420419 XXXXXXXX XX 00000 PUD Primary Refinance Standard 71.97 6.125 655,000
6416598586 XXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.625 487,200
6417101034 XXXXXXXX XX 00000 Single Family Primary Refinance Rapid 50.00 5.375 500,000
6418343544 FRANCO, JR. PA 15044 PUD Primary Refinance Rapid 77.00 5.125 365,000
6418583156 XXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 51.90 5.375 558,000
6420503432 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 50.00 5.375 500,000
6420908359 XXXXXX IL 60657 Condominium Primary Refinance Rapid 75.24 5.750 538,000
6421384303 XXXXXXX NC 27514 PUD Primary Refinance Reduced 80.00 5.375 362,400
6421630838 XXXX CA 94306 Single Family Primary Refinance Rapid 67.13 5.125 715,000
6422631215 XXXX XX 00000 Single Family Primary Cash-out Refinance Standard 52.94 5.625 450,000
6423996260 XXXXXX XX 00000 Single Family Primary Refinance Reduced 75.81 5.000 652,000
6424323688 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 73.13 5.375 373,000
6424565288 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 67.30 5.875 350,000
6425331474 XXXXXXXX XX 00000 Single Family Primary Purchase Rapid 79.96 5.500 419,000
6427376964 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.750 332,000
6429380048 XXXXX XX 00000 Single Family Primary Refinance Standard 58.87 5.500 627,000
6429776153 XXXXXX XX 00000 Single Family Primary Refinance Rapid 68.45 5.250 359,375
6430063757 XXXXXX XX 00000 PUD Primary Purchase Standard 50.95 5.875 400,000
6430757085 XXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.500 422,000
6433154652 XXXXXXXX-XXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 44.64 5.375 346,000
6433660815 XXX XX 00000 Single Family Primary Refinance Rapid 78.88 5.375 568,000
6433723332 XXXXXX XX 00000 Single Family Primary Refinance Reduced 51.30 5.500 315,500
6435027963 XXXXXX XXX XX 00000 Single Family Primary Purchase Rapid 50.00 5.375 950,000
6437592766 XXXXXXXXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.625 591,200
6439812485 XXXXXXXXX XX 00000 Single Family Primary Refinance Standard 79.09 5.625 870,000
6440589122 XXXXX XX 00000 Single Family Primary Purchase Standard 95.00 5.750 351,500
6440743836 XXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 66.66 5.750 390,000
0000000000 XXXXXX XX 00000 Single Family Primary Refinance Reduced 76.80 5.625 480,000
6442123961 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 78.52 5.375 451,494
6442247505 XXXXXXXX XX 00000 PUD Primary Refinance Standard 79.94 5.875 523,618
0000000000 XXXX XX 00000 Single Family Primary Refinance Reduced 78.97 5.875 627,852
0000000000 XXXXXXX XX 00000 PUD Primary Purchase Reduced 80.00 4.375 360,000
6443716565 XXXXX JR. KS 66211 Single Family Primary Refinance Reduced 80.00 5.750 616,000
6444123209 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 18.76 5.500 703,500
6445075820 XXXXXXX XX 00000 Single Family Primary Refinance Standard 80.00 5.875 528,000
6445267674 XXXXXXXX XX 00000 Single Family Primary Refinance Standard 40.00 5.750 1,000,000
6446862515 TEKOS CA 94065 PUD Primary Purchase Reduced 80.00 5.500 444,000
6448079209 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.000 444,000
6448091824 XXXXXXXX XX 00000 PUD Primary Refinance Standard 77.60 5.500 454,000
6448668167 SAVAGE IL 60610 Single Family Primary Refinance Rapid 66.66 5.375 1,000,000
6449400628 XXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 69.98 5.875 507,400
6449680518 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 80.00 5.625 560,000
6450292583 SHOOMAN VA 20171 PUD Primary Purchase Standard 80.00 5.875 343,920
6452884064 XXXXXX XX 00000 Single Family Primary Refinance Reduced 54.73 5.625 520,000
6454423994 CARPIZO CA 94588 Single Family Primary Cash-out Refinance Reduced 75.00 5.875 333,750
6454675825 XXXXXX XX 00000 Single Family Primary Purchase Reduced 63.02 5.875 500,000
6454758589 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 62.85 5.875 550,000
6456644621 XXXXXX XX 00000 Single Family Primary Refinance Rapid 51.53 5.625 670,000
6457310560 XXXXX XX 00000 Single Family Primary Refinance Rapid 74.83 5.500 898,000
6457343165 XXXX XX 00000 PUD Primary Refinance Reduced 65.82 5.500 520,000
6458220891 XXXXXXX MD 20882 Single Family Primary Cash-out Refinance Standard 76.92 5.375 400,000
6459190085 LI CA 92129 Single Family Primary Purchase Rapid 79.98 5.500 418,300
6459535107 XXXXXXXX, XXX XX 00000 Single Family Primary Refinance Reduced 70.74 5.750 382,000
6459820889 XXXXXXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.750 457,600
6460546077 XX XX 00000 Single Family Primary Refinance Rapid 67.31 5.500 454,400
6461440825 PANOS CA 92024 PUD Primary Purchase Rapid 80.00 5.625 404,000
6461711191 XXXXXXXX TN 37064 PUD Primary Purchase Reduced 75.22 4.625 340,000
6461849561 XXXXX XX 00000 Single Family Primary Purchase Rapid 75.00 5.750 757,500
6462159028 XXXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.500 716,000
6462620029 XXXXXXXX XX 00000 Single Family Primary Refinance Rapid 79.13 5.750 364,000
6462919850 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 31.63 5.375 650,000
6463032224 XXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 60.00 5.250 360,000
6463063419 XXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 52.00 5.250 650,000
6464277646 LI CA 95120 Single Family Primary Refinance Rapid 78.88 5.375 568,000
6467107980 XXXXXXXXX XX 00000 Three Family Primary Purchase Standard 59.63 5.250 650,000
6467735764 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 63.96 5.375 829,000
6468236317 XXXXXXXXX XX 00000 Single Family Primary Purchase Rapid 79.99 5.500 518,390
6468366791 XXXX XX 00000 PUD Primary Purchase Standard 75.75 5.375 500,000
6468541229 FRUSTERE CA 93030 PUD Primary Refinance Reduced 75.47 5.375 400,000
6468708919 XXXXX XX 00000 Single Family Primary Purchase Rapid 53.83 5.500 425,000
6470274041 XXXXXX XX 00000 PUD Primary Cash-out Refinance Rapid 60.32 5.625 549,000
6470865335 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 72.96 5.500 332,000
6470929479 XXXXXXXXX FL 34113 Single Family Primary Refinance All Ready Home 75.00 5.500 360,000
6471751765 XXXXXXX XX 00000 Single Family Secondary Purchase Rapid 80.00 5.625 415,200
6473846704 XXXXXXXXXX XX 00000 PUD Primary Cash-out Refinance Standard 63.33 5.375 380,000
6475580863 XXXXXX XX 00000 Single Family Primary Refinance Rapid 68.34 5.500 434,000
6476074056 XXXXXX CA 94970 PUD Secondary Cash-out Refinance Standard 34.16 5.500 410,000
6476335317 GUO CA 95409 Single Family Primary Purchase Rapid 80.00 5.750 431,200
6476481145 XXXX XX 00000 Single Family Primary Refinance Rapid 62.66 5.500 376,000
6478533679 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 34.00 5.750 340,000
6480565610 XXXX XX 00000 PUD Primary Refinance Standard 79.73 5.375 610,000
6480770541 TROFATTER, XX XX 00000 Single Family Primary Purchase Rapid 79.30 5.375 550,000
6481106497 XXX XX 00000 Single Family Primary Refinance Rapid 60.12 5.500 600,000
6481728373 X'XXXXX XX 00000 PUD Primary Purchase Rapid 70.49 5.250 430,000
6483250640 XXXXXX XX 00000 Single Family Primary Refinance Rapid 23.46 6.000 657,000
6483474810 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 42.18 5.750 928,000
6483946122 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 69.90 5.625 720,000
0000000000 XXXXXX XX 00000 Single Family Secondary Refinance Rapid 80.00 5.500 428,000
6484496705 COMMINOS IL 60062 Single Family Primary Refinance Rapid 63.57 5.375 370,000
6485230616 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 55.22 5.250 370,000
6485620345 XXXX XX 00000 Single Family Primary Refinance Reduced 44.27 5.375 646,458
6486236877 XXXXX XX 00000 Single Family Primary Refinance Reduced 49.22 5.500 726,000
6487112648 XXXXXX IL 60618 Single Family Primary Refinance Reduced 56.00 5.250 322,000
6487415678 WOO CA 94116 Single Family Primary Cash-out Refinance Standard 55.94 5.625 400,000
0000000000 XXXXXX XX 00000 Two Family Primary Refinance Standard 80.00 5.500 636,000
6490067227 XXXXXXXXX XX 00000 Condominium Primary Purchase Rapid 80.00 5.625 484,000
6490134258 XXXXXXXX XX 00000 PUD Primary Cash-out Refinance Standard 70.00 5.875 364,000
6491794027 XXXXXXX XX 00000 Single Family Primary Refinance Standard 48.78 5.375 1,000,000
6493043183 JAIN IL 60614 Single Family Primary Refinance Rapid 39.12 5.500 978,000
6495351683 XXXXXX-XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 71.11 5.500 604,500
6499024559 XXX XX 00000 PUD Primary Refinance Reduced 60.15 5.250 400,000
6501326240 XXXXX XX 00000 PUD Secondary Purchase Rapid 80.00 5.500 424,000
6501673393 XXXXXXXXX TN 37027 PUD Primary Refinance Reduced 75.98 5.750 374,600
0000000000 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 46.51 5.500 314,000
6505013596 XXXX XX 00000 PUD Primary Refinance Rapid 80.00 5.750 532,000
6505589157 VENCE CA 94574 Single Family Primary Refinance Reduced 27.41 5.375 425,000
6505881208 XXXX XX 00000 Single Family Primary Cash-out Refinance Standard 80.00 5.625 352,000
6507296231 XXXXXX XX 00000 Single Family Primary Refinance Reduced 74.40 5.375 327,380
6507561915 XXXXX CA 95135 Single Family Primary Purchase Rapid 70.00 5.625 770,000
6508064612 XXXXXX XX 00000 Single Family Primary Refinance Reduced 59.43 5.125 422,000
6509649718 XU XX 00000 PUD Primary Refinance Rapid 52.41 5.375 380,000
6510368795 XXXXXXXXXX XX 00000 Single Family Primary Purchase Standard 75.00 5.250 851,250
6511824135 XXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 46.48 6.125 337,000
0000000000 XXXXXXXX CA 95037 Single Family Primary Cash-out Refinance Rapid 64.41 5.625 438,000
6515220538 XXXXXX XX 00000 Single Family Primary Refinance Reduced 57.73 5.125 332,000
6515265236 XXXXXXXXX XX 00000 Three Family Primary Purchase Standard 80.00 6.000 520,000
6516710735 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 57.17 5.375 486,000
0000000000 XXXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.625 360,000
6516896823 XXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 6.000 719,200
6519086968 XX XXXXXX AR 72212 PUD Primary Refinance Standard 80.00 5.250 308,000
6519660044 XXXXXXXX XX 00000 PUD Primary Refinance Reduced 13.86 5.500 721,000
6521267804 XXXXXXXX XX 00000 PUD Primary Purchase Standard 61.37 5.250 1,000,000
6522160131 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 77.72 5.250 750,000
6524827596 XXXXX XX 00000 Single Family Primary Refinance Rapid 76.08 5.500 700,000
6526986796 XXXXXX XX 00000 Single Family Primary Refinance Rapid 79.34 5.750 365,000
6527039710 XXXXXX CA 94577 Single Family Primary Purchase Rapid 80.00 5.875 428,000
6527136342 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 44.30 5.625 350,000
6527426354 XXXXX CA 95382 Single Family Primary Refinance Rapid 78.52 5.875 340,000
6528018143 XXXXX XX 00000 Single Family Primary Refinance Rapid 79.51 5.875 493,000
6528562561 XXXXXXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 70.00 5.500 420,000
6533783541 XXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.250 448,000
6533798556 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 79.90 5.500 350,000
6534701831 XXXXXXX XX 00000 Single Family Investor Refinance All Ready Home 47.05 5.750 400,000
6534982175 XXXXXXXX CA 94133 Condominium Primary Refinance Reduced 60.26 5.750 346,500
6535687799 XXXXXXXX XX 00000 PUD Primary Refinance Rapid 79.51 5.750 326,000
6537234889 XXXXXX TN 37069 PUD Primary Refinance Reduced 76.78 5.250 441,500
6538309912 XXXXXXXX XX 00000 PUD Primary Purchase Rapid 68.83 5.750 550,000
6539838422 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 59.80 5.500 469,500
6540300560 XXXXXXXX XX 00000 PUD Primary Refinance Reduced 80.00 5.875 312,000
6542764359 XXXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 57.02 5.875 350,700
0000000000 XXXXXX XX 00000 PUD Primary Refinance Reduced 79.83 5.500 479,000
6544465997 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 76.27 5.500 450,000
6544668608 XXXX XX 00000 PUD Secondary Purchase Rapid 75.00 5.625 637,500
6544907899 XXXX XX 00000 PUD Primary Purchase Rapid 79.99 5.125 740,000
6546523660 XXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 70.47 5.250 370,000
6546671048 XXXXXX XX 00000 Single Family Primary Refinance Rapid 35.89 5.625 332,000
6547265022 XXXXX IL 60622 Single Family Primary Refinance Rapid 69.85 5.625 496,000
6547336559 XXXXXXX NM 87506 PUD Primary Purchase Rapid 80.00 5.375 663,200
6548232252 XXXXXX XX 00000 Single Family Primary Refinance Standard 29.03 5.500 900,000
6548316055 XXXXXXXX XX 00000 PUD Primary Purchase Standard 80.00 5.625 342,400
6548604054 XXX MD 20878 Single Family Primary Purchase Reduced 78.25 5.625 403,000
6549222864 DATA CA 92625 Single Family Investor Purchase Standard 55.00 5.750 566,500
6550303116 XXXXXX XX 00000 Single Family Primary Purchase Rapid 54.05 5.375 700,000
6551031922 XX XXX XX 00000 Single Family Primary Refinance Reduced 40.90 5.500 630,000
6552109453 XXXXXX XX 00000 Single Family Primary Refinance Reduced 43.15 5.500 410,000
0000000000 XXXXX XX 00000 PUD Primary Cash-out Refinance Rapid 45.33 5.500 374,000
6554408598 XXXXXX NC 27613 PUD Primary Purchase Reduced 59.82 4.750 335,000
0000000000 XXXXXXX XX 00000 PUD Primary Cash-out Refinance Standard 80.00 5.625 400,000
6555781753 XXXXXXX XX 00000 PUD Primary Cash-out Refinance Standard 80.00 5.625 368,000
6556727144 XU XX 00000 Single Family Primary Refinance Standard 80.00 5.875 512,000
6560424639 XXXXXXXXXX XX 00000 Condominium Primary Refinance Standard 79.72 5.875 409,000
6561588846 XXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 74.40 5.750 465,000
6562097391 XXXXXXX XX 00000 Three Family Primary Purchase Standard 80.00 6.000 504,000
6562555570 KUO XX 00000 Single Family Primary Refinance Rapid 66.12 5.625 529,000
6562925914 MOTTAEZ CA 94024 Single Family Primary Refinance Standard 65.57 5.625 800,000
6563127551 XXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.750 400,000
6563605440 XXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 48.96 5.250 404,000
6564040381 XXX XX 00000 Single Family Primary Refinance Reduced 46.84 5.250 386,500
6565005276 XXXXXXX XX 00000 PUD Primary Refinance Rapid 34.28 5.000 660,000
6565414320 NELICK MD 20878 PUD Primary Refinance Rapid 62.00 5.500 470,000
6565457337 XXXX XX 00000 Single Family Primary Cash-out Refinance Standard 67.95 5.375 600,000
6565690895 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 77.14 5.625 405,000
0000000000 XXXXXX XX 00000 PUD Primary Refinance Reduced 76.51 5.500 570,000
6566008006 BADOVINUS CA 94103 Condominium Primary Refinance Standard 70.07 5.375 480,000
6566034903 XXXXXXXXX XX 00000 Two Family Primary Refinance Standard 70.00 5.375 665,000
6566652613 XXXX XX 00000 Condominium Primary Purchase Standard 79.99 5.375 345,784
6570724986 XXXXXX-XXXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 6.000 339,200
6570940913 XXXXXXXX XX 00000 Single Family Primary Refinance Standard 58.57 6.000 369,000
6572255971 XXXXXX FL 32259 PUD Primary Purchase Reduced 68.31 5.750 345,000
6572410402 XXXXXX XX 00000 Single Family Primary Refinance Rapid 68.55 5.625 617,000
6572634431 XXXXXX XX 00000 PUD Primary Refinance Reduced 64.60 5.375 646,000
6573925796 XXXXXXXX XX 00000 Single Family Primary Refinance Rapid 47.58 5.500 571,000
6574959331 XXXXXXX XX 00000 Two Family Primary Purchase Standard 80.00 5.750 648,000
6575189821 XXXXXX XX 00000 Single Family Primary Refinance Rapid 46.08 5.625 447,000
6575426454 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 49.07 5.625 400,000
6576134867 XXXXXX, JR. MA 02452 Single Family Primary Purchase Standard 80.00 6.125 420,720
6576165614 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 78.43 5.750 400,000
6576704164 BINNIE FL 33433 PUD Primary Purchase Reduced 80.00 5.625 404,000
6577161786 XXXXXXXX XX 00000 Single Family Primary Refinance Standard 64.96 5.375 825,000
6586242585 XXXXX XX 00000 Single Family Primary Refinance Reduced 74.32 5.500 386,500
6586775048 ANDREUS VA 20151 PUD Primary Purchase Reduced 80.00 5.875 357,800
6587290203 XXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.875 522,400
6588703386 XXXXXXX, JR CA 95032 PUD Primary Refinance Reduced 70.00 5.875 490,000
6589215349 XXXXX XX 00000 Single Family Primary Refinance Reduced 70.62 5.750 497,900
6589225207 XXXXXX XX 00000 Single Family Primary Refinance All Ready Home 74.94 5.375 498,400
6589825030 XXXXXX XX 00000 Single Family Primary Refinance Reduced 72.61 5.375 403,000
6589903779 XXXXXXXX XX 00000 Two Family Primary Purchase Standard 80.00 6.000 549,900
6590491202 XXXXX XX 00000 Single Family Primary Refinance Reduced 42.77 5.500 470,500
6591124448 XXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 41.25 5.375 825,000
6591575029 XXXXXX XX 00000 Single Family Primary Refinance Rapid 78.12 5.625 500,000
6592291410 XXXXXX XX 00000 Single Family Primary Purchase Standard 79.89 6.125 488,000
6593036921 XXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.625 476,000
6593154443 XXXXXXXXX XX 00000 Condominium Primary Refinance Standard 80.00 5.500 380,000
6593912790 XXXXXXXXXX-XXXX XX 00000 Single Family Investor Refinance Reduced 60.20 6.000 301,000
6593956136 XXXXXXXXXXX XX 00000 Two Family Primary Refinance Standard 65.06 5.750 943,500
6594224765 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 62.50 5.250 750,000
0000000000 XXXXXX XX 00000 Single Family Primary Purchase Rapid 67.06 5.375 448,000
6595691483 X'XXXXX XX 00000 PUD Primary Refinance Rapid 71.55 5.500 390,000
6597859997 XXXX XX 00000 Single Family Primary Refinance Reduced 70.00 5.750 665,700
6598641493 XXXXXXXX XX 00000 PUD Primary Refinance Reduced 48.33 5.750 348,000
6599176002 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 22.13 5.250 996,000
6600222324 XXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.125 448,000
6600597311 XXXXX XX 00000 Single Family Primary Refinance All Ready Home 44.97 5.500 398,000
6603448546 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 61.28 5.500 450,000
6607353809 GOOHS DC 00020 Single Family Primary Cash-out Refinance Rapid 50.64 5.000 390,000
0000000000 XXXXX XX 00000 Single Family Primary Refinance Reduced 50.00 5.625 600,000
6608918915 XXXXXXX XX 00000 Single Family Primary Refinance Standard 57.97 5.125 782,607
6608955917 XXXXX XX 00000 PUD Primary Refinance Rapid 67.68 5.375 365,500
6609159469 XXXX XX 00000 Single Family Primary Refinance Rapid 63.15 5.375 360,000
6609634545 XXXXX XX 00000 PUD Primary Purchase Standard 79.99 4.625 542,818
6611578441 XXXX XX 00000 Single Family Primary Refinance Reduced 52.77 5.875 353,600
6612002466 XXXXX XX 00000 Single Family Primary Refinance Rapid 71.01 5.750 976,500
6612236288 XXXXXXXX XX 00000 PUD Primary Cash-out Refinance Standard 75.00 6.250 465,000
6612291804 XXXX XX 00000 Single Family Primary Refinance Rapid 68.81 5.750 320,000
6612740339 XXXXX XX 00000 Single Family Primary Refinance Reduced 51.19 5.375 386,000
6613004818 XXXXXXXXXXXX XX 00000 PUD Primary Refinance Standard 79.01 5.625 561,000
6614248703 XXXX XX 00000 Single Family Primary Refinance Rapid 69.21 5.375 796,000
6614845904 SU XX 00000 Single Family Primary Refinance Rapid 49.89 5.500 741,000
6615095905 XXXXXXX XX 00000 PUD Primary Cash-out Refinance Reduced 35.31 5.125 415,000
6616625221 XXXXXX XX. CA 94506 PUD Primary Refinance Standard 59.42 5.750 410,000
6616712227 XXXXX XX 00000 PUD Primary Refinance All Ready Home 50.06 5.875 801,000
6617898140 XXXXXXX XX 00000 PUD Primary Purchase Reduced 79.99 5.625 460,853
6618636895 XXXXXX XX 00000 Single Family Primary Refinance Rapid 55.31 5.125 437,000
6620135464 XXXXX CA 92648 Single Family Primary Purchase Rapid 80.00 5.375 516,000
0000000000 XXXXX MD 20854 PUD Primary Refinance Reduced 61.48 5.750 506,000
6620677952 XXXXXX XX 00000 Single Family Primary Refinance Standard 53.84 5.750 525,000
6621838207 XXXXXX XX 00000 Single Family Primary Refinance Reduced 60.19 5.500 472,500
6622630728 XXXXXX XX 00000 Single Family Primary Refinance Rapid 20.00 5.375 360,000
6623694517 XXXX XX 00000 Single Family Primary Refinance Standard 43.90 5.500 922,000
6624768542 LOVE GA 30327 Single Family Primary Refinance Reduced 57.94 5.250 507,000
6625242240 XXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.125 348,000
6625325631 TYO CA 93442 PUD Investor Refinance Standard 55.48 5.875 354,798
6625402935 XXXX CA 94109 High-Rise Condo Primary Refinance Rapid 70.00 5.875 385,000
6625766073 XXXXXX XX 00000 PUD Primary Refinance Rapid 78.57 5.500 412,500
6625989931 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 57.75 5.875 670,000
6627054387 JACOB CA 92663 Single Family Primary Refinance Rapid 45.34 5.250 370,000
6628250729 XXXXXX XX 00000 Two Family Primary Refinance Rapid 60.22 5.500 542,000
6628339613 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 70.00 5.375 700,000
6628666429 XXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 47.05 5.625 800,000
6629681807 XXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.375 511,200
6630160767 XXXXXXXXX XX 00000 PUD Primary Purchase Reduced 80.00 5.250 448,000
6630450903 XXXXX XX 00000 Single Family Primary Refinance Rapid 80.00 5.375 404,000
6631261721 XXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.625 516,320
6631361216 XXXX XX 00000 Single Family Primary Refinance Standard 58.80 5.625 985,000
6631497358 QI CA 92130 Condominium Primary Refinance Rapid 72.43 5.375 402,000
6632322720 XXXXXX XX 00000 PUD Primary Refinance Reduced 80.00 5.500 520,000
6632530090 PACKER XX 00000 Single Family Primary Purchase Rapid 80.00 5.625 400,000
6632647662 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 80.00 6.000 548,000
6632846355 BINNIE CA 92118 Single Family Primary Cash-out Refinance Reduced 58.66 5.875 440,000
6633155186 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 68.27 5.625 990,000
6633735573 XXXXXXXX XX 00000 PUD Primary Purchase Reduced 80.00 5.375 496,000
6633776874 XXXXXXXXX XX 00000 PUD Primary Refinance Reduced 62.05 5.250 484,000
6634308396 XXXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.500 344,000
6636985589 XXXXXX CA 94555 PUD Primary Refinance Reduced 64.00 5.625 339,200
6637625085 XXXXXXXXXX XX 00000 PUD Primary Refinance Reduced 51.75 5.750 383,000
6639264826 XXX XX 00000 Condominium Primary Purchase Reduced 75.00 5.250 442,500
6640292659 XXXXX CA 90272 PUD Primary Purchase Standard 72.20 5.250 1,000,000
6641178659 XXXXXXX XX 00000 PUD Primary Cash-out Refinance Rapid 41.27 5.875 485,000
6641838799 XXXXXXXXX XXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.625 336,000
6645665537 XXXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.750 568,000
6646687597 XXXXXXXX XX 00000 PUD Primary Refinance Reduced 64.84 5.250 333,960
6650212175 MAYELE CA 94544 Single Family Primary Cash-out Refinance Standard 63.80 5.750 335,000
6652207553 XXXXX XX 00000 Single Family Primary Refinance Rapid 49.86 5.500 553,500
6653013778 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 70.00 5.375 490,000
6653262771 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 60.49 5.625 650,341
6654166492 XXXXXX XX 00000 Single Family Primary Purchase Rapid 74.48 5.625 1,000,000
6654599155 XXXXXXXX XX 00000 PUD Primary Purchase Reduced 80.00 5.625 370,400
0000000000 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 35.90 5.500 395,000
6655913538 CZYZ JR. XX 00000 Single Family Primary Refinance Rapid 68.29 5.750 560,000
6656812002 XXXXXXX IV CA 94945 Single Family Primary Cash-out Refinance Reduced 60.71 5.375 510,000
6657855935 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 79.66 5.625 470,000
6660149524 XXXXX XX 00000 Single Family Secondary Refinance Standard 57.89 6.000 550,000
6662040945 XXXXXX XX 00000 Single Family Primary Refinance Reduced 42.00 5.500 525,000
6663558689 XXXXXX XX 00000 Single Family Primary Refinance Reduced 42.06 5.375 683,500
6664070940 XXXXXXXXXXX XX 00000 Single Family Primary Refinance Standard 60.27 5.875 440,000
0000000000 XXXXXXXXX XX 00000 Condominium Primary Purchase Rapid 80.00 5.500 700,000
6664660294 XXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.125 633,600
6664848741 XXXXXX XX 00000 Single Family Primary Refinance Reduced 79.29 5.750 337,000
6665677396 XXXXXXXX XX 00000 PUD Primary Cash-out Refinance Rapid 52.63 5.250 500,000
6666625410 XXXXXX XX 00000 PUD Primary Refinance Standard 69.23 5.500 450,000
6667032475 XXXXXX XX 00000 Single Family Primary Refinance Rapid 64.08 5.750 505,000
6669235779 XXXXXXXX CA 94904 Single Family Primary Refinance Reduced 37.50 5.500 412,500
6669859909 XXXX XX 00000 Single Family Primary Refinance Reduced 69.13 5.500 560,000
6670304549 XXXXX XX 00000 PUD Primary Refinance Rapid 65.76 5.750 970,000
6670711610 CHU CA 95014 Single Family Primary Refinance Rapid 45.12 5.375 370,000
6671698758 XXXX XX 00000 Single Family Primary Refinance All Ready Home 29.85 5.500 1,000,000
6671968433 XXXXXX XX 00000 Single Family Primary Refinance Rapid 78.94 5.625 450,000
6673962582 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 39.66 5.750 595,000
0000000000 XXXXXXXXXX XX 00000 Single Family Primary Refinance All Ready Home 24.10 5.250 638,700
6674828329 XXXXXX XX 00000 Single Family Primary Refinance Reduced 30.12 5.750 361,500
6675641804 XXXXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.875 703,200
6679053345 XXXXXX XX 00000 Single Family Primary Purchase Standard 53.69 5.750 800,000
6681046709 XXXXXX XX 00000 PUD Investor Refinance Standard 53.96 6.000 313,000
6681677743 XXXXXXX XX 00000 Single Family Primary Refinance Standard 50.26 5.500 475,000
6682507568 XXXXXXXXXX, JR. CA 92625 PUD Primary Purchase Standard 48.89 5.375 1,000,000
6683200445 XXXXXX XX 00000 Single Family Primary Refinance Reduced 17.69 5.500 495,510
0000000000 XXXX XX 00000 Single Family Primary Refinance All Ready Home 54.11 5.375 460,000
6685820224 XXXXXXX XX 00000 Single Family Primary Refinance All Ready Home 80.00 5.500 580,000
6688010559 YU CA 94303 Single Family Primary Refinance Rapid 46.00 5.500 460,000
6691521881 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 48.71 5.375 475,000
0000000000 XXXXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 65.21 5.125 750,000
6692032359 XXXXXXX XX 00000 PUD Primary Cash-out Refinance Standard 72.99 5.875 500,000
6693913151 POPKY CA 93940 Single Family Primary Refinance Reduced 54.15 5.500 528,000
0000000000 XXXXXXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.625 617,600
6694676724 XXXXXX XX 00000 Single Family Primary Refinance Reduced 65.97 5.375 320,000
6695056116 XXXXXX XX 00000 Single Family Primary Refinance All Ready Home 58.78 5.750 970,000
6695234622 XXXX XX 00000 Two Family Primary Refinance Rapid 60.64 5.375 940,000
6696189817 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 55.68 5.875 490,000
6697789961 XXXXXX CA 90272 PUD Primary Refinance Reduced 45.58 5.250 490,000
6697799804 CELA CA 94507 Single Family Primary Refinance Reduced 57.30 5.375 745,000
6698641906 XXXXX, JR FL 34135 PUD Primary Purchase Rapid 80.00 5.875 352,000
6699134828 XXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.375 680,000
6700105171 XXXXX XX 00000 Single Family Primary Refinance Reduced 61.33 5.250 368,000
6700882860 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 69.69 5.000 460,000
6705230180 XXXXXXX XX 00000 Single Family Primary Purchase Reduced 61.22 5.250 525,000
6705395801 XXXXXXX XX 00000 Single Family Primary Refinance Standard 56.63 5.750 580,500
6705454434 XXXXXXX XX 00000 Two Family Primary Purchase Standard 80.00 5.750 479,200
6708160822 VITI IL 60622 Townhouse Primary Cash-out Refinance Standard 74.10 5.750 352,000
6708169203 ANG CA 90745 Single Family Primary Refinance Reduced 82.59 6.000 337,000
6708908238 XXXX CA 92782 PUD Primary Cash-out Refinance Rapid 61.29 5.375 475,000
6711237666 XXXXX XX 00000 Single Family Primary Refinance Rapid 72.92 5.375 948,000
6712426060 XXXXXXX XX 00000 Single Family Primary Refinance Standard 33.33 5.375 1,000,000
6713023585 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 76.43 5.750 600,000
6713154687 XXXXXXXXXX XX 00000 Condominium Primary Refinance All Ready Home 53.42 5.375 421,000
6713597224 XXXX XX 00000 Single Family Primary Refinance All Ready Home 32.36 5.750 890,000
6714338206 XXXXXX XX 00000 Single Family Primary Refinance Rapid 68.49 5.750 1,000,000
6715160963 XXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 74.19 5.500 463,000
6715777394 XXXX XX 00000 Single Family Primary Refinance Rapid 79.50 5.625 481,000
6716138158 OMENS CA 92130 Single Family Primary Refinance Rapid 59.44 5.375 535,000
0000000000 PAGE CA 90274 Single Family Primary Purchase Standard 80.00 5.875 600,000
6716488819 XXXXXXXX XX 00000 Single Family Investor Refinance Reduced 65.09 5.875 358,000
6717397696 NOVEN CO 80220 Single Family Primary Refinance Rapid 75.32 5.250 403,000
6718881250 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 56.00 5.250 350,000
6719905439 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 67.79 5.750 400,000
6721294632 XXXXXXX, XX. XX 00000 Single Family Primary Refinance All Ready Home 26.93 5.750 808,000
0000000000 XXXXXXX XX 00000 Single Family Primary Purchase Standard 90.00 4.375 377,100
6725139031 XXXXXX XX 00000 Condominium Primary Refinance Rapid 79.56 5.625 549,000
6725204595 XXXXX XX 00000 Single Family Primary Refinance Rapid 72.22 5.375 650,000
6725280165 XXXXX FL 34109 PUD Primary Refinance Reduced 76.84 5.750 365,000
6726940601 XXXXXXXX, XXX XX 00000 Single Family Primary Refinance Rapid 65.55 5.500 354,000
6728437028 BAJAJ CA 94568 PUD Primary Refinance Rapid 69.67 5.750 540,000
6728607349 XXXXXXXXX XX 00000 Single Family Primary Purchase Reduced 51.33 5.250 375,000
6730738066 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 45.45 5.375 1,000,000
6731013436 XXXX XX 00000 Single Family Primary Refinance Standard 79.28 5.500 333,000
6731146590 XXXXXX XX 00000 PUD Primary Refinance Reduced 69.48 5.750 469,000
6732005563 XXXXXX XX 00000 Single Family Primary Refinance Rapid 44.23 5.250 460,000
6733438524 XXXXXX XX 00000 Condominium Primary Refinance Rapid 69.29 5.375 343,000
6735351550 XXXXXXX IL 60025 Single Family Primary Purchase Rapid 79.61 5.750 400,000
6735434208 XXXXXX XX 00000 Single Family Primary Purchase Rapid 73.79 5.625 845,000
6736056299 XXXXXXXX XX 00000 Two Family Primary Refinance Reduced 47.50 5.750 475,000
6736624344 XXXXX XX 00000 PUD Primary Refinance Standard 73.84 5.625 480,000
6738528709 XXXXXXXX XX 00000 Single Family Primary Refinance Standard 79.57 5.875 448,000
6738761946 XXXXX XX 00000 Single Family Primary Refinance Rapid 69.32 5.250 409,000
6738771424 XXXXX XX 00000 Single Family Primary Refinance Reduced 78.39 5.750 595,788
0000000000 XXXXXX XX 00000 Single Family Primary Refinance Rapid 57.67 5.500 650,000
6739587555 XXXXX XX 00000 PUD Primary Refinance Reduced 51.91 5.125 379,000
6741133349 XXXXX XX 00000 PUD Investor Purchase Standard 76.15 6.000 346,500
6741736885 XXXXXX XX 00000 Single Family Secondary Purchase Rapid 80.00 5.375 424,000
0000000000 XXXXX XX 00000 PUD Primary Purchase Reduced 80.00 5.750 499,200
6742085662 XXXXXX XX 00000 PUD Primary Refinance Standard 79.57 6.000 469,500
6743713650 LIU CA 94539 PUD Primary Purchase Rapid 80.00 5.375 664,000
6745236239 XXXX XX 00000 Single Family Primary Refinance Reduced 69.94 5.625 566,550
6745471927 YING CA 95014 Single Family Primary Refinance Rapid 54.80 5.375 539,800
6746574703 ZHU CA 92130 Condominium Primary Refinance Rapid 77.80 5.375 389,000
6746745097 ZAMPI VA 23455 PUD Primary Purchase Reduced 90.00 5.625 306,000
6746982070 XXXXXX XX 00000 Single Family Primary Refinance Standard 49.71 5.375 435,000
0000000000 XXXXXXXX XX 00000 Single Family Primary Refinance Rapid 73.88 5.750 430,000
6747424346 XXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.750 342,400
6747767652 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 80.00 5.500 360,800
0000000000 XXXXX CA 95126 Single Family Primary Purchase Standard 80.00 5.625 335,200
6749663925 XXXXXXX XX 00000 PUD Primary Refinance Reduced 33.65 5.375 639,500
6749883846 XXXXXX XX 00000 Single Family Primary Refinance Rapid 49.73 5.375 945,000
0000000000 XXXXXXXXX XX 00000 PUD Primary Purchase Reduced 72.22 4.625 340,000
6750491034 XXXXXX XX 00000 PUD Primary Refinance Rapid 79.34 5.500 365,000
6753328910 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 32.35 5.625 647,000
6753385597 XXXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 80.00 5.500 448,000
6756542772 XXXXXX XX 00000 PUD Primary Refinance Reduced 30.66 5.250 437,000
6758045741 XXXXXXXX XX 00000 Three Family Primary Refinance Standard 59.09 6.250 650,000
6758333675 MARTINEZ CA 94061 Single Family Primary Purchase Standard 80.00 5.875 552,000
6758873506 XXXXXXXX XX 00000 Single Family Primary Purchase Rapid 53.84 5.625 700,000
6761186359 XXXXXXXXXXXX XX 00000 PUD Primary Refinance Reduced 79.92 5.375 565,500
6761848099 XXXXXXX XX 00000 Single Family Secondary Refinance Standard 79.80 5.500 320,000
6762847561 XXXXXX XX 00000 PUD Primary Refinance Rapid 77.36 5.500 588,000
6765120925 XXXXXXX XX 00000 PUD Primary Refinance Rapid 77.58 5.750 523,700
6765698813 XXXXXX, JR. CA 94402 Single Family Primary Refinance Reduced 73.15 5.750 695,000
6766405366 GITLES IL 60025 Single Family Primary Refinance Rapid 59.67 5.500 370,000
6766439811 XXXXXX VA 22102 Single Family Primary Refinance Rapid 48.00 5.125 960,000
6766667858 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 80.00 5.750 500,000
6766714841 XXXXXX XX 00000 Single Family Primary Refinance Reduced 57.17 5.375 506,000
6766777947 HAN CA 94539 Single Family Primary Refinance Rapid 75.32 5.375 580,000
6768842376 XXXXX XX 00000 Single Family Primary Refinance Standard 57.20 5.875 457,600
6769458974 XXXX XX 00000 PUD Secondary Purchase Rapid 80.00 5.000 458,000
6769561819 XXXXXXXXXX XX 00000 PUD Primary Refinance Rapid 63.04 5.250 725,000
6770187026 XXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.500 312,000
6770425723 XXXXXXX XX 00000 PUD Primary Refinance Rapid 78.88 5.875 426,000
6770690193 XXXXX XX 00000 PUD Primary Refinance Reduced 44.00 5.500 440,000
6771170336 TUNG CA 94568 PUD Primary Refinance Reduced 78.74 5.500 426,000
6771595268 XXXXX XX 00000 PUD Primary Purchase Reduced 76.36 5.375 420,000
6771646376 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 79.67 5.375 463,700
6772068695 ANAND CA 94303 PUD Primary Purchase Rapid 79.99 5.750 479,900
6772446388 XXXXXX XX 00000 Single Family Primary Refinance Rapid 79.78 5.375 435,200
6773556375 XXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 69.93 5.375 570,000
6773712895 XXXXXX XX 00000 Single Family Primary Refinance Rapid 61.28 5.750 383,000
6775388017 XXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.875 500,000
6775730903 XXXXXXXX XX 00000 Single Family Primary Refinance Rapid 45.38 5.625 998,411
6776168186 XXXX XX 00000 Single Family Primary Refinance All Ready Home 54.04 5.500 594,500
6777281020 XXXXXXX CA 95131 Single Family Primary Refinance All Ready Home 66.78 5.875 327,222
6778468212 XXXXX XX 00000 Single Family Primary Purchase Reduced 78.94 5.625 750,000
6778596822 XXXXX CA 92835 PUD Primary Purchase Reduced 67.80 5.500 495,000
6779978284 BHATT MD 20817 Single Family Primary Refinance Rapid 79.66 5.500 478,000
6780100225 XXXXXXX, XX XX 00000 Condominium Secondary Purchase Rapid 80.00 5.625 520,000
6780853807 XXXXX XX 00000 PUD Primary Purchase Standard 75.00 6.000 553,125
6781579344 XXXXX XX 00000 Single Family Primary Refinance Standard 62.28 5.875 398,605
6781939308 XXXXXXXXX XX 00000 PUD Primary Refinance Reduced 53.79 5.500 390,000
6782933920 XXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.500 452,000
6783251017 XXXX CA 94402 Single Family Primary Refinance Reduced 77.87 5.875 514,000
6783373852 XXXXXX XX 00000 PUD Secondary Refinance Reduced 67.28 5.500 471,004
6785729051 XXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.750 462,400
0000000000 XXX CA 95129 Single Family Primary Refinance Reduced 41.20 5.625 515,000
6786726759 XXXXXXXXX XX 00000 Single Family Primary Refinance Standard 77.41 5.875 480,000
6788373006 XXXXXX XX 00000 Single Family Primary Purchase Rapid 74.53 5.625 600,000
6788428065 XXXXXXXX XX 00000 Single Family Primary Purchase Reduced 79.48 4.125 387,500
6788554662 XXXXXX XX 00000 PUD Primary Cash-out Refinance Standard 59.52 5.625 500,000
6789800726 XXXXXX XX 00000 PUD Primary Refinance Rapid 75.00 4.875 450,000
6790534215 XXXXXXX CA 92630 PUD Primary Refinance Rapid 76.30 5.875 425,000
6791579391 XXXXXXXXXXX XX 00000 PUD Primary Refinance Rapid 61.72 5.375 500,000
6791759241 XXXX XX 00000 Condominium Primary Refinance Rapid 80.00 5.500 748,000
0000000000 XXXXXX FL 34202 PUD Primary Purchase Reduced 80.00 5.500 346,400
6794408002 XX XX 00000 PUD Primary Refinance Rapid 66.93 5.625 415,000
6794778024 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 66.26 5.875 550,000
6795276010 MARKS DC 20002 Single Family Primary Refinance Reduced 78.75 5.625 315,000
6795590444 XXXXXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.500 520,000
6795897658 XXXXXX XX 00000 Single Family Primary Refinance Reduced 74.21 5.500 337,700
6796855085 XXXXX CO 80015 PUD Primary Purchase Reduced 80.00 5.625 412,000
6797190128 XXXXX XX 00000 Single Family Primary Refinance All Ready Home 79.79 5.875 474,761
0000000000 XXXXXX XX 00000 Single Family Primary Refinance Rapid 69.81 5.750 366,550
6800726546 XXXXXX, XX. CA 94541 Single Family Primary Cash-out Refinance Standard 70.00 5.750 455,000
6801748788 LUO CA 94539 PUD Primary Refinance Rapid 50.58 5.000 607,000
6802007689 XXXXX IL 60022 Single Family Primary Refinance Rapid 57.14 5.125 800,000
6802375474 XXXXXXX, JR. FL 33037 Single Family Secondary Refinance Reduced 30.08 5.500 692,000
6802750304 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 86.79 7.750 455,179
6805153837 XXXXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 23.33 5.500 700,000
6805165047 XXXXXXXXX, JR. CA 94402 Single Family Primary Refinance Standard 75.29 5.375 640,000
6805681365 XXXXXX XX 00000 PUD Primary Refinance Reduced 80.00 5.500 352,000
6810357936 XXXXXX XX 00000 PUD Primary Refinance Rapid 71.81 5.375 395,000
6810596657 XXXXXX XX 00000 Single Family Primary Refinance Rapid 69.79 5.500 506,000
6811994810 XXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.875 448,000
6813283592 XXXXX XX 00000 Single Family Primary Refinance Reduced 86.85 5.500 308,335
6814541758 XXXXXX XX 00000 PUD Primary Refinance All Ready Home 67.33 5.625 331,961
6814863913 XXXXX XX 00000 Single Family Primary Refinance Rapid 68.51 5.500 346,000
6815337925 XXXXX XX 00000 Single Family Primary Refinance Rapid 66.31 5.500 381,300
6815670002 XXXXXX XX 00000 PUD Primary Refinance Reduced 27.85 5.875 390,000
6816834532 XXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.750 384,000
6818697960 XXXXXXXXXX XX 00000 PUD Primary Cash-out Refinance Reduced 57.14 5.875 400,000
0000000000 XXXXX XX 00000 Single Family Secondary Purchase Reduced 28.00 5.750 604,800
6819418390 XXXXX XX 00000 PUD Primary Refinance Rapid 40.00 5.375 340,000
6820116348 XXXXXXX CA 94583 PUD Primary Refinance Standard 59.10 5.375 591,000
6823921645 XXXXXXXX SC 29926 PUD Primary Refinance Rapid 62.50 5.250 1,000,000
6825222703 XXXXXXXX XX 00000 Single Family Primary Refinance Standard 67.90 5.875 730,000
6825268607 XXXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.750 608,000
0000000000 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 64.56 5.875 481,000
6825733063 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 80.00 5.875 378,400
6827438026 XXXX CA 91307 PUD Primary Refinance Reduced 48.86 5.625 368,925
6829667648 XXXXX XX 00000 Single Family Primary Refinance Reduced 60.74 5.375 650,000
6833023275 XXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 61.06 5.125 400,000
6833205799 KASAI CA 92067 PUD Primary Refinance Rapid 49.57 5.750 867,500
6834056902 XXXXXX XX 00000 PUD Primary Refinance Standard 64.75 5.250 391,139
0000000000 XXX XX 00000 Single Family Primary Purchase Reduced 62.47 4.750 499,500
6835216133 XXXXXX XX 00000 PUD Primary Cash-out Refinance Standard 80.00 5.250 320,000
6835278968 XXXXX XX 00000 PUD Primary Refinance Rapid 44.44 5.875 800,000
6836010253 XXXX XX 00000 Single Family Primary Purchase Rapid 74.56 5.625 425,000
6836058542 FELITON JR. CA 91206 Single Family Primary Refinance Rapid 79.52 5.500 672,000
6838889894 XXXXX XX 00000 PUD Primary Refinance All Ready Home 63.32 5.500 480,000
6839256341 XXXX XX 00000 Single Family Primary Purchase Rapid 75.00 5.875 483,750
6839829972 XXXXX XX 00000 Single Family Primary Purchase Standard 40.91 5.125 716,000
6841720771 XXXXXXXX XX 00000 Single Family Primary Refinance Rapid 41.52 5.625 980,000
6842234194 XXXXXX XX 00000 Single Family Primary Refinance Standard 39.25 5.750 516,200
6842399559 XXXXXXX XX 00000 Single Family Secondary Purchase Rapid 80.00 5.500 504,000
6843093771 XXXXX XX 00000 Single Family Primary Refinance Reduced 67.40 5.375 471,800
6843330470 XXXXX XX 00000 PUD Primary Refinance Reduced 49.05 5.375 390,000
0000000000 RETES XX 00000 Single Family Primary Purchase Standard 80.00 6.000 404,000
6844721297 XXXX XX 00000 Single Family Primary Purchase Rapid 79.95 5.375 399,000
6844967890 XXXXXXXXX XX 00000 Condominium Primary Refinance Reduced 71.82 5.750 330,400
6845642674 XXXXXXXX XX 00000 PUD Primary Purchase Reduced 79.99 5.500 615,234
6845646303 XXXXXXX XX 00000 PUD Primary Refinance Rapid 48.66 6.000 730,000
6845890430 XXXXX XX 00000 Single Family Primary Refinance Rapid 69.92 5.375 493,000
6847192850 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 72.00 5.750 864,000
6847443089 XXXXXXX XX 00000 Single Family Primary Refinance All Ready Home 36.89 5.250 535,000
0000000000 XXXX CA 95070 Single Family Primary Cash-out Refinance Standard 31.80 5.375 800,000
6848609886 XXXXXXXX XX 00000 PUD Primary Refinance Rapid 37.03 4.875 1,000,000
6849607889 XXXXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 77.66 5.500 400,000
6851428430 XXXXX XX 00000 PUD Primary Refinance Rapid 64.64 5.250 490,000
6851832383 MEI CA 94568 PUD Primary Refinance Reduced 77.37 5.500 394,607
6853123039 XXXXXXX, III SC 29412 PUD Primary Refinance Reduced 79.38 5.375 381,040
6853599279 XXXXXXXXXX XX 00000 Single Family Primary Refinance Rapid 80.00 5.250 664,000
6854550164 XXXXXXXX CA 90275 Single Family Primary Refinance Reduced 61.18 5.750 559,805
6854701601 XXXXX XX 00000 PUD Primary Refinance Reduced 52.52 5.500 525,250
6855152697 XXXXXX XX 00000 PUD Primary Purchase Rapid 79.99 5.875 319,999
6855212533 XXXX XX 00000 PUD Primary Refinance Rapid 75.47 5.500 400,000
6855265622 XXXXXX XX 00000 PUD Primary Refinance Reduced 71.79 5.875 700,000
6855970536 XXXXXX XX 00000 PUD Primary Refinance Rapid 80.00 5.500 620,000
6856004368 XXXXX XX 00000 Single Family Primary Refinance Reduced 38.67 5.750 350,000
6856528903 XXXX XX 00000 Single Family Primary Refinance Rapid 36.58 5.750 750,000
6857760364 XXXXXX XX 00000 PUD Secondary Refinance Reduced 55.55 5.125 400,000
6858444893 XXXXXXX XX 00000 PUD Primary Cash-out Refinance Rapid 76.48 5.250 348,000
0000000000 XXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 46.95 5.125 655,000
6861436464 XXXXXXXX XX 00000 PUD Primary Purchase Reduced 80.00 5.000 345,600
6862702856 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 53.84 5.375 350,000
6863958291 XXXXXXX XX 00000 Single Family Primary Refinance Standard 80.00 5.875 875,200
6865032087 XXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 4.625 692,000
6865045337 XXXXXX XX 00000 Single Family Primary Refinance Reduced 63.63 5.250 350,000
6865545013 XXXXXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.125 417,200
6867232362 XXXXXXX XX 00000 PUD Primary Purchase Reduced 80.00 5.250 400,000
6868061711 XXXXXX XX 00000 Single Family Primary Refinance Reduced 79.86 5.375 471,200
6868433274 XXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 44.37 5.750 599,000
6868532331 D'AMOUR CA 92122 PUD Primary Purchase Reduced 80.00 5.625 379,600
6869510344 TANG CA 94024 Single Family Primary Refinance Rapid 63.74 5.250 988,000
6870601306 XXXXXX XX 00000 Single Family Primary Refinance Rapid 74.60 5.500 858,000
6872624785 XXXXX DE 19971 Single Family Secondary Cash-out Refinance Standard 70.00 5.625 395,500
6872762122 XXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.625 352,000
6872821738 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 44.74 5.500 536,990
6874154740 XXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.500 384,000
0000000000 HIRAHARA M.D. CA 95670 PUD Primary Cash-out Refinance Rapid 75.00 5.500 408,750
6876466324 XXXXX XX 00000 Single Family Primary Refinance Standard 66.04 5.500 317,000
6878340451 PAGE VA 22180 Single Family Primary Refinance Reduced 58.78 5.250 367,383
6878995155 XXXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.375 343,200
6883197854 XXXXXX XX 00000 PUD Secondary Purchase Standard 80.00 5.750 399,920
6887571724 XXXXXX XX 00000 PUD Primary Refinance Rapid 64.30 5.125 836,000
6888597041 XXXXXXX XX 00000 Condominium Primary Purchase Standard 80.00 5.875 328,000
6890582650 GEARY CA 92625 Condominium Primary Refinance Rapid 65.03 5.500 504,000
6890913020 CHAN CA 95134 Condominium Primary Refinance Reduced 79.20 5.625 396,000
6891811876 XXXXX XX 00000 Single Family Secondary Refinance Standard 39.88 5.375 335,000
6895206081 XXXXX XX 00000 PUD Primary Refinance Rapid 70.00 5.875 357,700
6900335008 XXXX XX 00000 Single Family Primary Refinance Rapid 31.89 5.500 850,000
6900796076 XXXXXX XX 00000 Single Family Primary Refinance Reduced 80.00 6.125 352,000
6901876265 XXXXX XX 00000 Single Family Primary Refinance Rapid 73.70 5.625 995,000
6902071346 XXXXXX XX 00000 XXX Secondary Refinance Standard 31.25 6.250 969,000
0000000000 XXXXXXXX XX 00000 Single Family Primary Refinance All Ready Home 40.94 5.625 778,000
0000000000 XXXXXXXX XX 00000 Single Family Primary Purchase Rapid 75.00 5.500 337,500
6906802274 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 51.00 5.875 510,000
6907469214 DILEMBO XX 00000 Single Family Primary Purchase Reduced 80.00 4.375 347,960
0000000000 XXXXXXX CA 92117 Condominium Primary Purchase Rapid 80.00 5.750 352,000
6910043311 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 79.20 5.750 400,000
6911883871 XXXXXX XX 00000 Single Family Primary Refinance Reduced 78.56 5.250 459,600
6912085757 XXXXX XX 00000 Single Family Primary Refinance Reduced 79.36 5.750 313,500
6914153397 XXXXX XX 00000 Condominium Primary Refinance Rapid 74.34 5.875 342,000
6914782799 XXXXXXX CA 92648 PUD Primary Refinance Rapid 43.62 4.875 523,500
6915739137 XXXXX XX 20008 Single Family Primary Refinance Rapid 48.75 5.375 975,000
6919944527 XXXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.375 468,000
6920685937 XXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.375 372,000
6921764566 XXXXXX XX 00000 Single Family Primary Refinance Standard 80.00 5.750 400,000
6922698722 XXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.625 340,000
6922841900 XXXXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.250 480,800
0000000000 CHAN CA 94015 Single Family Primary Refinance Rapid 68.82 5.625 382,000
6924416487 XXXXXX XX 00000 Single Family Primary Refinance Standard 43.47 6.125 1,000,000
6924538751 XXXXXX XX 00000 Single Family Primary Refinance Reduced 62.18 5.750 342,000
6925189042 CHEEKS VA 23140 PUD Primary Purchase Reduced 80.00 5.000 356,000
6925479583 JEW CA 94517 PUD Primary Purchase Standard 84.50 5.375 384,500
6927275385 XXXXXX XX 00000 Single Family Primary Refinance Reduced 37.70 5.375 697,500
6928366365 XXXXXXX CA 94107 High-Rise Condo Primary Purchase Rapid 80.00 5.125 344,000
6929245303 XXXX CA 94506 PUD Primary Refinance Rapid 54.76 5.000 534,000
6930165060 XXXXXX XX 00000 Single Family Primary Refinance Rapid 62.18 5.875 684,000
6930191355 XXXXXX CA 95124 Single Family Primary Purchase Rapid 80.00 5.750 403,200
6930664195 XXXXXX FL 34997 PUD Primary Refinance Reduced 76.14 5.500 434,000
6931200551 XXXXX, XX XX 00000 Single Family Primary Refinance Rapid 38.46 5.625 500,000
6931280363 XXXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 6.250 588,800
6932074120 XXXXXXXX XX 00000 Condominium Primary Refinance Reduced 48.10 5.125 454,600
6932386714 XXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.375 340,000
6932527887 XXXXX XX 00000 Single Family Primary Refinance Rapid 70.06 5.500 515,000
6932656694 XXXXXXX XX 00000 Condominium Primary Refinance Rapid 80.00 5.500 488,000
6933175744 XXXXX XX 00000 Single Family Primary Refinance Standard 69.69 5.500 324,100
6935351640 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 25.44 5.875 360,000
6937089784 XXX XX 00000 Condominium Primary Refinance Rapid 76.44 5.750 409,000
6937261375 X'XXXXXXX XX 00000 PUD Primary Refinance All Ready Home 54.50 5.750 545,000
6939710684 XXXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.125 430,000
6939911746 XXXXXXXX XX 00000 Condominium Primary Purchase Rapid 80.00 5.625 340,000
0000000000 XXXX XX 00000 Condominium Primary Purchase Rapid 79.99 5.375 485,818
6940841841 DE XXX XXXXXXX XX 00000 Condominium Primary Purchase Rapid 80.00 5.375 311,200
6941493998 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 63.03 5.500 520,000
0000000000 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 58.88 5.625 588,855
6942019446 XXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 27.77 5.625 750,000
6942876662 XXXXXXXXX XX 00000 Single Family Primary Refinance Standard 57.69 5.500 750,000
6943143286 XXXXXXX CA 94303 Condominium Primary Refinance Rapid 80.00 6.000 488,000
6943328184 XXXXXXXXXX XX 00000 PUD Secondary Refinance Rapid 53.75 5.250 430,000
6943450012 XXXXXX XX 00000 PUD Primary Refinance Rapid 50.27 5.500 583,200
6945459359 XXXXXXX XX 00000 Condominium Primary Refinance Rapid 57.55 5.375 400,000
6945886064 XXXXXXXX XX 00000 PUD Primary Cash-out Refinance Standard 80.00 5.625 348,000
6945900873 XXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.375 628,000
6946216451 XXXX CA 94086 Condominium Primary Refinance Reduced 58.18 5.750 320,000
0000000000 XXXXXXX XX 00000 Single Family Primary Refinance Standard 29.50 5.750 413,000
0000000000 XXXXX CA 93950 Single Family Secondary Refinance All Ready Home 77.19 5.875 352,000
6949936394 XXXXX XX 00000 PUD Primary Refinance Reduced 54.04 5.500 354,000
6950211810 XXXXXXX XX 00000 Single Family Primary Purchase Standard 80.00 5.125 353,600
6950829413 XXXXXXXX XX 00000 Single Family Primary Purchase Standard 90.00 5.625 373,500
6951207718 XXXXXXX NC 28211 Single Family Primary Purchase Reduced 62.06 5.125 450,000
6951695169 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 51.23 5.625 310,000
6952240205 XXXXXXX,XXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.625 680,000
6954176209 XXXXX XX 00000 Single Family Primary Refinance Rapid 51.76 5.375 308,000
6954346851 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 59.34 5.375 365,000
6954632748 XXXXX XX 00000 Single Family Primary Refinance Standard 79.05 5.625 468,000
6956047507 XXXX XX 00000 PUD Primary Cash-out Refinance Reduced 39.03 5.500 341,567
6956154287 XXXXXXX XX 00000 Single Family Primary Cash-out Refinance Standard 69.69 5.625 690,000
6957267138 XXXXXXX CA 93420 PUD Primary Refinance Standard 79.12 5.500 486,600
6958012699 XXXX XX 00000 Single Family Primary Refinance Standard 55.55 5.500 750,000
6958101641 LANE IL 60521 Single Family Primary Refinance Rapid 50.00 5.750 350,000
6958546134 XXXXXXXX XX 00000 Single Family Primary Refinance Rapid 54.43 5.375 509,000
6959258432 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 47.23 5.750 359,000
0000000000 ROONEY,. XX XX 00000 Single Family Primary Purchase Standard 80.00 5.875 408,000
6960321716 XXXXXXXX XX 00000 Single Family Primary Purchase Standard 73.78 5.250 487,000
6960644190 XXXXXXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.625 420,000
6961525927 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 78.92 5.750 588,000
6962748098 XXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 53.42 5.625 374,000
6963024473 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 53.16 5.625 420,000
6963366502 XXXXXXXXX XX 00000 Single Family Secondary Refinance Rapid 31.25 5.375 500,000
0000000000 XXXXXXX XX 00000 Single Family Primary Refinance Standard 56.04 5.625 468,000
6966176395 XXXXX CA 95651 Single Family Primary Purchase Reduced 75.00 5.250 600,000
6966957026 XXXX XX 00000 Single Family Primary Refinance All Ready Home 25.46 5.500 382,000
0000000000 XXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.375 616,000
6967540763 XXXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 40.06 5.500 360,540
6970289275 XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 46.63 5.375 513,000
6970374531 XXXXXXXXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 67.03 5.500 429,000
6970600711 YEH XX 00000 Single Family Primary Refinance Rapid 50.66 5.625 380,000
6971031171 XXXXX XX 00000 Single Family Primary Refinance Rapid 63.42 5.125 834,100
6972790213 XXXXXXX XX 00000 Two Family Primary Refinance Rapid 65.83 5.375 559,600
6973411660 XXXXXX, JR. CA 94541 Single Family Primary Refinance Standard 80.00 5.500 344,000
6974448083 XXXXX XX 00000 PUD Primary Refinance Reduced 69.21 5.750 443,000
0000000000 LIANG CA 95035 Single Family Primary Refinance Reduced 42.40 5.875 335,000
6976073376 XXXXXXX XX 00000 Single Family Primary Refinance Reduced 45.16 5.500 700,000
0000000000 XXXXX XX 00000 Single Family Primary Refinance Rapid 65.05 5.375 505,500
6976999737 XXXX XX 00000 PUD Primary Refinance Reduced 49.26 5.625 335,000
0000000000 XXXXXXXX XX 00000 Single Family Primary Purchase Reduced 80.00 5.250 354,800
6978395074 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 59.28 5.500 380,000
6979382642 FAN CA 92131 PUD Primary Refinance Rapid 80.00 5.375 467,200
6982183219 XXXXXXXX XX 00000 PUD Primary Refinance Reduced 76.74 5.625 395,250
6983064087 SHIN CA 94538 PUD Primary Purchase Reduced 79.99 5.250 391,800
6986803333 XXXX XX 00000 Single Family Primary Refinance Rapid 34.28 5.375 548,500
6986955364 XXXXXX XX 00000 Single Family Primary Purchase Rapid 71.09 5.125 750,000
6989072902 XXXXX-XXXXXXXXX XX 00000 Single Family Primary Refinance Reduced 54.70 5.250 548,700
6989490658 XXXXXX XX 00000 Single Family Primary Refinance Rapid 74.07 5.875 896,250
6992045986 XXXXXX XX 00000 PUD Primary Purchase Rapid 80.00 5.125 344,000
6994429691 XXXXXX XX 00000 Single Family Primary Cash-out Refinance Rapid 55.41 5.000 450,000
6994555339 XXXXXXXXXXX XX 00000 PUD Primary Refinance Standard 40.00 5.750 400,000
6995321269 XXXXXX, JR. XX 00000 Single Family Primary Cash-out Refinance Standard 80.00 4.875 336,000
6997046773 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.500 428,000
6997557704 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 80.00 5.625 480,000
6998264235 XXXXXXX XX 00000 Single Family Primary Purchase Rapid 15.00 4.375 600,000
7016089018 ARZUAGA VA 20124 Single Family Primary Cash-out Refinance Standard 42.85 5.000 600,000
7016089596 XXXXXXX MD 21146 Single Family Primary Cash-out Refinance Standard 53.05 5.375 490,747
7016099611 XXXXXXX XX 00000 PUD Primary Refinance Reduced 44.54 5.125 504,200
7016100930 XXXXXXXXXXX XX 00000 Single Family Primary Cash-out Refinance Reduced 54.99 5.375 417,949
7016102449 XXXXXXX XX 00000 Single Family Primary Refinance Standard 77.83 5.250 307,450
7016103223 XXXXX XX 00000 Single Family Primary Refinance Reduced 65.51 5.125 481,500
7016109295 XXXXXXXX XX 00000 Single Family Primary Refinance Standard 58.51 5.750 316,000
7016122363 LIU CA 92620 PUD Primary Refinance Rapid 46.27 5.125 428,000
7016122512 XXXXXXX XX 00000 Single Family Primary Refinance Rapid 23.52 5.375 1,000,000
7016125861 XXXXXX XX 00000 Single Family Primary Purchase Standard 47.36 5.250 450,000
7016129210 XXXXX VA 22152 PUD Primary Refinance Reduced 64.87 4.625 369,770
7016131182 XXXXX XX 00000 Single Family Primary Refinance Reduced 70.02 5.000 322,100
7016133220 XXXXXXX XX 00000 PUD Primary Refinance Reduced 67.34 5.250 633,000
7016134194 XXXXXXXXX XX 00000 Single Family Primary Refinance Standard 43.24 5.500 333,000
7016142304 XXXXXXXX XX 00000 PUD Primary Refinance Reduced 75.73 5.625 435,500
7016144839 DOMAL CA 90254 Condominium Primary Refinance Reduced 54.92 5.250 390,000
7016145430 XXX XX 00000 Condominium Secondary Purchase Standard 80.00 5.625 400,000
7016145653 XXXXXX XX 00000 Single Family Primary Refinance Reduced 63.74 5.000 350,604
7016149606 XXXXXX XX 00000 PUD Primary Refinance Reduced 71.34 5.000 324,615
7016150265 XXXXXXXX XX 00000 Single Family Primary Refinance Reduced 38.58 5.125 600,000
7016259249 XXXXX XX 00000 Single Family Primary Refinance Reduced 44.40 5.375 543,900
BOAMS 0000-X
0/0 XXXXX
XXXXXXXX SCHEDULE (continued)
LOAN 1ST PAYMENT MATURITY ORIGINAL MONTHLY CURRENT REMAINING SCHEDULED APPRAISAL SALES
NUMBER DATE DATE TERM P&I DUE DATE TERM PB FICO VALUE PRICE PMI COMPANY
------------------------------------------------------------------------------------------------------------------------------------
6000111689 20021001 20320901 360 2,505.32 20021001 360 447,400.00 760 700,000 -
6000169885 20021001 20320901 360 4,461.34 20021001 360 775,000.00 705 1,750,000 -
6000241957 20020901 20320801 360 2,810.56 20020901 359 494,458.19 774 1,300,000 -
6000448735 20021001 20320901 360 4,029.60 20021001 360 700,000.00 681 1,650,000 -
6001176608 20021001 20320901 360 2,878.29 20021001 360 500,000.00 790 800,000 -
6001576724 20021001 20320901 360 3,223.63 20021001 360 567,750.00 761 800,000 -
6003367171 20021001 20320901 360 2,759.46 20021001 360 486,000.00 791 799,600 -
6005526683 20020901 20320801 360 2,217.58 20020901 359 379,603.25 778 510,000 -
6005890782 20020901 20320801 360 2,620.67 20020901 359 467,475.58 783 590,000 -
6006170739 20021001 20320901 360 1,722.37 20021001 360 335,000.00 806 740,000 734,347
6006856386 20021001 20320901 360 3,149.84 20021001 360 562,500.00 733 750,000 -
6009087369 20021001 20320901 360 2,193.26 20021001 360 381,000.00 739 478,000 -
6009716520 20020901 20320801 360 2,157.60 20020901 359 379,584.07 754 435,000 400,000 GENERAL ELECTRIC MTG INS
6009787364 20021001 20320901 360 4,732.31 20021001 360 800,000.00 769 1,000,000 1,000,000
0000000000 20021001 20320901 360 3,753.28 20021001 360 652,000.00 786 875,000 -
6011563340 20020901 20320801 360 1,799.49 20020901 359 349,549.47 793 645,000 640,000
6012259740 20021001 20320901 360 2,239.89 20021001 360 400,000.00 740 515,000 510,000
6012984263 20021001 20320901 360 2,838.95 20021001 360 500,000.00 697 905,000 -
6013685687 20020901 20320801 360 3,322.08 20021001 359 561,027.42 772 702,000 702,000
6015901793 20020901 20320801 360 3,756.27 20020901 359 634,352.58 694 1,250,000 -
6016057124 20020901 20320801 360 2,334.30 20020901 359 399,582.37 727 625,000 600,000
6016066950 20021001 20320901 360 2,626.08 20021001 360 450,000.00 779 590,000 -
6017383537 20021001 20320901 360 2,086.59 20021001 360 400,000.00 779 530,000 530,000
6017720571 20020901 20320801 360 2,217.49 20020901 359 395,556.26 709 495,000 495,000
6018072949 20021001 20320901 360 2,063.92 20021001 360 363,500.00 766 465,000 -
6019084844 20021001 20320901 360 3,156.91 20021001 360 556,000.00 763 700,000 -
6020982994 20021001 20320901 360 2,742.43 20021001 360 483,000.00 794 767,000 -
6021268864 20020901 20320801 360 2,288.34 20020901 359 413,924.66 792 518,000 518,000
6021896862 20020901 20320801 360 5,756.57 20020901 359 998,930.93 789 2,350,000 2,350,000
6021994881 20021001 20320901 360 4,436.54 20021001 360 750,000.00 751 2,000,000 -
6022624578 20020901 20320801 360 2,543.70 20020901 359 447,509.63 713 850,000 -
0000000000 20021001 20320901 360 3,693.31 20021001 360 592,000.00 722 760,000 -
6024354042 20021001 20320901 360 3,628.62 20021001 360 648,000.00 782 1,150,000 -
6024714401 20020901 20320801 360 2,878.29 20020901 359 499,465.46 779 1,065,000 1,025,000
6025461010 20020901 20320801 360 2,413.11 20020901 359 424,534.81 770 545,000 545,000
6026621182 20020901 20320801 360 2,760.30 20020901 359 472,506.16 704 750,000 -
6027067385 20021001 20320901 360 3,679.04 20021001 360 647,958.00 744 1,100,000 -
6027210290 20020901 20320801 360 1,896.42 20020901 359 333,634.41 715 422,000 -
0000000000 20020901 20320801 360 2,172.51 20020901 359 398,531.55 710 598,000 -
6031044388 20021001 20320901 360 1,953.20 20021001 360 344,000.00 760 550,000 -
6031340273 20021001 20320901 360 2,131.51 20021001 360 386,000.00 781 600,000 -
0000000000 20020901 20320801 360 2,802.59 20020901 359 493,056.73 675 755,000 -
6032606995 20021001 20320901 360 3,213.69 20021001 360 566,000.00 779 850,000 -
6032719806 20020901 20320801 360 2,070.29 20020901 359 354,389.60 758 525,000 -
6036764725 20021001 20320901 360 2,838.95 20021001 360 500,000.00 730 797,000 -
6037169916 20021001 20320901 360 3,974.53 20021001 360 700,000.00 764 1,000,000 -
6037325211 20020901 20320801 360 3,070.91 20020901 359 563,337.84 712 768,000 -
6038460512 20021001 20320901 360 2,754.47 20021001 360 472,000.00 712 675,000 -
6038475965 20021001 20320901 360 4,695.62 20021001 360 827,000.00 734 1,200,000 -
6040542174 20021001 20320901 360 2,967.85 20021001 360 530,000.00 766 1,550,000 -
6041326411 20021001 20320901 360 1,629.67 20021001 360 326,400.00 670 408,000 408,000
6041672632 20020901 20320801 360 1,815.34 20020901 359 347,562.16 774 435,000 435,000
6043478590 20021001 20320901 360 4,141.53 20021001 360 750,000.00 744 1,800,000 -
6046327778 20020901 20320801 360 2,638.03 20020901 359 439,561.97 729 550,000 -
6046344211 20021001 20320901 360 1,773.61 20021001 360 340,000.00 758 425,000 425,000
6046474489 20020901 20320801 360 2,042.51 20020901 359 349,634.57 764 525,000 -
6047922429 20020901 20320801 360 2,177.48 20021001 359 382,757.71 765 640,000 -
6051144829 20020901 20320801 360 3,169.26 20020901 359 507,529.49 747 635,000 -
6051862826 20020901 20320801 360 3,810.85 20020901 359 661,292.28 767 1,300,000 -
6053401375 20021001 20320901 360 3,001.45 20021001 360 536,000.00 781 875,000 -
6053597404 20021001 20320901 360 1,819.91 20021001 360 325,000.00 704 524,000 -
6054118853 20020901 20320801 360 2,721.08 20020901 359 459,531.00 773 1,060,000 1,060,000
6055710997 20020901 20320801 360 1,899.67 20020901 359 329,647.21 758 519,000 -
6056599381 20021001 20320901 360 2,042.51 20021001 360 350,000.00 712 500,000 -
0000000000 20020901 20320801 360 4,317.43 20021001 359 749,015.63 740 1,400,000 -
6057360536 20020901 20320801 360 1,911.09 20020901 359 355,572.24 701 620,000 -
6058350635 20021001 20320901 360 2,113.42 20021001 360 352,500.00 805 452,000 451,500
6060802151 20021001 20320901 360 1,652.58 20021001 360 316,800.00 761 396,000 396,545
6061300858 20020901 20320801 360 4,042.47 20020901 359 673,578.78 657 1,000,000 -
6061762149 20021001 20120901 120 6,254.53 20021001 120 600,000.00 777 2,475,000 -
6063806589 20021001 20320901 360 1,851.26 20021001 360 340,000.00 712 425,000 -
6064086579 20020901 20320801 360 2,480.19 20020901 359 424,556.27 778 1,100,000 -
6064483594 20021001 20320901 360 1,790.30 20021001 360 311,000.00 748 427,000 -
6070153975 20020901 20320801 360 2,583.55 20020901 359 448,320.20 764 565,000 561,000
6070186256 20021001 20320901 360 2,100.82 20021001 360 370,000.00 733 720,000 -
6071001546 20021001 20320901 360 3,020.56 20021001 360 547,000.00 734 800,000 -
6071630849 20021001 20320901 360 5,677.89 20021001 360 1,000,000.00 702 1,700,000 -
6073680487 20020901 20320801 360 1,961.40 20020901 359 375,526.93 801 470,000 470,000
6073815869 20021001 20320901 360 1,793.65 20021001 360 315,900.00 706 355,000 351,000 REPUBLIC MORTGAGE INS CO
6073943703 20020901 20320801 360 2,410.52 20021001 359 407,084.53 773 597,000 -
6074540037 20021001 20320901 360 1,783.51 20021001 360 318,500.00 776 550,000 -
6075758158 20020901 20320801 360 2,314.14 20020901 359 401,570.24 742 680,000 680,000
6075874336 20020901 20320801 360 4,759.76 20020901 359 849,047.53 709 1,375,000 1,365,000
6075983731 20020901 20320801 360 2,787.33 20020901 359 470,719.59 779 589,000 589,000
6077530753 20020901 20320801 360 1,987.27 20020901 359 349,616.90 724 740,000 -
6078923213 20021001 20320901 360 2,172.38 20021001 360 377,173.53 635 500,000 -
6079548423 20020901 20320801 360 2,302.63 20020901 359 399,572.37 765 610,000 -
6081196468 20020901 20320801 360 1,943.30 20020901 359 332,652.33 699 420,000 -
6082352672 20021001 20320901 360 2,567.73 20021001 360 440,000.00 729 580,000 -
6083595196 20021001 20320901 360 2,476.70 20021001 360 468,000.00 784 585,000 585,000
6085409305 20021001 20320901 360 4,159.39 20021001 360 693,750.00 668 868,000 867,208
6086388110 20021001 20170901 180 4,976.04 20021001 180 609,000.00 781 3,275,000 -
6086520431 20021001 20320901 360 2,895.56 20021001 360 503,000.00 741 755,000 -
6087545429 20020901 20320801 360 3,286.69 20021001 359 562,598.67 792 704,000 704,000
6087657208 20020901 20320801 360 2,042.51 20020901 359 349,634.57 658 590,000 -
6088707606 20020901 20320801 360 3,268.01 20020901 359 559,415.32 767 1,055,000 -
0000000000 20021001 20320901 360 5,444.87 20021001 360 1,000,000.00 783 2,250,000 -
6090846483 20021001 20320901 360 2,721.79 20021001 360 492,896.00 683 775,000 -
6091274966 20021001 20320901 360 1,741.93 20021001 360 319,920.00 789 403,000 399,900
6091731148 20021001 20320901 360 2,168.96 20021001 360 382,000.00 784 565,000 -
6091991692 20021001 20320901 360 3,231.04 20021001 360 577,000.00 790 1,450,000 -
6092394581 20020901 20320801 360 2,597.49 20020901 359 444,635.28 687 655,000 -
0000000000 20020901 20320801 360 2,042.51 20020901 359 349,634.57 643 667,000 -
6095022551 20021001 20320901 360 1,662.23 20021001 360 332,920.00 754 525,000 509,900
6099734565 20021001 20320901 360 2,322.26 20021001 360 409,000.00 735 560,000 -
6099767508 20021001 20320901 360 3,310.78 20021001 360 583,100.00 704 729,000 728,990
6103177611 20020901 20320801 360 3,043.35 20021001 359 535,413.32 746 670,000 670,000
6103262447 20020901 20320801 360 5,388.32 20020901 359 947,961.26 786 1,700,000 -
6104467169 20021001 20320901 360 2,031.84 20021001 360 367,950.00 731 459,995 459,995
6104736845 20020901 20320801 360 3,223.68 20020901 359 559,401.32 779 1,775,000 -
6105323718 20021001 20320901 360 3,885.69 20021001 360 675,000.00 662 993,000 -
0000000000 20021001 20320901 360 2,519.88 20021001 360 450,000.00 746 675,000 -
6107589811 20020901 20320801 360 3,285.54 20020901 359 547,454.46 630 710,000 685,000
6108402071 20020901 20320801 360 1,645.25 20020901 359 319,588.08 686 405,000 400,000
6109564093 20021001 20320901 360 3,808.03 20021001 360 730,000.00 730 1,740,000 -
6111218241 20021001 20320901 360 1,989.83 20021001 360 376,000.00 741 470,000 470,000
6111769128 20020901 20320801 360 2,697.42 20021001 359 455,535.08 706 575,000 570,000
6111991151 20021001 20320901 360 3,191.84 20021001 360 570,000.00 760 835,000 -
0000000000 20020901 20320801 360 2,613.03 20020901 359 472,657.22 729 592,000 591,557
6112693988 20020901 20320801 360 1,768.67 20020901 359 311,159.04 709 450,000 -
6116057040 20021001 20320901 360 2,346.28 20021001 360 419,000.00 759 540,000 -
6116344695 20020901 20320801 360 2,630.75 20020901 359 456,511.44 786 700,000 -
6119322573 20021001 20320901 360 5,505.32 20021001 360 871,000.00 681 2,900,000 -
6119478953 20020901 20320801 360 3,005.02 20020901 359 507,482.06 744 640,000 -
6120239436 20021001 20320901 360 3,357.40 20021001 360 608,000.00 747 780,000 760,000
6120996944 20021001 20320901 360 2,129.93 20021001 360 370,000.00 765 775,000 -
6122547372 20021001 20320901 360 3,246.96 20021001 360 588,000.00 761 885,000 -
6122722389 20021001 20320901 360 2,583.44 20021001 360 455,000.00 636 650,000 -
6123277086 20020901 20320801 360 3,710.81 20021001 359 671,229.19 757 840,000 840,000
6123619261 20021001 20320901 360 3,241.44 20021001 360 587,000.00 773 2,675,000 -
0000000000 20021001 20320901 360 1,849.93 20021001 360 317,000.00 628 1,075,000 -
6124224285 20021001 20320901 360 2,952.51 20021001 360 520,000.00 774 875,000 -
6124343986 20020901 20320801 360 2,877.85 20020901 359 479,522.15 696 600,000 -
6124384139 20021001 20320901 360 2,927.22 20021001 360 508,500.00 744 574,000 565,000 UNITED GUARANTY
6125264751 20021001 20320901 360 2,129.21 20021001 360 375,000.00 759 550,000 -
6127220801 20021001 20320901 360 3,136.25 20021001 360 576,000.00 755 720,000 720,000
6129253768 20020901 20320801 360 2,327.94 20020901 359 409,551.23 779 515,000 -
0000000000 20021001 20320901 360 2,125.68 20021001 360 390,400.00 782 975,000 -
6130245431 20021001 20320901 360 2,125.99 20021001 360 385,000.00 777 580,000 -
6130627349 20021001 20320901 360 4,258.14 20021001 360 749,950.00 733 964,000 963,690
6131113794 20021001 20320901 360 3,034.58 20021001 360 520,000.00 719 660,000 650,000
6132078822 20020901 20320801 360 2,585.23 20020901 359 442,537.48 743 800,000 -
6133837317 20021001 20320901 360 2,761.02 20021001 360 500,000.00 771 925,000 -
6134112702 20021001 20320901 360 2,827.59 20021001 360 498,000.00 746 622,500 622,500
6135768403 20021001 20320901 360 3,577.08 20021001 360 630,000.00 751 2,850,000 -
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6140056182 20021001 20320901 360 3,268.01 20021001 360 560,000.00 795 1,200,000 -
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6141484797 20020901 20320801 360 4,804.18 20020901 359 869,002.07 730 1,175,000 -
6143187984 20021001 20320901 360 2,475.33 20021001 360 430,000.00 733 787,000 -
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6143661046 20020901 20320801 360 4,471.34 20020901 359 786,638.04 765 1,350,000 1,050,000
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6146847022 20020901 20320801 360 3,268.01 20020901 359 559,415.32 637 930,000 -
6148025072 20021001 20320901 360 4,134.37 20021001 360 718,200.00 723 1,050,000 -
6150618517 20020901 20320801 360 4,557.08 20020901 359 749,271.05 746 980,000 -
6152030992 20021001 20320901 360 3,860.97 20021001 360 680,000.00 761 850,000 -
6152095151 20020901 20320801 360 5,777.38 20020901 359 988,966.37 729 1,550,000 -
0000000000 20020901 20320801 360 2,013.33 20020901 359 344,639.80 735 615,000 615,000
6153871063 20020901 20320801 360 2,480.19 20021001 359 424,556.27 770 1,350,000 -
6154246042 20020901 20320801 360 2,957.69 20020901 359 499,490.23 714 715,000 -
6156347277 20020901 20320801 360 3,090.61 20021001 359 529,047.06 750 662,000 662,000
6156404086 20021001 20320901 360 3,010.93 20021001 360 509,000.00 717 665,000 -
6156473636 20021001 20320901 360 1,907.78 20021101 360 336,000.00 752 375,000 - REPUBLIC MORTGAGE INS CO
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6161683211 20020901 20320801 360 3,741.77 20020901 359 649,305.11 694 1,455,000 -
6161720286 20020901 20320801 360 4,000.82 20020901 359 694,256.99 754 925,000 -
6162201039 20020901 20320801 360 2,590.94 20020901 359 437,553.44 710 650,000 -
6165332245 20021001 20320901 360 3,040.65 20021001 360 543,000.00 782 1,000,000 -
6165879310 20020901 20320801 360 2,066.33 20020901 359 379,054.45 746 609,000 604,500
6166174653 20021001 20320901 360 2,707.22 20021001 360 476,800.00 769 596,000 596,000
6166413119 20021001 20320901 360 2,326.26 20021001 360 388,000.00 760 485,000 485,000
6166810744 20021001 20320901 360 3,551.80 20021001 360 617,000.00 784 888,000 -
6167812210 20020901 20320801 360 3,453.94 20020901 359 599,358.56 740 1,050,000 -
0000000000 20021001 20320901 360 3,349.96 20021001 360 590,000.00 717 850,000 -
6169459440 20020901 20320801 360 2,142.56 20020901 359 387,554.94 773 491,000 485,000
6172464585 20020901 20320801 360 4,271.76 20020901 359 731,235.74 730 990,000 -
6172678283 20020901 20320801 360 2,671.05 20020901 359 463,503.95 738 584,500 584,065
6174051240 20021001 20320901 360 2,291.65 20021001 360 415,000.00 740 545,000 545,000
6174235884 20021001 20320901 360 2,827.59 20021001 360 498,000.00 754 800,000 -
6176292552 20021001 20320901 360 1,989.83 20021001 360 376,000.00 691 480,000 -
6179080517 20020901 20320801 360 2,900.36 20020901 359 496,481.10 704 900,000 -
6179157174 20020901 20320801 360 1,862.78 20020901 359 346,583.05 790 1,300,000 -
6179522120 20020901 20320801 360 4,258.42 20020901 359 749,179.08 767 960,000 -
6180155837 20020901 20320801 360 4,376.80 20020901 359 749,216.95 801 1,075,000 -
6181573335 20021001 20320901 360 2,463.88 20021001 360 440,000.00 784 725,000 -
6183461828 20020901 20320801 360 2,934.03 20021001 359 495,428.33 769 620,000 620,000
6183557435 20020901 20320801 360 2,732.91 20020901 359 436,745.41 679 690,000 -
6185145338 20021001 20320901 360 3,919.80 20021001 360 700,000.00 688 1,264,000 1,263,250
6185212492 20021001 20320901 360 3,415.83 20021001 360 610,000.00 801 1,350,000 -
6185277834 20021001 20320901 360 2,590.06 20021001 360 432,000.00 649 775,000 -
6187374076 20020901 20320801 360 2,836.95 20020901 359 513,160.71 750 693,000 685,000
6188392952 20021001 20320901 360 1,894.06 20021001 360 343,000.00 746 1,000,000 -
6188693995 20020901 20320801 360 2,242.77 20020901 359 394,567.65 747 950,000 -
6188798331 20020901 20320801 360 1,874.00 20020901 359 316,477.00 773 396,000 396,000
6189358507 20021001 20320901 360 1,955.69 20021001 360 335,122.00 721 405,000 - GENERAL ELECTRIC MTG INS
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6189944595 20020901 20320801 360 2,593.67 20020901 359 456,300.00 722 572,000 572,000
6190726684 20021001 20320901 360 2,675.68 20021001 360 505,600.00 684 632,000 632,000
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6191144226 20020901 20320801 360 2,153.60 20020901 359 389,552.65 740 850,000 -
0000000000 20020901 20320801 360 2,053.33 20021001 359 387,522.92 715 520,000 485,000
6192115688 20021001 20320901 360 2,418.66 20021001 360 438,000.00 786 750,000 -
6192681697 20021001 20320901 360 3,179.62 20021001 360 560,000.00 775 800,000 -
6193419253 20021001 20320901 360 4,542.32 20021001 360 800,000.00 783 1,600,000 -
6195806556 20020901 20320801 360 2,229.25 20020901 359 381,601.17 703 480,000 477,500
6198016906 20020901 20320801 360 2,793.53 20020901 359 491,461.47 783 1,100,000 -
6198562966 20020901 20320801 360 3,037.74 20020901 359 527,135.85 768 850,000 -
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6199200319 20021001 20320901 360 3,443.09 20021001 360 590,000.00 740 775,000 -
6200164926 20021001 20320901 360 1,930.49 20021001 360 340,000.00 773 875,000 -
6202670805 20020901 20320801 360 2,691.50 20020901 359 454,536.10 781 860,000 -
6203937161 20021001 20320901 360 2,480.19 20021001 360 425,000.00 700 1,500,000 -
0000000000 20020901 20320801 360 2,910.37 20020901 359 491,498.38 712 615,000 615,000
6205939710 20020901 20320801 360 2,357.64 20020901 359 403,578.19 748 505,000 505,000
6206121110 20021001 20320901 360 3,501.44 20021001 360 600,000.00 724 975,000 945,000
6206493766 20020901 20320801 360 1,825.77 20020901 359 348,643.14 748 604,000 595,000
6207674968 20020901 20320801 360 3,969.07 20020901 359 749,077.81 778 1,100,000 1,100,000
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6210631369 20021001 20320901 360 2,190.72 20021001 360 391,220.00 798 524,000 -
6215385045 20021001 20320901 360 2,918.58 20021001 360 507,000.00 762 730,000 -
6216754389 20020901 20320801 360 3,406.74 20020901 359 599,343.26 773 2,125,000 -
6217631073 20021001 20320901 360 2,938.88 20021001 360 517,600.00 792 647,000 647,000
6218361464 20020901 20320801 360 3,793.23 20020901 359 649,321.35 770 960,000 -
6218928817 20020901 20320801 360 3,110.45 20020901 359 532,443.51 756 765,000 -
6219969398 20020901 20320801 360 2,665.47 20020901 359 475,466.61 745 680,000 -
6220473083 20021001 20320901 360 1,919.13 20021001 360 338,000.00 710 423,000 -
0000000000 20021001 20320901 360 2,060.70 20021001 360 368,000.00 790 470,000 460,000
6223611044 20021001 20320901 360 2,859.87 20021001 360 496,800.00 761 621,000 621,000
6224879475 20020901 20320801 360 3,915.96 20021001 359 718,355.62 762 899,000 899,000
6225564761 20021001 20320901 360 1,986.02 20021001 360 345,000.00 784 545,000 -
6227382774 20021001 20120901 120 7,186.67 20021001 120 666,000.00 782 1,800,000 -
6227562037 20021001 20320901 360 2,239.89 20021001 360 400,000.00 802 835,000 -
6229162232 20021001 20320901 360 2,172.69 20021001 360 388,000.00 708 575,000 -
6229267486 20021001 20320901 360 2,717.12 20021001 360 465,600.00 713 582,000 582,000
6229816738 20021001 20320901 360 2,204.40 20021001 360 399,200.00 769 499,000 499,000
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6232573144 20021001 20320901 360 3,368.45 20021001 360 610,000.00 783 1,600,000 -
6233761532 20021001 20320901 360 3,378.35 20021001 360 595,000.00 783 850,000 -
6235426779 20021001 20320901 360 2,697.00 20021001 360 475,000.00 727 617,000 -
6236454408 20020901 20320801 360 2,506.13 20020901 359 417,583.87 709 609,000 -
6236627425 20020901 20320801 360 5,395.96 20021001 359 899,104.04 661 1,200,000 -
6237039000 20020901 20320801 360 2,853.14 20020901 359 501,949.99 763 745,000 -
6237114308 20020901 20320801 360 2,252.60 20020901 359 385,596.98 752 566,000 -
6237117541 20020901 20320801 360 2,141.37 20020901 359 361,630.92 788 950,000 -
6237807620 20020901 20320801 360 4,143.79 20020901 359 739,170.79 784 925,000 925,000
0000000000 20021001 20320901 360 2,271.16 20021001 360 400,000.00 765 728,000 -
6240883592 20021001 20320901 360 3,245.15 20021001 360 596,000.00 784 745,000 745,000
6242797063 20020901 20320801 360 2,327.94 20020901 359 409,551.23 738 1,000,000 -
6243543946 20020901 20320801 360 5,756.57 20020901 359 998,930.93 766 1,500,000 1,500,000
6243742647 20020901 20320801 360 2,437.14 20020901 359 411,579.94 736 515,000 515,000
6247325100 20021001 20320901 360 3,810.21 20021001 360 690,000.00 761 1,200,000 -
6247896548 20021001 20320901 360 2,473.44 20021001 360 447,920.00 758 568,000 559,900
6250605646 20021001 20320901 360 4,376.80 20021001 360 750,000.00 729 1,300,000 -
0000000000 20020901 20320801 360 2,814.96 20021001 359 488,477.23 647 617,000 -
6251588148 20021001 20320901 360 2,100.87 20021001 360 360,000.00 782 752,000 700,000
6253805755 20021001 20320901 360 4,257.29 20021001 360 749,800.00 740 1,150,000 1,150,000
6255788280 20021001 20320901 360 3,942.20 20021001 360 704,000.00 764 1,200,000 -
0000000000 20020901 20320801 360 1,852.23 20020901 359 349,569.65 740 604,000 -
6256814119 20020901 20320801 360 2,909.27 20020901 359 472,051.67 747 630,000 630,000
6256981579 20021001 20320901 360 2,793.53 20021001 360 492,000.00 681 615,000 615,000
6258260717 20021001 20320901 360 2,492.60 20021001 360 439,000.00 711 599,000 -
6258907457 20021001 20320901 360 5,522.04 20021001 360 1,000,000.00 719 1,600,000 -
6259365473 20021001 20320901 360 1,903.91 20021001 360 340,000.00 785 750,000 -
6259793229 20021001 20320901 360 4,563.77 20021001 360 815,000.00 721 1,100,000 -
6262350140 20021001 20320901 360 2,187.50 20021001 360 380,000.00 754 575,000 -
6262844779 20020901 20320801 360 2,854.26 20020901 359 488,589.34 716 775,000 -
6262890228 20020901 20320801 360 2,318.83 20020901 359 391,600.34 718 495,000 490,000
6263713254 20021001 20320901 360 3,028.33 20021001 360 540,800.00 732 676,000 -
6263936335 20021001 20320901 360 4,479.77 20021001 360 800,000.00 749 1,600,000 -
6265223328 20020901 20320801 360 2,205.87 20020901 359 388,074.76 789 599,000 -
6265827599 20021001 20320901 360 3,807.81 20021001 360 680,000.00 700 865,000 -
6266092342 20021001 20320901 360 1,798.74 20021001 360 355,000.00 766 415,000 415,000 REPUBLIC MORTGAGE INS CO
6267463286 20021001 20320901 360 2,789.48 20021001 360 478,000.00 734 700,000 -
6270838862 20020901 20320801 360 2,863.46 20021001 359 477,124.54 662 597,000 597,000
6270886119 20020901 20320801 360 2,656.66 20020901 359 461,006.62 749 577,000 576,985
6271602804 20021001 20320901 360 2,540.14 20021001 360 460,000.00 717 890,000 -
6272096766 20021001 20320901 360 3,838.93 20021001 360 695,200.00 757 871,000 869,000
6273536885 20021001 20320901 360 1,794.71 20021001 360 320,500.00 784 680,000 -
6275143425 20020901 20320801 360 4,684.98 20020901 359 791,192.52 710 2,400,000 -
6275835889 20020901 20320801 360 2,481.44 20020901 359 436,556.64 755 855,000 -
6275865696 20021001 20320901 360 4,376.80 20021001 360 750,000.00 692 1,150,000 -
6276515845 20021001 20320901 360 3,958.43 20021001 360 727,000.00 739 1,260,000 -
6277312747 20021001 20320901 360 3,354.04 20021001 360 616,000.00 693 775,000 770,000
6277987456 20020901 20320801 360 2,105.88 20020901 359 355,637.04 803 1,320,000 -
6279011537 20021001 20320901 360 3,611.14 20021001 360 636,000.00 794 850,000 -
6279904905 20020901 20320801 360 2,841.87 20021001 359 473,528.13 778 725,000 -
6281975265 20020901 20320801 360 2,592.76 20021001 359 449,918.49 709 570,000 563,000
6281979523 20021001 20320901 360 4,199.79 20021001 360 750,000.00 697 1,700,000 -
6282287256 20020901 20320801 360 3,366.99 20020901 359 592,350.93 740 750,000 -
6282617593 20021001 20320901 360 1,876.55 20021001 360 330,500.00 781 525,000 -
6282817128 20021001 20320901 360 4,006.57 20021001 360 696,000.00 771 870,000 870,000
6283761853 20021001 20320901 360 4,627.49 20021001 360 815,000.00 774 1,095,000 -
6284043772 20020901 20320801 360 2,271.16 20020901 359 399,562.17 800 1,450,000 -
6284944649 20020901 20320801 360 2,044.05 20020901 359 359,605.95 782 717,000 -
6285337561 20020901 20320801 360 2,384.72 20020901 359 419,540.28 796 745,500 -
6286274540 20021001 20320901 360 4,436.54 20021001 360 750,000.00 741 1,100,000 -
6286922486 20021001 20320901 360 2,340.68 20021001 360 418,000.00 783 600,000 -
6287549171 20021001 20320901 360 2,809.81 20021001 360 475,000.00 780 900,000 -
6287743097 20020901 20320801 360 2,954.29 20020901 359 534,386.34 782 2,100,000 -
6288755892 20021001 20320901 360 2,366.39 20021001 360 405,500.00 741 565,000 -
6289053750 20020901 20320801 360 3,580.59 20020901 359 269,694.41 785 803,000 777,500
6290139598 20020901 20320801 360 3,019.83 20020901 359 496,516.94 707 705,000 -
6291744040 20020901 20320801 360 2,310.18 20020901 359 374,843.99 683 469,000 469,000
6292669451 20020901 20320801 360 5,689.84 20020901 359 973,982.04 760 1,300,000 -
6293217342 20021001 20320901 360 2,213.46 20021001 360 374,187.00 710 610,000 -
6293736994 20021001 20320901 360 2,252.99 20021001 360 396,800.00 736 540,000 -
6294803793 20021001 20320901 360 2,752.04 20021001 360 567,840.00 780 725,000 709,800
6294901050 20021001 20320901 360 1,943.30 20021001 360 333,000.00 716 420,000 -
6295810094 20021001 20320901 360 2,275.73 20021001 360 406,400.00 759 508,000 -
6298531457 20021001 20320901 360 2,211.71 20021001 360 364,000.00 718 455,000 455,000
6300582308 20021001 20320901 360 2,562.23 20021001 360 464,000.00 766 580,000 -
6301252877 20020901 20320801 360 2,211.75 20020901 359 378,604.29 777 565,000 -
6302628281 20020901 20320801 360 2,170.90 20020901 359 371,611.60 780 470,000 -
6302858896 20021001 20320901 360 2,049.50 20021001 360 366,000.00 723 625,000 -
6304037986 20020901 20320801 360 2,147.29 20020901 359 399,519.38 757 1,115,000 -
6304287847 20020901 20320801 360 2,043.90 20020901 359 364,591.00 749 476,000 -
6306230605 20020901 20320801 360 1,937.47 20020901 359 331,653.36 709 458,000 -
6307249869 20020901 20320801 360 1,746.67 20020901 359 311,570.47 667 392,000 389,900
6307372810 20020901 20320801 360 2,089.47 20020901 359 367,597.20 752 460,000 -
6307687209 20021001 20320901 360 1,864.71 20021001 360 333,000.00 762 750,000 -
6310093742 20021001 20320901 360 4,496.63 20021001 360 750,000.00 641 1,160,000 -
6311302886 20021001 20320901 360 2,374.28 20021001 360 424,000.00 723 539,000 530,000
6312642678 20021001 20320901 360 4,199.79 20021001 360 750,000.00 745 1,460,000 -
0000000000 20021001 20320901 360 1,902.10 20021001 360 335,000.00 765 435,000 -
6314872877 20021001 20320901 360 2,257.81 20021001 360 403,200.00 731 510,000 504,000
6314980613 20021001 20320901 360 1,803.73 20021001 360 336,000.00 739 420,000 -
6315100849 20021001 20320901 360 1,847.91 20021001 360 330,000.00 794 738,000 -
6318309165 20020901 20320801 360 4,759.76 20020901 359 849,047.53 743 2,000,000 -
6318358253 20020901 20320801 360 3,064.17 20020901 359 517,471.87 737 900,000 -
0000000000 20021001 20320901 360 4,376.80 20021001 360 750,000.00 711 940,000 -
6319213267 20021001 20320901 360 2,910.37 20021001 360 492,000.00 735 615,000 -
6319307259 20021001 20320901 360 2,091.50 20021001 360 373,500.00 779 600,000 -
6319543044 20020901 20320801 360 3,664.84 20020901 359 627,344.33 696 2,151,000 -
6320635599 20020901 20320801 360 1,840.48 20020901 359 323,793.20 798 865,000 -
6320687335 20021001 20320901 360 2,543.70 20021001 360 448,000.00 774 567,000 560,000
6321672757 20020901 20170801 180 3,952.65 20020901 179 482,014.54 726 645,000 -
6322965838 20021001 20320901 360 3,550.06 20021001 360 652,000.00 755 815,000 815,000
6323160801 20021001 20320901 360 4,684.26 20021001 360 825,000.00 779 1,100,000 1,100,000
6324660049 20021001 20320901 360 2,368.23 20021001 360 395,000.00 769 565,000 -
6325533864 20020901 20320801 360 2,140.74 20021001 359 371,479.43 762 485,000 -
6325967930 20021001 20320901 360 4,116.48 20021001 360 725,000.00 678 998,000 -
6326581433 20020901 20320801 360 1,831.11 20020901 359 331,219.64 696 460,000 -
6326938799 20020901 20320801 360 2,267.19 20021001 359 388,094.37 786 540,000 -
6327711096 20020901 20320801 360 4,065.37 20020901 359 715,216.30 785 895,000 895,000
0000000000 20020901 20320801 360 1,756.98 20020901 359 331,591.77 761 415,000 415,000
0000000000 20020901 20320801 360 1,830.53 20020901 359 317,650.05 755 415,000 -
6332407722 20020901 20320801 360 1,798.28 20020901 359 303,690.05 673 440,000 -
6333875901 20021001 20320901 360 2,247.85 20021001 360 380,000.00 703 615,000 -
6334005920 20021001 20320901 360 1,916.94 20021001 360 333,000.00 744 380,000 - GENERAL ELECTRIC MTG INS
6335261852 20020901 20320801 360 3,862.75 20020901 359 648,452.57 642 950,000 -
6335527997 20020901 20320801 360 1,842.31 20020901 359 328,631.34 0 475,000 470,000
6338435719 20021001 20320901 360 1,890.74 20021001 360 333,000.00 744 420,000 416,250
6339953843 20020901 20320801 360 2,608.24 20021001 359 499,370.93 799 855,000 850,000
6340149514 20021001 20320901 360 2,690.28 20021001 360 461,000.00 685 831,000 -
6340380945 20021001 20320901 360 2,463.88 20021001 360 440,000.00 743 560,000 -
6340796694 20020901 20320801 360 4,880.19 20021001 359 824,158.87 765 1,100,000 1,100,000
6340930038 20020901 20320801 360 2,209.40 20020901 359 373,119.19 683 530,000 -
6342060156 20020901 20320801 360 1,960.81 20021001 359 335,649.18 682 495,000 -
6342546998 20021001 20320901 360 3,639.82 20021001 360 650,000.00 759 1,040,000 -
6342588230 20020901 20320801 360 5,371.29 20020901 359 944,964.54 684 1,290,000 -
6343100480 20021001 20320901 360 2,396.57 20021001 360 434,000.00 750 675,000 -
6343813652 20021001 20320901 360 2,288.19 20021001 360 403,000.00 794 775,000 -
6343875057 20021001 20320901 360 2,838.95 20021001 360 500,000.00 770 1,075,000 -
6344194201 20021001 20320901 360 2,105.50 20021001 360 376,000.00 748 470,000 -
6345096561 20021001 20320901 360 1,853.51 20021001 360 331,000.00 712 395,000 - UNITED GUARANTY
6345186735 20021001 20320901 360 3,118.58 20021001 360 564,750.00 712 805,000 -
6345872433 20021001 20320901 360 2,141.89 20021001 360 382,500.00 717 480,000 -
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6758333675 20021001 20320901 360 3,265.29 20021001 360 552,000.00 654 690,000 690,000
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6771646376 20021001 20320901 360 2,596.59 20021001 360 463,700.00 770 582,000 582,000
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6777281020 20021001 20320901 360 1,935.65 20021001 360 327,222.00 668 490,000 -
6778468212 20021001 20320901 360 4,317.43 20021001 360 750,000.00 724 950,000 950,000
6778596822 20021001 20320901 360 2,810.56 20021001 360 495,000.00 707 735,000 730,000
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6780100225 20021001 20320901 360 2,993.42 20021001 360 520,000.00 742 650,000 650,000
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6781939308 20020901 20320801 360 2,214.38 20020901 359 389,573.12 720 725,000 -
6782933920 20020901 20320801 360 2,566.41 20020901 359 451,505.26 751 565,000 565,000
6783251017 20020901 20320801 360 3,040.51 20020901 359 513,475.95 762 660,000 -
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6785729051 20021001 20320901 360 2,698.45 20021001 360 462,400.00 774 578,000 578,000
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6786726759 20020901 20320801 360 2,839.39 20020901 359 479,510.61 742 620,000 -
6788373006 20020901 20320801 360 3,453.94 20020901 359 599,358.56 747 810,000 805,000
6788428065 20021001 20320901 360 1,878.02 20021001 360 387,500.00 772 488,000 487,500
6788554662 20020901 20320801 360 2,878.29 20020901 359 499,465.46 765 840,000 -
6789800726 20021001 20320901 360 2,381.44 20021001 360 450,000.00 769 600,000 -
6790534215 20020901 20320801 360 2,514.04 20020901 359 424,566.69 712 557,000 -
6791579391 20021001 20320901 360 2,799.86 20021001 360 500,000.00 705 810,000 -
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0000000000 20020901 20320801 360 1,966.83 20020901 359 346,020.84 746 450,000 433,000
6794408002 20020901 20320801 360 2,388.98 20021001 359 414,556.33 787 620,000 -
6794778024 20021001 20320901 360 3,253.46 20021001 360 550,000.00 770 830,000 -
6795276010 20021001 20320901 360 1,813.32 20021001 360 315,000.00 767 400,000 -
6795590444 20021001 20320901 360 2,952.51 20021001 360 520,000.00 742 650,000 650,000
6795897658 20020901 20320801 360 1,917.43 20020901 359 337,330.36 780 455,000 -
6796855085 20020901 20320801 360 2,371.71 20020901 359 411,559.54 714 516,000 515,000
6797190128 20020901 20320801 360 2,808.40 20021001 359 474,061.93 773 595,000 -
0000000000 20021001 20320901 360 2,139.09 20021001 360 366,550.00 780 525,000 -
6800726546 20021001 20320901 360 2,655.26 20021001 360 455,000.00 662 650,000 -
6801748788 20021001 20320901 360 3,258.51 20021001 360 607,000.00 773 1,200,000 -
6802007689 20021001 20320901 360 4,355.90 20021001 360 800,000.00 751 1,400,000 -
6802375474 20021001 20320901 360 3,929.10 20021001 360 692,000.00 783 2,300,000 -
6802750304 20020901 20320801 360 3,260.96 20020901 359 454,857.74 735 600,000 524,415 UNITED GUARANTY
6805153837 20021001 20320901 360 3,974.53 20021001 360 700,000.00 759 3,000,000 -
6805165047 20021001 20320901 360 3,583.82 20021001 360 640,000.00 789 850,000 -
6805681365 20020901 20320801 360 1,998.62 20020901 359 351,614.71 766 440,000 -
6810357936 20021001 20320901 360 2,211.89 20021001 360 395,000.00 777 550,000 -
6810596657 20021001 20320901 360 2,873.02 20021001 360 506,000.00 720 725,000 -
6811994810 20020901 20320801 360 2,650.09 20020901 359 447,543.24 748 560,000 560,000
6813283592 20021001 20320901 360 1,750.70 20021001 360 308,335.00 775 355,000 - GENERAL ELECTRIC MTG INS
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6814863913 20021001 20320901 360 1,964.55 20021001 360 346,000.00 767 505,000 -
6815337925 20021001 20320901 360 2,164.98 20021001 360 381,300.00 737 575,000 -
6815670002 20020901 20320801 360 2,307.00 20020901 359 389,602.38 752 1,400,000 -
6816834532 20020901 20320801 360 2,240.92 20020901 359 383,599.08 800 480,000 480,000
6818697960 20021001 20320901 360 2,366.16 20021001 360 400,000.00 791 700,000 -
0000000000 20020901 20320801 360 3,529.45 20020901 359 604,168.55 720 2,160,000 2,160,000
6819418390 20021001 20320901 360 1,903.91 20021001 360 340,000.00 801 850,000 -
6820116348 20021001 20320901 360 3,309.43 20021001 360 591,000.00 630 1,000,000 -
6823921645 20021001 20320901 360 5,522.04 20021001 360 1,000,000.00 706 1,600,000 -
6825222703 20021001 20320901 360 4,318.23 20021001 360 730,000.00 645 1,075,000 -
6825268607 20020901 20320801 360 3,548.13 20021001 359 607,365.20 761 760,000 760,000
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6825733063 20020901 20320801 360 2,238.38 20021001 359 378,014.20 645 473,000 -
6827438026 20020901 20320801 360 2,123.75 20020901 359 368,530.59 813 755,000 -
6829667648 20020901 20320801 360 3,639.82 20020901 359 649,271.64 712 1,070,000 -
6833023275 20021001 20320901 360 2,177.95 20021001 360 400,000.00 698 655,000 -
6833205799 20020901 20320801 360 5,062.50 20020901 359 866,594.27 783 1,750,000 -
6834056902 20021001 20320901 360 2,159.89 20021001 360 391,139.00 664 604,000 -
0000000000 20021001 20320901 360 2,605.63 20021001 360 499,500.00 776 807,000 799,500
6835216133 20021001 20320901 360 1,767.06 20021001 360 320,000.00 730 400,000 -
6835278968 20020901 20320801 360 4,732.31 20020901 359 799,184.36 757 1,800,000 -
6836010253 20020901 20320801 360 2,446.54 20020901 359 424,545.65 736 570,000 570,000
6836058542 20021001 20320901 360 3,815.55 20021001 360 672,000.00 782 845,000 -
6838889894 20021001 20320901 360 2,725.39 20021001 360 476,838.00 763 758,000 -
6839256341 20020901 20320801 360 2,861.57 20020901 359 483,256.79 768 650,000 645,000
6839829972 20021001 20320901 360 3,898.53 20021001 360 716,000.00 762 1,800,000 1,750,000
6841720771 20020901 20320801 360 5,641.44 20020901 359 978,952.31 750 2,360,000 -
6842234194 20021001 20320901 360 3,012.41 20021001 360 516,200.00 655 1,315,000 -
6842399559 20021001 20320901 360 2,861.66 20021001 360 504,000.00 718 630,000 630,000
6843093771 20021001 20320901 360 2,641.95 20021001 360 471,800.00 743 700,000 -
6843330470 20020901 20320801 360 2,183.89 20020901 359 389,562.99 784 795,000 -
0000000000 20020901 20320801 360 2,422.19 20020901 359 403,597.81 699 525,000 505,000
6844721297 20020901 20320801 360 2,234.29 20021001 359 398,552.90 768 499,000 499,000
6844967890 20021001 20320901 360 1,928.13 20021001 360 330,400.00 776 460,000 -
6845642674 20021001 20320901 360 3,493.24 20021001 360 615,234.00 756 771,000 769,043
6845646303 20020901 20320801 360 4,376.72 20021001 359 727,887.50 760 1,500,000 -
6845890430 20021001 20320901 360 2,760.66 20021001 360 493,000.00 719 705,000 -
6847192850 20020901 20320801 360 5,042.07 20020901 359 858,031.70 774 1,200,000 -
6847443089 20021001 20320901 360 2,954.29 20021001 360 535,000.00 744 1,450,000 -
0000000000 20021001 20320901 360 4,479.77 20021001 360 800,000.00 785 2,515,000 -
6848609886 20020901 20320801 360 5,292.09 20020901 359 998,770.41 746 2,700,000 -
6849607889 20020901 20320801 360 2,271.16 20020901 359 399,562.17 793 515,000 -
6851428430 20020901 20320801 360 2,705.80 20020901 359 488,814.90 783 758,000 -
6851832383 20020901 20320801 360 2,240.54 20021001 359 394,175.08 763 510,000 -
6853123039 20021001 20320901 360 2,133.72 20021001 360 381,040.00 761 480,000 -
6853599279 20020901 20320801 360 3,666.64 20020901 359 663,238.36 784 830,000 -
6854550164 20021001 20320901 360 3,266.88 20021001 360 559,805.00 783 915,000 -
6854701601 20021001 20320901 360 2,982.32 20021001 360 521,250.00 769 1,000,000 -
6855152697 20021001 20320901 360 1,892.92 20021001 360 319,999.00 737 400,000 399,999
6855212533 20021001 20320901 360 2,271.16 20021001 360 400,000.00 752 530,000 -
6855265622 20021001 20320901 360 4,140.77 20021001 360 700,000.00 761 975,000 -
6855970536 20020901 20320801 360 3,520.30 20021001 359 619,321.37 756 775,000 -
6856004368 20020901 20320801 360 2,042.51 20020901 359 349,634.57 787 905,000 -
6856528903 20021001 20320901 360 4,376.80 20021001 360 750,000.00 745 2,050,000 -
6857760364 20021001 20320901 360 2,177.95 20021001 360 400,000.00 712 720,000 -
6858444893 20021001 20320901 360 1,921.67 20021001 360 347,525.16 783 455,000 -
0000000000 20021001 20320901 360 3,566.39 20021001 360 655,000.00 814 1,395,000 -
6861436464 20020901 20320801 360 1,855.26 20020901 359 345,184.74 791 432,000 432,000
6862702856 20021001 20320901 360 1,959.90 20021001 360 350,000.00 718 650,000 -
6863958291 20021001 20320901 360 5,177.14 20021001 360 875,200.00 682 1,094,000 -
6865032087 20021001 20320901 360 3,557.85 20021001 360 692,000.00 789 865,000 865,000
6865045337 20021001 20320901 360 1,932.72 20021001 360 350,000.00 725 550,000 -
6865545013 20020901 20320801 360 2,271.60 20021001 359 416,710.19 711 525,000 521,500
6867232362 20021001 20320901 360 2,208.82 20021001 360 400,000.00 773 600,000 500,000
6868061711 20021001 20320901 360 2,638.59 20021001 360 467,826.25 691 590,000 -
6868433274 20020901 20320801 360 3,495.61 20020901 359 598,374.60 705 1,350,000 -
6868532331 20020901 20320801 360 2,185.20 20020901 359 379,194.18 772 475,000 474,500
6869510344 20020901 20320801 360 5,455.78 20020901 359 986,866.72 761 1,550,000 -
6870601306 20021001 20320901 360 4,871.63 20021001 360 858,000.00 668 1,150,000 -
6872624785 20021001 20320901 360 2,276.73 20021001 360 395,500.00 742 565,000 -
6872762122 20020901 20320801 360 2,026.32 20020901 359 351,623.68 789 440,000 440,000
6872821738 20021001 20320901 360 3,048.98 20021001 360 536,990.00 711 1,200,000 -
6874154740 20020901 20320801 360 2,180.31 20020901 359 383,579.69 765 480,000 480,000
0000000000 20021001 20320901 360 2,320.84 20021001 360 408,750.00 725 545,000 -
6876466324 20021001 20320901 360 1,799.90 20021001 360 317,000.00 659 480,000 -
6878340451 20021001 20320901 360 2,028.71 20021001 360 367,383.00 775 625,000 -
6878995155 20020901 20320801 360 1,921.83 20020901 359 342,815.42 772 430,000 429,000
6883197854 20020901 20320801 360 2,333.83 20020901 359 399,502.45 746 500,000 499,900
6887571724 20021001 20320901 360 4,551.92 20021001 360 836,000.00 764 1,300,000 -
6888597041 20020901 20320801 360 1,940.25 20020901 359 327,665.58 765 410,000 410,000
6890582650 20020901 20320801 360 2,861.66 20020901 359 503,448.34 772 775,000 -
6890913020 20020901 20320801 360 2,279.60 20020901 359 395,576.65 749 500,000 -
6891811876 20021001 20320901 360 1,875.91 20021001 360 335,000.00 692 840,000 -
6895206081 20021001 20320901 360 2,115.94 20021001 360 357,700.00 726 511,000 -
6900335008 20021001 20320901 360 4,826.21 20021001 360 850,000.00 751 2,665,000 -
6900796076 20020901 20320801 360 2,138.79 20020901 359 351,657.88 721 440,000 -
6901876265 20020901 20320801 360 5,727.79 20020901 359 993,936.27 786 1,350,000 -
6902071346 20021001 20320901 360 5,966.30 20021001 360 969,000.00 660 3,100,000 -
0000000000 20021001 20320901 360 4,478.61 20021001 360 778,000.00 752 1,900,000 -
0000000000 20021001 20320901 360 1,916.29 20021001 360 337,500.00 766 453,000 450,000
6906802274 20020901 20320801 360 3,016.85 20020901 359 509,480.03 771 1,000,000 -
6907469214 20021001 20320901 360 1,737.32 20021001 360 347,960.00 804 435,000 434,950
0000000000 20021001 20320901 360 2,054.18 20021001 360 352,000.00 802 440,000 440,000
6910043311 20021001 20320901 360 2,334.30 20021001 360 400,000.00 669 505,000 -
6911883871 20021001 20320901 360 2,537.93 20021001 360 459,600.00 764 585,000 -
6912085757 20021001 20320901 360 1,829.51 20021001 360 313,500.00 769 395,000 -
6914153397 20020901 20320801 360 2,023.06 20020901 359 341,651.32 743 460,000 -
6914782799 20021001 20320901 360 2,770.41 20021001 360 523,500.00 758 1,200,000 -
6915739137 20021001 20320901 360 5,459.72 20021001 360 975,000.00 732 2,000,000 -
6919944527 20021001 20320901 360 2,620.67 20021001 360 468,000.00 687 585,000 585,000
6920685937 20021001 20320901 360 2,083.10 20021001 360 372,000.00 772 465,000 465,000
6921764566 20020901 20320801 360 2,334.30 20020901 359 399,582.37 664 500,000 -
6922698722 20020901 20320801 360 1,957.24 20020901 359 339,636.51 745 425,000 425,000
6922841900 20020901 20320801 360 2,655.00 20020901 359 480,248.50 766 601,000 601,000
0000000000 20021001 20320901 360 2,199.01 20021001 360 382,000.00 705 555,000 -
6924416487 20021001 20320901 360 6,076.11 20021001 360 1,000,000.00 667 2,300,000 -
6924538751 20021001 20320901 360 1,995.82 20021001 360 342,000.00 663 550,000 -
6925189042 20020901 20320801 360 1,911.09 20020901 359 355,572.24 756 460,000 445,000
6925479583 20021001 20320901 360 2,153.09 20021001 360 384,500.00 718 480,000 455,000 GENERAL ELECTRIC MTG INS
6927275385 20021001 20320901 360 3,905.80 20021001 360 697,500.00 772 1,850,000 -
6928366365 20021001 20320901 360 1,873.04 20021001 360 344,000.00 743 430,000 430,000
6929245303 20021001 20320901 360 2,866.63 20021001 360 534,000.00 714 975,000 -
6930165060 20020901 20320801 360 4,046.12 20021001 359 683,302.63 804 1,100,000 -
6930191355 20020901 20320801 360 2,352.97 20020901 359 402,779.03 743 504,000 504,000
6930664195 20021001 20320901 360 2,464.21 20021001 360 434,000.00 701 570,000 -
6931200551 20020901 20320801 360 2,878.29 20020901 359 499,465.46 765 1,300,000 -
6931280363 20020901 20320801 360 3,625.35 20020901 359 588,241.32 776 741,000 736,000
6932074120 20021001 20320901 360 2,475.24 20021001 360 454,600.00 777 945,000 -
6932386714 20021001 20320901 360 1,903.91 20021001 360 340,000.00 746 425,000 425,000
6932527887 20020901 20320801 360 2,924.12 20020901 359 514,436.30 752 735,000 -
6932656694 20021001 20320901 360 2,770.82 20021001 360 488,000.00 728 610,000 -
6933175744 20020901 20320801 360 1,840.21 20020901 359 323,745.25 662 465,000 -
6935351640 20021001 20320901 360 2,129.54 20021001 360 360,000.00 717 1,415,000 -
6937089784 20020901 20320801 360 2,386.82 20021001 359 408,572.97 754 535,000 -
6937261375 20021001 20320901 360 3,180.48 20021001 360 545,000.00 713 1,000,000 -
6939710684 20020901 20320801 360 2,341.30 20020901 359 429,495.16 776 538,000 537,500
6939911746 20021001 20320901 360 1,957.24 20021001 360 340,000.00 721 425,000 425,000
0000000000 20021001 20320901 360 2,720.45 20021001 360 485,818.00 673 607,500 607,273
6940841841 20021001 20320901 360 1,742.64 20021001 360 311,200.00 724 389,000 389,000
6941493998 20020901 20320801 360 2,952.51 20020901 359 519,430.82 729 825,000 -
0000000000 20021001 20320901 360 3,389.79 20021001 360 588,855.00 723 1,000,000 -
6942019446 20021001 20320901 360 4,317.43 20021001 360 750,000.00 692 2,700,000 -
6942876662 20020901 20320801 360 4,258.42 20020901 359 749,179.08 719 1,300,000 -
6943143286 20020901 20320801 360 2,925.81 20020901 359 487,514.19 727 610,000 -
6943328184 20021001 20320901 360 2,374.48 20021001 360 430,000.00 749 800,000 -
6943450012 20020901 20320801 360 3,311.35 20020901 359 582,561.65 741 1,160,000 -
6945459359 20021001 20320901 360 2,239.89 20021001 360 400,000.00 739 695,000 -
6945886064 20021001 20320901 360 2,003.29 20021001 360 348,000.00 736 435,000 -
6945900873 20020901 20320801 360 3,516.62 20020901 359 627,296.30 678 785,000 785,000
6946216451 20021001 20320901 360 1,867.44 20021001 360 320,000.00 751 550,000 -
0000000000 20020901 20320801 360 2,410.16 20020901 359 412,568.80 770 1,400,000 -
0000000000 20021001 20320901 360 2,082.22 20021001 360 352,000.00 816 456,000 -
6949936394 20020901 20320801 360 2,009.98 20020901 359 353,612.52 767 655,000 -
6950211810 20021001 20320901 360 1,925.31 20021001 360 353,600.00 694 445,000 442,000
6950829413 20021001 20320901 360 2,150.08 20021001 360 373,500.00 736 415,000 415,000 GENERAL ELECTRIC MTG INS
6951207718 20020901 20320801 360 2,450.20 20020901 359 449,471.68 760 752,000 725,000
6951695169 20020901 20320801 360 1,784.54 20020901 359 309,668.59 776 605,000 -
6952240205 20020901 20320801 360 3,914.47 20021001 359 678,973.50 726 850,000 850,000
6954176209 20020901 20320801 360 1,724.72 20020901 359 307,654.86 767 595,000 -
6954346851 20021001 20320901 360 2,043.90 20021001 360 365,000.00 740 615,000 -
6954632748 20020901 20320801 360 2,694.08 20020901 359 467,499.67 646 592,000 -
6956047507 20021001 20320901 360 1,939.38 20021001 360 341,567.00 815 875,000 -
6956154287 20020901 20320801 360 3,972.03 20020901 359 689,262.35 702 990,000 -
6957267138 20021001 20320901 360 2,762.87 20021001 360 486,600.00 691 615,000 -
6958012699 20021001 20320901 360 4,258.42 20021001 360 750,000.00 664 1,350,000 -
6958101641 20020901 20320801 360 2,042.51 20020901 359 349,634.57 774 700,000 -
6958546134 20021001 20320901 360 2,850.26 20021001 360 509,000.00 779 935,000 -
6959258432 20020901 20320801 360 2,095.03 20020901 359 358,625.18 779 760,000 -
0000000000 20020901 20320801 360 2,413.48 20020901 359 407,584.02 662 525,000 510,000
6960321716 20020901 20320801 360 2,689.24 20020901 359 486,441.39 680 660,000 660,000
6960644190 20020901 20320801 360 2,417.76 20021001 359 419,550.99 753 525,000 525,000
6961525927 20020901 20320801 360 3,431.41 20020901 359 587,386.09 742 745,000 -
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BOAMS 0000-X
0/0 XXXXX
XXXXXXXX SCHEDULE (continued)
LOAN 1ST CHANGE ADJUSTMENT CONVERSION 1ST CHANGE MAX RATE MINIMUM MAXIMUM MINIMUM PERIODIC
NUMBER DATE FREQUENCY FLAG MARGIN CAP INCREASE RATE DECREASE RATE RATE RATE CAP
-----------------------------------------------------------------------------------------------------------------------------
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EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: The Bank of New York
000 Xxxxxxx Xxxxxx - 0 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Inventory Control
Re: The Pooling and Servicing Agreement dated September 26, 2002, among
Bank of America Mortgage Securities, Inc., as Depositor, Bank of
America, N.A., as Servicer, and The Bank of New York, as Trustee
In connection with the administration of the Mortgage Loans held by you,
as Custodian, pursuant to the above-captioned Pooling and Servicing Agreement,
we request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
--------------------
Mortgagor Name, Address & Zip Code:
----------------------------------
Reason for Requesting Documents (check one)
-------------------------------
____ 1. Mortgage Paid in Full
____ 2. Foreclosure
____ 3. Substitution
____ 4. Other Liquidation
____ 5. Nonliquidation Reason: ___________________
By: _______________________________________
(authorized signer of Bank of America
Mortgage Securities, Inc.)
Issuer:____________________________________
Address:___________________________________
___________________________________________
Date:______________________________________
Custodian
---------
The Bank of New York
Please acknowledge the execution of the above request by your signature and date
below:
__________________________________ _______________
Signature Date
Documents returned to Custodian:
___________________________________ ________________
Custodian Date
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
[Date]
[_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated September 26, 2002, among Bank of America Mortgage Securities, Inc., as
Depositor, Bank of America, N.A., as Servicer, and The Bank of New York, as
Trustee.
[_______________],
By:_______________________________________
Name:_____________________________________
Title:____________________________________
EXHIBIT G-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
000 Xxxxxxx Xxxxxx - 0 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-J, Class ___, having an initial aggregate
Certificate Balance as of September 26, 2002 of $___________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated September 26, 2002, among Bank of America Mortgage
Securities, Inc., as Depositor, Bank of America, N.A., as Servicer, and The Bank
of New York, as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Trustee, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from
any and all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any
offer to buy or accept a transfer, pledge or other disposition of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise
approached or negotiated with respect to any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security with
any person in any manner, (d) made any general solicitation with respect
to any Transferred Certificate, any interest in a Transferred Certificate
or any other similar security by means of general advertising or in any
other manner, or (e) taken any other action with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"1933 Act"), would render the disposition of the Transferred Certificates
a violation of Section 5 of the 1933 Act or any state securities laws, or
would require registration or qualification of the Transferred
Certificates pursuant to the 1933 Act or any state securities laws.
Very truly yours,
__________________________________________
(Transferor)
By:_______________________________________
Name:_____________________________________
Title:____________________________________
EXHIBIT G-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
000 Xxxxxxx Xxxxxx - 0 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-J, Class ___, having an initial aggregate
Certificate Balance as of September 26, 2002 of $_________]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated September 26, 2002, among Bank of America
Mortgage Securities, Inc., as Depositor, Bank of America, N.A., as Servicer, and
The Bank of New York, as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Trustee, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "1933 Act"), and has
completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Transferee is aware that the sale to it is
being made in reliance on Rule 144A. The Transferee is acquiring the
Transferred Certificates for its own account or for the account of another
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of another Qualified Institutional
Buyer to whom notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (b) pursuant to another exemption from
registration under the 1933 Act.
2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust created pursuant
thereto, (e) any credit enhancement mechanism associated with the
Transferred Certificate, and (f) all related matters, that it has
requested.
3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the
Nominee Acknowledgment below.
Very truly yours,
__________________________________________
(Transferor)
By:_______________________________________
Name:_____________________________________
Title:____________________________________
Nominee Acknowledgment
----------------------
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
__________________________________________
(Nominee)
By:_______________________________________
Name:_____________________________________
Title:____________________________________
ANNEX 1 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [__________________] (the
"Transferor") and The Bank of New York, as Trustee, with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
-----------------
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.
___ Corporation, etc. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any state, U.S. territory or the
District of Columbia, the business of which is substantially
confined to banking and is supervised by the state or territorial
banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. bank, and not more than 18 months
preceding such date of sale in the case of a foreign bank or
equivalent institution.
___ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a state or federal authority having supervision over
any such institutions, or is a foreign savings and loan association
or equivalent institute and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. savings and loan association, and
not more than 18 months preceding such date of sale in the case of a
foreign savings and loan association or equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a state, U.S.
territory or the District of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
__________________________________________
Print Name of Transferee
By:_______________________________________
Name:_____________________________________
Title:____________________________________
Date:_____________________________________
ANNEX 2 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [_________________] (the
"Transferor") and The Bank of New York, as Trustee, with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.
____ The Transferee owned and/or invested on a discretionary basis
$____________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
____ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $__________________ in securities (other than
the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
__________________________________________
Print Name of Transferee or Adviser
By:_______________________________________
Name:_____________________________________
Title:____________________________________
IF AN ADVISER:
__________________________________________
Print Name of Transferee
By:_______________________________________
Date:_____________________________________
EXHIBIT G-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
000 Xxxxxxx Xxxxxx - 0 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-J, Class ___, having an initial aggregate
Certificate Principal Balance as of September 26, 2002 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_____________________] (the "Transferor") to [________________________________]
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated September 26, 2002, among Bank of
America Mortgage Securities, Inc., as Depositor, Bank of America, N.A., as
Servicer, and The Bank of New York, as Trustee. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Trustee, that:
1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.
2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Trustee is obligated so to register or qualify the Transferred Certificates and
(c) neither the Transferred Certificates nor any security issued in exchange
therefor or in lieu thereof may be resold or transferred unless such resale or
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
laws, in which case (i) unless the transfer is made in reliance on Rule 144A
under the 1933 Act, the Trustee or the Depositor may require a written Opinion
of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached to the Pooling and Servicing
Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall
not be an expense of the Trustee or the Depositor; provided that the foregoing
requirements under clauses (i) and (ii) shall not apply to a transfer of a
Private Certificate between or among the Depositor, the Seller, their affiliates
or both.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING
AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF
ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE
MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A
REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE,
STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN
OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT
IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO BENEFIT
PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES
AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH BENEFIT
PLAN AND ALL OTHER BENEFIT PLANS MAINTAINED BY THE SAME EMPLOYER (OR
AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE
SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT
IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW
AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE UNLESS SUCH
PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF
COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING
AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER
IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL
VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(e) above) would constitute a distribution of the Transferred Certificates under
the 1933 Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities law or would
require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans., (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
__________________________________________
(Transferee)
By:_______________________________________
Name:_____________________________________
Title:____________________________________
Date:_____________________________________
Nominee Acknowledgment
----------------------
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
__________________________________________
(Nominee)
By:_______________________________________
Name:_____________________________________
Title:____________________________________
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR BENEFIT PLAN-RESTRICTED CERTIFICATES
The Bank of New York
000 Xxxxxxx Xxxxxx - 0 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-J, Class ___, having an initial aggregate
Certificate Principal Balance as of September 26, 2002 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_____________________] (the "Transferor") to [________________________________]
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated September 26, 2002, 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 2002-J
STATE OF )
) ss:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class A-R Certificate (the
"Residual Certificate") issued pursuant to the Pooling and Servicing Agreement,
dated September 26, 2002, (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
Residual 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 Residual 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
Residual 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
Residual 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 Residual Certificate or cause the Residual 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 Residual
Certificate.
9. The taxpayer identification number of the Transferee's nominee is
_____________.
10. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
11. The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of 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.
12. The Transferee will not cause income from the Residual Certificate to
be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other
person.
13. If the Transferee is purchasing the Residual Certificate in a transfer
intended to meet the safe harbor provisions of Treasury Regulations Sections
1.860E-1(c), the Transferee has executed and attached Attachment A hereto.
14. 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
______________, ____
ATTACHMENT A
to
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, AND FOR NON-ERISA INVESTORS
Check the appropriate box:
[ ] The consideration paid to the Transferee to acquire the Residual
Certificate equals or exceeds the excess of (a) the present value of the
anticipated tax liabilities over (b) the present value of the anticipated
savings associated with holding such Residual Certificate, in each case
calculated in accordance with U.S. Treasury Regulations Sections
1.860E-1(c)(7) and (8), computing present values using a discount rate
equal to the short-term Federal rate prescribed by Section 1274(d) of the
Code and the compounding period used by the Transferee.
OR
--
[ ] The transfer of the Residual Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Transferee is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from Residual Certificate will only be taxed in the United States;
(ii) at the time of the transfer, and at the close of the Transferee's
two fiscal years preceding the year of the transfer, the Transferee
had gross assets for financial reporting purposes (excluding any
obligation of a person related to the Transferee within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess
of $100 million and net assets in excess of $10 million;
(iii) the Transferee will transfer the Residual Certificate only to
another "eligible corporation," as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that
satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
(iv) the Transferee has determined the consideration paid to it to
acquire the Residual Certificate based on reasonable market
assumptions (including, but not limited to, borrowing and investment
rates, prepayment and loss assumptions, expense and reinvestment
assumptions, tax rates and other factors specific to the Transferee)
that it has determined in good faith; and
(v) in the event of any transfer of the Residual Certificate by the
Transferee, the Transferee will require its transferee to complete a
representation in the form of this Attachment A as a condition of
such transferee's purchase of the Residual Certificate.
EXHIBIT J
CONTENTS OF THE SERVICER MORTGAGE FILE
1. Copies of Mortgage Loans Documents.
2. Residential loan application.
3. Mortgage Loan closing statement.
4. Verification of employment and income, if required.
5. Verification of acceptable evidence of source and amount of downpayment.
6. Credit report on Mortgagor, in a form acceptable to either FNMA or FHLMC.
7. Residential appraisal report.
8. Photograph of the Mortgaged Property.
9. Survey of the Mortgaged Property, unless a survey is not required by the
title insurer.
10. Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy, i.e.,
map or plat, restrictions, easements, home owner association declarations,
etc.
11. Copies of all required disclosure statements.
12. If applicable, termite report, structural engineer's report, water
potability and septic certification.
13. Sales Contract, if applicable.
14. The Primary Insurance Policy or certificate of insurance or an electronic
notation of the existence of such policy, where required pursuant to the
Agreement.
15. Evidence of electronic notation of the hazard insurance policy, and if
required by law, evidence of the flood insurance policy.
EXHIBIT K
FORM OF SPECIAL SERVICING AGREEMENT
-----------------------------------
This Special Servicing Agreement (the "Agreement") is made and entered
into as of ___________________, between Bank of America, N.A. (the "Servicer")
and ___________________ (the "Loss Mitigation Advisor ").
PRELIMINARY STATEMENT
_________________ (the "Purchaser") is the holder of the entire interest
in Bank of America Mortgage Securities, Inc.; Mortgage Pass-Through
Certificates, Series ______, Class ____ (the "Class B Certificates"). The Class
B Certificates were issued pursuant to a Pooling and Servicing Agreement dated
___________________among Bank of America Mortgage Securities, Inc., as depositor
(the "Depositor"), the Servicer, and The Bank of New York, as Trustee.
The Purchaser has requested the Servicer to engage the Loss Mitigation
Advisor, at the Purchaser's expense, to assist the Servicer with respect to
default management and reporting situations for the benefit of the Purchaser.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Servicer hereby engages
the Loss Mitigation Advisor to provide advice in connection with default
management and reporting situations with respect to defaulted loans, including
providing to the Servicer recommendations with respect to foreclosures, the
acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure
and deficiency notes, as well as with respect to the sale of REO properties. The
Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that
its fees will be paid by the Purchaser and not the Servicer, and that it will
not look to the Servicer for financial remuneration. It is the intent of the
parties to this Agreement that the services of the Loss Mitigation Advisor are
provided without fee to the Servicer for the benefit of the Purchaser for the
life of the Class B Certificates.
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Commencement of Foreclosure: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, the posting, publishing, filing or
delivery of a notice of sale.
Delay of Foreclosure: The postponement for more than three Business Days
of the scheduled sale of Mortgaged Property to obtain satisfaction of a Mortgage
Loan.
Loss Mitigation Advisor: ______________.
Purchaser: _______________________, or the holder of record of the Class B
Certificates.
Short Payoff: Liquidation of a Mortgage Loan at less than the full amount
of the outstanding balance of the Mortgage Loan plus advances and costs through
a negotiated settlement with the borrower, which may include a deed-in-lieu of
foreclosure or sale of the property or of the promissory note secured by the
collateral property to a third party, in either case with or without a
contribution toward any resulting deficiency by the borrower.
Section 1.02. Definitions Incorporated by Reference.
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreements.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Servicer shall use reasonable efforts to provide to the Loss Mitigation
Advisor with the following notices and reports. All such notices and reports may
be sent to the Loss Mitigation Advisor by telecopier, electronic mail, express
mail or regular mail.
(i) The Servicer shall within five Business Days after each
Distribution Date either: (A) provide to the Loss Mitigation Advisor a
written or electronic report, using the same methodology and calculations
as in its standard servicing reports, indicating for the trust fund formed
by the Pooling and Servicing Agreement, the number of Mortgage Loans that
are (1) sixty days delinquent, (2) ninety days or more delinquent, (3) in
foreclosure or (4) real estate owned (REO), and indicating for each such
Mortgage Loan the loan number, whether the loan is in bankruptcy or paying
under the terms of a repayment plan, the reason for default, and
outstanding principal balance; or (B) provide the information detailed in
(A) to a data service provider of the Loss Mitigation Advisor's choice in
an electronic format acceptable to that data service provider. Provision
of the information to a service provider other than that specified by the
Loss Mitigation Advisor is acceptable.
(ii) Prior to a Delay of Foreclosure in connection with any Mortgage
Loan, the Servicer shall provide the Loss Mitigation Advisor with a notice
of such proposed and imminent delay, stating the loan number, the
aggregate amount owing under the Mortgage Loan, and the reason and
justification for delaying foreclosure action. All notices and supporting
documentation pursuant to this subsection may be provided via telecopier,
express mail or electronic mail.
(iii) Prior to accepting any Short Payoff in connection with any
Mortgage Loan, the Servicer shall provide the Loss Mitigation Advisor with
a notice of such proposed and imminent Short Payoff, stating the loan
number, the aggregate amount owing under the Mortgage Loan, and the
justification for accepting the proposed Short Payoff. Such notice may be
sent by telecopier, express mail, electronic mail or regular mail.
(iv) Within five (5) business days of each Distribution Date, the
Servicer shall provide the Loss Mitigation Advisor with a report listing
each loan that has resulted in a realized loss that has been reported to
the trustee. Such report shall specify the loan number, the outstanding
principal balance of the loan upon its liquidation, the realized loss, and
the following components of realized loss: foreclosure costs, advances,
mortgage insurance proceeds, marketing and property rehabilitation costs,
and other costs. Such report may be provided by telecopier, express mail,
regular mail or electronic mail. The Loss Mitigation Advisor shall have at
least ten (10) business days in which to respond with reasonable questions
or requests for additional information regarding the amounts reported as
realized losses, and the Servicer shall within five (5) business days of
receipt of the Loss Mitigation Advisor's questions or additional
information requests provide responses to such questions and requests.
(v) Within five (5) business days of receipt by the Servicer of an
offer to acquire an REO property at an amount that is more than 15% below
the most recent market valuation of that property obtained by the Servicer
(or if no such valuation has been obtained, the appraisal used in
connection with the originating of the related Mortgage Loan), the
Servicer shall notify the Loss Mitigation Advisor of such offer and shall
provide a justification for accepting such offer, if that is the
Servicer's recommendation.
(vi) Within five (5) business days of receipt by the Servicer that a
claim filed for mortgage insurance, or any part thereof, has been rejected
by the mortgage insurance provider, the Servicer shall provide a copy of
the rejected claim with explanations for the item or items rejected to the
Loss Mitigation Advisor.
(vii) Within five (5) business days of providing the trustee with
any notice regarding a mortgage loan substitution, loan modification, or
loan repurchase, the Servicer shall provide the Loss Mitigation Advisor
with a copy of the notice.
(b) If requested by the Loss Mitigation Advisor, the Servicer shall make
its servicing personnel available during its normal business hours to respond to
reasonable inquiries, in writing by facsimile transmission, express mail or
electronic mail, by the Loss Mitigation Advisor in connection with any Mortgage
Loan identified in a report under subsection 2.01 (a)(i), (a)(ii), (a)(iii) or
(a)(iv) which has been given to the Loss Mitigation Advisor; provided that the
Servicer shall only be required to provide information that is readily
accessible to their servicing personnel.
(c) In addition to the foregoing, the Servicer shall provide to the Loss
Mitigation Advisor such information as the Loss Mitigation Advisor may
reasonably request concerning each Mortgage Loan that is at least sixty days
delinquent and each Mortgage Loan which has become real estate owned, provided
that the Servicer shall only be required to provide information that is readily
accessible to its servicing personnel.
(d) With respect to all Mortgage Loans which are serviced at any time by
the Servicer through a subservicer, the Servicer shall be entitled to rely for
all purposes hereunder, including for purposes of fulfilling its reporting
obligations under this Section 2.01, on the accuracy and completeness of any
information provided to it by the applicable subservicer.
Section 2.02. Loss Mitigation Advisor's Recommendations With Respect to
Defaulted Loans.
(a) All parties to this Agreement acknowledge that the Loss Mitigation
Advisor's advice is made in the form of recommendations, and that the Loss
Mitigation Advisor does not have the right to direct the Servicer in performing
its duties under the Pooling and Servicing Agreement. The Servicer may, after
review and analysis of the Loss Mitigation Advisor's recommendation, accept or
reject it, in the Servicer's sole discretion, subject to the standards of the
Servicer to protect the interest of the Certificateholders set forth in the
Pooling and Servicing Agreement.
(b) Within two (2) business days of receipt of a notice of a foreclosure
delay, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the delay, provided, however, that if additional
information is required on which to base a recommendation, the Loss Mitigation
Advisor shall notify the Servicer of the additional information needed within
the allotted time, and the Servicer shall promptly provide such information and
the Loss Mitigation Advisor shall then submit to the Servicer its
recommendation. The Loss Mitigation Advisor may recommend that additional
procedures be undertaken to further analyze the property, the borrower, or
issues related to the default or foreclosure. Such additional procedures may
include asset searches, property valuations, legal analysis or other procedures
that are warranted by the circumstances of the property, borrower or
foreclosure. The Loss Mitigation Advisor may recommend such other actions as are
warranted by the circumstances of the property, borrower or foreclosure.
(c) Within two (2) business days of receipt of a notice of a proposed
Short Payoff, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the proposed Short Payoff, provided, however, that if
additional information is required on which to base a recommendation, the Loss
Mitigation Advisor shall notify the Servicer of the additional information
needed within two business days, and the Servicer shall promptly provide such
information and the Loss Mitigation Advisor shall then submit to the Servicer
its recommendation. The Loss Mitigation Advisor's recommendation may take the
form of concurring with the proposed Short Payoff, recommending against such
Short Payoff, with a justification provided, or proposing a counteroffer.
(d) Within two (2) business days of receipt of a notice of an REO sale at
an amount that is more than 15% below the recent market valuation of that
property, the Loss Mitigation Advisor shall provide the Servicer with its
recommendation. The Loss Mitigation Advisor's recommendation may take the form
of concurring with the proposed below-market sale, recommending against such
below-market sale, or proposing a counteroffer.
Section 2.03. Termination.
(a) With respect to all Mortgage Loans included in a trust fund, the
Servicer's obligations under Section 2.01 and Section 2.02 shall terminate at
such time as the Certificate Principal Balances of the related Class B
Certificates have been reduced to zero.
(b) The Loss Mitigation Advisor's responsibilities under this Agreement
shall terminate upon the termination of the fee agreement between the Purchaser
or its successor and the Loss Mitigation Advisor. The Loss Mitigation Advisor
shall promptly notify the Servicer of the date of termination of such fee
agreement, but in no event later than 5:00 P.M., EST, on the effective date
thereof.
(c) Neither the Servicer nor any of its directors, officers, employees or
agents shall be under any liability for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Servicer or any such Person against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Servicer and the Loss Mitigation Advisor and any director,
officer, employee or agent thereof may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. Neither the Loss Mitigation Advisor, its directors,
officers, employees or agents shall be under any liability for any actions taken
by the Servicer based upon the recommendation pursuant to this Agreement,
provided they are made in good faith.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Amendment.
This Agreement may be amended from time to time by the Servicer and the
Loss Mitigation Advisor by written agreement signed by the Servicer and the Loss
Mitigation Advisor.
Section 3.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 3.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 3.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopier and shall be deemed effective upon receipt to:
(a) in the case of the Servicer,
Bank of America, N.A.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Secondary Marketing with a copy to the General Counsel
or such other address as may hereafter be furnished in writing by the Servicer,
(b) in the case of the Loss Mitigation Advisor,
_______________________
(c) in the case of the Purchaser:
_______________________
Section 3.05. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 3.06. Successors and Assigns.
(a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders.
(b) The Servicer shall notify the Loss Mitigation Advisor of the
assignment of its duties to any successor servicer within thirty (30) days prior
to such assignment, and shall provide the name, address, telephone number and
telecopier number for the successor to the Loss Mitigation Advisor.
Section 3.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 3.08. Confidentiality.
The Servicer acknowledges the confidentiality of this Agreement and will
not release or republish its contents without the consent of the Loss Mitigation
Advisor except to the extent required by law, regulation or court order.
The Loss Mitigation Advisor agrees that all information supplied by or on
behalf of the Servicer under this Agreement, is the property of the Servicer.
The Loss Mitigation Advisor shall keep in strictest confidence all information
relating to this Agreement, including, without limitation, individual account
information and other information supplied by or on behalf of the Servicer
pursuant to Section 2.01, and that information which may be acquired in
connection with or as a result of this Agreement. During the term of this
Agreement and at any time thereafter, without the prior written consent of the
Servicer, the Loss Mitigation Advisor shall not publish, communicate, divulge,
disclose or use any of such information. Upon termination or expiration of this
Agreement, the Loss Mitigation Advisor shall deliver all records, data,
information, and other documents and all copies thereof supplied by or on behalf
of the Servicer pursuant to Section 2.01 to the Servicer and such shall remain
the property of the Servicer.
Section 3.09. Independent Contractor.
In all matters relating to this Agreement, the Loss Mitigation Advisor
shall be acting as an independent contractor. Neither the Loss Mitigation
Advisor nor any employees of the Loss Mitigation Advisor are employees or agents
of the Servicer under the meaning or application of any Federal or State
Unemployment or Insurance Laws or Workmen's Compensation Laws, or otherwise. The
Loss Mitigation Advisor shall assume all liabilities or obligations imposed by
any one or more of such laws with respect to the employees of the Loss
Mitigation Advisor in the performance of this Agreement. The Loss Mitigation
Advisor shall not have any authority to assume or create any obligation, express
or implied, on behalf of the Servicer, and the Loss Mitigation Advisor shall not
have the authority to represent itself as an agent, employee, or in any other
capacity of the Servicer.
IN WITNESS WHEREOF, the Servicer and the Loss Mitigation Advisor
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
Bank of America, N.A.
By:_________________________________
Name:_______________________________
Title:______________________________
Loss Mitigation Advisor
_______________________
By:_________________________________
Name:
Title:
PURCHASER'S ACKNOWLEDGEMENT AND AGREEMENT
Purchaser executes this agreement for the purpose of acknowledging the limited
obligations of the Servicer in respect of the Loss Mitigation Advisor's
recommendation, as described in Section 2.02(a) hereof and confirming to the
Servicer that (i) it shall be solely responsible for the payment of the fees of
the Loss Mitigation Advisor pursuant to the terms of an agreement between
Purchaser and Loss Mitigation Advisor dated _____________, 20__ and (ii)
Purchaser upon transfer of its interest in any of the Class B Certificates or
any part thereof will require its successor to consent to this Special Servicing
Agreement and to pay any of the fees due to the Loss Mitigation Advisor pursuant
to the agreement referenced in clause (i) above.
Purchaser
By:____________________________________
Name:__________________________________
Title:_________________________________
EXHIBIT L
LIST OF RECORDATION STATES
None
