Filed On 6/3/99 · SEC File 333-67267-01 · Accession Number 914121-99-544
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
6/03/99 Bank of America Mort Sec...1999-2 8-K{5,7} 3/25/99 2:274 Cadwalader Wickersh..LLP
Document/Exhibit Description Pages Size
1: 8-K Current Report 5 9K
2: EX-4 Pooling and Servicing Agreement 269± 1,101K
| Page | (sequential) | | | | (alphabetic) | Top |
|---|
| | |
- Alternative Formats (RTF, XML, et al.)
- Agreement
- Authenticating Agents
- Ba Servicer
- Certificates, The
- Class Certificate Balance
- Code
- Compensating Interest
- Component Interest Distribution Amount
- Component Rate
- Definitive Certificates
- Depositor
- Distribution Date
- Erisa
- Escrow Account
- Fractional Interest
- Interest Distribution Amount
- Lower-Tier Distribution Amount
- Lower-Tier Remic
- Mortgage Loans
- Nmc Servicer
- Non-PO Principal Amount
- Paying Agent
- Permitted Investments
- Plan
- Pooling and Servicing Agreement
- Preliminary Statement
- Rating Agency
- Regular Certificates
- Remic
- Reo Disposition Period
- Restricted Classes
- Section 10.01 Termination upon Purchase by the Depositor or Liquidation of All Mortgage Loans
- Section 10.02 Additional Termination Requirements
- Section 1.01 Defined Terms
- 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
- Section 2.01 Conveyance of Mortgage Loans
- Section 2.02 Acceptance by the Trustee of the Mortgage Loans
- Section 2.05 Representations and Warranties of the Depositor as to the Mortgage Loans
- Section 2.06 Designation of Interests in the REMICs
- Section 2.07 Designation of Start-up Day
- Section 2.08 REMIC Certificate Maturity Date
- Section 2.09 Execution and Delivery of Certificates
- Section 3.01 Servicers to Service Mortgage Loans
- Section 3.02 Subservicing; Enforcement of the Obligations of Servicers
- Section 3.03 Fidelity Bond; Errors and Omissions Insurance
- Section 3.04 Access to Certain Documentation
- Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims
- Section 3.06 Rights of the Depositor and the Trustee in Respect of the Servicers
- Section 3.07 Trustee to Act as Servicer
- Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial Accounts; Certificate Account and Upper-Tier 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 Accounts, Certificate Account and Upper-Tier Certificate Account
- Section 3.12 Maintenance of Hazard Insurance
- Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements
- Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property
- Section 3.15 Trustee to Cooperate; Release of Mortgage Files
- Section 3.16 Documents, Records and Funds in Possession of the Servicers to be Held for the Trustee
- Section 3.17 Servicing Compensation
- Section 3.18 Annual Statement as to Compliance
- Section 3.19 Annual Independent Public Accountants' Servicing Statement; Financial Statements
- Section 3.20 Advances
- Section 3.21 Modifications, Waivers, Amendments and Consents
- Section 3.22 Reports to the Securities and Exchange Commission
- Section 4.01 Servicer's Certificate
- Section 5.01 Distributions
- Section 5.02 Priorities of Distribution
- Section 5.03 Allocation of Losses
- Section 5.04 Statements to Certificateholders
- Section 5.05 Tax Returns and Reports to Certificateholders
- Section 5.06 Tax Matters Person
- Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee
- Section 5.08 REMIC Related Covenants
- Section 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
- Section 7.01 Respective Liabilities of the Depositor and the Servicers
- Section 7.02 Merger or Consolidation of the Depositor or a Servicer
- Section 7.03 Limitation on Liability of the Depositor, the Servicers and Others
- Section 7.04 Depositor and Servicers Not to Resign
- Section 8.01 Events of Default
- Section 8.02 Remedies of Trustee
- Section 8.03 Directions by Certificateholders and Duties of Trustee During Event of Default
- Section 8.04 Action upon Certain Failures of a Servicer and upon Event of Default
- Section 8.05 Trustee to Act; Appointment of Successor
- Section 8.06 Notification to Certificateholders
- Section 9.01 Duties of Trustee
- Section 9.02 Certain Matters Affecting the Trustee
- Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans
- Section 9.04 Trustee May Own Certificates
- Section 9.05 Eligibility Requirements for Trustee
- Section 9.06 Resignation and Removal of Trustee
- Section 9.07 Successor Trustee
- Section 9.08 Merger or Consolidation of Trustee
- Section 9.09 Appointment of Co-Trustee or Separate Trustee
- Section 9.10 Authenticating Agents
- Section 9.11 Trustee's Fees and Expenses
- Section 9.12 [RESERVED]
- Section 9.13 Paying Agents
- Section 9.14 Limitation of Liability
- Section 9.17 Waiver of Bond Requirement
- Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement
- Section 9.19 Year 2000 Compliance
- Similar Law
- Substitution Adjustment Amount
- Tax Matters Person
- The Certificates
- Trustee
- Trust Estate
- Upper-Tier Remic
- 1933 Act
|
| 1 | 1st Page
|
| " | Pooling and Servicing Agreement
|
| 2 | The Certificates
|
| 4 | Preliminary Statement
|
| 5 | Section 1.01 Defined Terms
|
| " | 1933 Act
|
| " | Agreement
|
| " | Authenticating Agents
|
| " | Ba Servicer
|
| " | Class Certificate Balance
|
| " | Code
|
| " | Compensating Interest
|
| " | Component Interest Distribution Amount
|
| " | Component Rate
|
| " | Definitive Certificates
|
| " | Depositor
|
| " | Distribution Date
|
| " | Erisa
|
| " | Escrow Account
|
| " | Fractional Interest
|
| " | Interest Distribution Amount
|
| " | Lower-Tier Distribution Amount
|
| " | Lower-Tier Remic
|
| " | Mortgage Loans
|
| " | Nmc Servicer
|
| " | Non-PO Principal Amount
|
| " | Paying Agent
|
| " | Permitted Investments
|
| " | Plan
|
| " | Rating Agency
|
| " | Regular Certificates
|
| " | Remic
|
| " | Reo Disposition Period
|
| " | Restricted Classes
|
| " | Similar Law
|
| " | Substitution Adjustment Amount
|
| " | Tax Matters Person
|
| " | Trust Estate
|
| " | Trustee
|
| " | Upper-Tier Remic
|
| " | Section 2.01 Conveyance of Mortgage Loans
|
| " | Section 2.02 Acceptance by the Trustee of the Mortgage Loans
|
| " | Section 2.05 Representations and Warranties of the Depositor as to the Mortgage Loans
|
| " | Section 2.06 Designation of Interests in the REMICs
|
| " | Section 2.07 Designation of Start-up Day
|
| " | Section 2.08 REMIC Certificate Maturity Date
|
| " | Section 2.09 Execution and Delivery of Certificates
|
| " | Section 3.01 Servicers to Service Mortgage Loans
|
| " | Section 3.02 Subservicing; Enforcement of the Obligations of Servicers
|
| " | Section 3.03 Fidelity Bond; Errors and Omissions Insurance
|
| " | Section 3.04 Access to Certain Documentation
|
| " | Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims
|
| " | Section 3.06 Rights of the Depositor and the Trustee in Respect of the Servicers
|
| " | Section 3.07 Trustee to Act as Servicer
|
| " | Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial Accounts; Certificate Account and Upper-Tier 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 Accounts, Certificate Account and Upper-Tier Certificate Account
|
| " | Section 3.12 Maintenance of Hazard Insurance
|
| " | Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements
|
| " | Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property
|
| " | Section 3.15 Trustee to Cooperate; Release of Mortgage Files
|
| " | Section 3.16 Documents, Records and Funds in Possession of the Servicers to be Held for the Trustee
|
| " | Section 3.17 Servicing Compensation
|
| " | Section 3.18 Annual Statement as to Compliance
|
| " | Section 3.19 Annual Independent Public Accountants' Servicing Statement; Financial Statements
|
| " | Section 3.20 Advances
|
| " | Section 3.21 Modifications, Waivers, Amendments and Consents
|
| " | Section 3.22 Reports to the Securities and Exchange Commission
|
| " | Section 4.01 Servicer's Certificate
|
| " | Section 5.01 Distributions
|
| " | Section 5.02 Priorities of Distribution
|
| " | Section 5.03 Allocation of Losses
|
| " | Section 5.04 Statements to Certificateholders
|
| " | Section 5.05 Tax Returns and Reports to Certificateholders
|
| " | Section 5.06 Tax Matters Person
|
| " | Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee
|
| " | Section 5.08 REMIC Related Covenants
|
| " | Section 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
|
| " | Section 7.01 Respective Liabilities of the Depositor and the Servicers
|
| " | Section 7.02 Merger or Consolidation of the Depositor or a Servicer
|
| " | Section 7.03 Limitation on Liability of the Depositor, the Servicers and Others
|
| " | Section 7.04 Depositor and Servicers Not to Resign
|
| " | Section 8.01 Events of Default
|
| " | Section 8.02 Remedies of Trustee
|
| " | Section 8.03 Directions by Certificateholders and Duties of Trustee During Event of Default
|
| " | Section 8.04 Action upon Certain Failures of a Servicer and upon Event of Default
|
| " | Section 8.05 Trustee to Act; Appointment of Successor
|
| " | Section 8.06 Notification to Certificateholders
|
| " | Section 9.01 Duties of Trustee
|
| " | Section 9.02 Certain Matters Affecting the Trustee
|
| " | Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans
|
| " | Section 9.04 Trustee May Own Certificates
|
| " | Section 9.05 Eligibility Requirements for Trustee
|
| " | Section 9.06 Resignation and Removal of Trustee
|
| " | Section 9.07 Successor Trustee
|
| " | Section 9.08 Merger or Consolidation of Trustee
|
| " | Section 9.09 Appointment of Co-Trustee or Separate Trustee
|
| " | Section 9.10 Authenticating Agents
|
| " | Section 9.11 Trustee's Fees and Expenses
|
| " | Section 9.12 [RESERVED]
|
| " | Section 9.13 Paying Agents
|
| " | Section 9.14 Limitation of Liability
|
| " | Section 9.17 Waiver of Bond Requirement
|
| " | Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement
|
| " | Section 9.19 Year 2000 Compliance
|
| " | Section 10.01 Termination upon Purchase by the Depositor or Liquidation of All Mortgage Loans
|
| " | Section 10.02 Additional Termination Requirements
|
| " | 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
|
================================================================================
BANK OF AMERICA MORTGAGE SECURITIES, INC.,
as Depositor,
NATIONSBANC MORTGAGE CORPORATION,
as Servicer,
BANK OF AMERICA, FSB,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated March 25, 1999
-----------------------
Mortgage Pass-Through Certificates
Series 1999-2
================================================================================
TABLE OF CONTENTS
PRELIMINARY STATEMENT.......................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.................................................
Section 1.03 Interest Calculations.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by the Trustee of the Mortgage Loans...............
Section 2.03 Representations, Warranties and Covenants of the NMC Servicer.
Section 2.04 Representations, Warranties and Covenants of the BA Servicer..
Section 2.05 Representations and Warranties of the Depositor as to the
Mortgage Loans..............................................
Section 2.06 Designation of Interests in the REMICs........................
Section 2.07 Designation of Start-up Day...................................
Section 2.08 REMIC Certificate Maturity Date...............................
Section 2.09 Execution and Delivery of Certificates........................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service Mortgage Loans...........................
Section 3.02 Subservicing; Enforcement of the Obligations of Servicers.....
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.................
Section 3.04 Access to Certain Documentation...............................
Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims......
Section 3.06 Rights of the Depositor and the Trustee in Respect of the
Servicers...................................................
Section 3.07 Trustee to Act as Servicer....................................
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial
Accounts; Certificate Account and Upper-Tier 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 Accounts,
Certificate Account and Upper-Tier Certificate Account......
Section 3.12 Maintenance of Hazard Insurance...............................
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements.....
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property.......
Section 3.15 Trustee to Cooperate; Release of Mortgage Files...............
Section 3.16 Documents, Records and Funds in Possession of the Servicers to
be Held for the Trustee.....................................
Section 3.17 Servicing Compensation........................................
Section 3.18 Annual Statement as to Compliance.............................
Section 3.19 Annual Independent Public Accountants' Servicing Statement;
Financial Statements........................................
Section 3.20 Advances......................................................
Section 3.21 Modifications, Waivers, Amendments and Consents...............
Section 3.22 Reports to the Securities and Exchange Commission.............
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate........................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions.................................................
Section 5.02 Priorities of Distribution....................................
Section 5.03 Allocation of Losses..........................................
Section 5.04 Statements to Certificateholders..............................
Section 5.05 Tax Returns and Reports to Certificateholders.................
Section 5.06 Tax Matters Person............................................
Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee....
Section 5.08 REMIC Related Covenants.......................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates..............................................
Section 6.02 Registration of Transfer and Exchange of Certificates.........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 6.04 Persons Deemed Owners.........................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICERS
Section 7.01 Respective Liabilities of the Depositor and the Servicers.....
Section 7.02 Merger or Consolidation of the Depositor or a Servicer........
Section 7.03 Limitation on Liability of the Depositor, the Servicers and
Others......................................................
Section 7.04 Depositor and Servicers Not to Resign.........................
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default.............................................
Section 8.02 Remedies of Trustee...........................................
Section 8.03 Directions by Certificateholders and Duties of Trustee During
Event of Default............................................
Section 8.04 Action upon Certain Failures of a Servicer and upon Event of
Default.....................................................
Section 8.05 Trustee to Act; Appointment of Successor......................
Section 8.06 Notification to Certificateholders............................
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee.............................................
Section 9.02 Certain Matters Affecting the Trustee.........................
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.........
Section 9.04 Trustee May Own Certificates..................................
Section 9.05 Eligibility Requirements for Trustee..........................
Section 9.06 Resignation and Removal of Trustee............................
Section 9.07 Successor Trustee.............................................
Section 9.08 Merger or Consolidation of Trustee............................
Section 9.09 Appointment of Co-Trustee or Separate Trustee.................
Section 9.10 Authenticating Agents.........................................
Section 9.11 Trustee's Fees and Expenses...................................
Section 9.12 [RESERVED]....................................................
Section 9.13 Paying Agents.................................................
Section 9.14 Limitation of Liability.......................................
Section 9.15 Trustee May Enforce Claims Without Possession of Certificates.
Section 9.16 Suits for Enforcement.........................................
Section 9.17 Waiver of Bond Requirement....................................
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement.....
Section 9.19 Year 2000 Compliance..........................................
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or Liquidation of
All Mortgage Loans.........................................
Section 10.02 Additional Termination Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement.....................................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Certificates Nonassessable and Fully Paid....................
Section 11.08 Access to List of Certificateholders.........................
Section 11.09 Recharacterization...........................................
EXHIBITS
Exhibit A-1 - Form of Face of Class A-1 Certificate
Exhibit A-2 - Form of Face of Class A-2 Certificate
Exhibit A-3 - Form of Face of Class A-3 Certificate
Exhibit A-4 - Form of Face of Class A-4 Certificate
Exhibit A-5 - Form of Face of Class A-5 Certificate
Exhibit A-6 - Form of Face of Class A-6 Certificate
Exhibit A-7 - Form of Face of Class A-7 Certificate
Exhibit A-8 - Form of Face of Class A-8 Certificate
Exhibit A-9 - Form of Face of Class A-9 Certificate
Exhibit A-10 - Form of Face of Class A-10 Certificate
Exhibit A-11 - Form of Face of Class A-11 Certificate
Exhibit A-12 - Form of Face of Class A-12 Certificate
Exhibit A-13 - Form of Face of Class A-13 Certificate
Exhibit A-14 - Form of Face of Class A-14 Certificate
Exhibit A-PO - Form of Face of Class A-PO Certificate
Exhibit A-R - Form of Face of Class A-R Certificate
Exhibit A-LR - Form of Face of Class A-LR 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-1 - BA Mortgage Loan Schedule
Exhibit D-2 - NMC 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 Certificates
Exhibit J - Contents of Servicing File
Exhibit K - PAC and TAC Tables
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated March 25, 1999, is
hereby executed by and among BANK OF AMERICA MORTGAGE SECURITIES, INC., as
depositor (together with its permitted successors and assigns, the "DEPOSITOR"),
NATIONSBANC MORTGAGE CORPORATION, as servicer (together with its permitted
successors and assigns, the "NMC SERVICER"), BANK OF AMERICA, FSB, as servicer
(together with its permitted successors and assigns, the "BA SERVICER" and,
together with the NMC Servicer, the "SERVICERS"), and THE BANK OF NEW YORK, as
trustee (together with its permitted successors and assigns, the "TRUSTEE").
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the NMC Servicer, the BA Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the
Trust Estate to the Trustee to create the Trust. The Trust Estate for federal
income tax purposes will be treated as two separate real estate mortgage
investment conduits (the "UPPER-TIER REMIC" and the "LOWER-TIER REMIC,"
respectively, and each, a "REMIC"). The Class A Certificates (other than the
Class A-14, Class A-R and Class A-LR Certificates) and the Class B Certificates
are referred to collectively as the "REGULAR CERTIFICATES" and shall constitute
"regular interests" in the Upper-Tier REMIC. The Class A-14 PAC IO A Component,
the Class A-14 PAC IO B Component, the Class A-14 PAC Component, the Class A-14
TAC IO Component and the Class A-14 TAC Component (collectively, the
"Components") shall also constitute "regular interests" in the Upper-Tier REMIC.
The Uncertificated Lower-Tier Interests shall constitute the "regular interests"
in the Lower-Tier REMIC. The Class A-R Certificate shall be the "residual
interest" in the Upper-Tier REMIC and the Class A-LR Certificate shall be the
"residual interest" in the Lower-Tier REMIC. The Certificates will represent the
entire beneficial ownership interest in the Trust. The "latest possible maturity
date" for federal income tax purposes of all interests created hereby will be
the REMIC Certificate Maturity Date.
The following table sets forth characteristics of the Certificates
and the Components, together with the minimum denominations and integral
multiples in excess thereof in which the Classes of Certificates shall be
issuable (except that one Certificate of each Class of Certificates may be
issued in any amount in excess of the minimum denomination):
============== =============== ============= ============== ===============
Integral
Initial Class Multiples
Certificate Pass-Through Minimum in Excess
Classes Balance Rate Denomination of Minimum
-------------- --------------- ------------- -------------- ---------------
Class A-1 $100,000,000.00 6.50% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-2 $100,000,000.00 6.50% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-3 $26,800,000.00 6.50% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-4 $4,826,000.00 6.50% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-5 $7,621,000.00 6.50% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-6 $6,009,000.00 6.50% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-7 $8,456,429.00 6.90% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-8 $3,382,571.00 5.50% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-9 $325,000.00 6.50% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-10 $11,199,000.00 6.50% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-11 $50,559,000.00 5.75% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-12 $48,883,000.00 5.90% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-13 $76,367,000.00 6.35% $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-14 $35,184,000.00 (1) $1,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-PO $748.966.00 (2) $25,000 $1
-------------- --------------- ------------- -------------- ---------------
Class A-R $100.00 6.50% $100 N/A
-------------- --------------- ------------- -------------- ---------------
Class A-LR $100.00 6.50% $100 N/A
-------------- --------------- ------------- -------------- ---------------
Class B-1 $10,758,098.00 6.50% $25,000 $1
-------------- --------------- ------------- -------------- ---------------
Class B-2 $3,752,825.00 6.50% $25,000 $1
-------------- --------------- ------------- -------------- ---------------
Class B-3 $1,751,319.00 6.50% $25,000 $1
-------------- --------------- ------------- -------------- ---------------
Class B-4 $1,751,319.00 6.50% $25,000 $1
-------------- --------------- ------------- -------------- ---------------
Class B-5 $1,000,754.00 6.50% $25,000 $1
-------------- --------------- ------------- -------------- ---------------
Class B-6 $1,001,140.77 6.50% $25,000 $1
-------------- --------------- ------------- -------------- ---------------
Components Initial Component
Component Rate
Balance or
Notional
Amount
-------------- --------------- ------------- -------------- ---------------
Class A-14 $5,833,731.00 6.50% N/A N/A
PAC IO A
-------------- --------------- ------------- -------------- ---------------
Class A-14 $4,512,277.00 6.50% N/A N/A
PAC IO B
-------------- --------------- ------------- -------------- ---------------
Class A-14 $4,948,000.00 6.50% N/A N/A
PAC
-------------- --------------- ------------- -------------- ---------------
Class A-14 $1,762,315.00 6.50% N/A N/A
TAC IO
-------------- --------------- ------------- -------------- ---------------
Class A-14 $30,236,000.00 6.50% N/A N/A
TAC
============== =============== ============= ============== ===============
---------------
(1) The Class A-14 Certificates will be deemed for purposes of the distribution
of interest and principal to consist of five Components as described in the
table. The Components are not severable.
(2) The Class A-PO Certificates will be Principal-Only Certificates and will not
bear interest.
ARTICLE I
DEFINITIONS
Section 1.01 DEFINED TERMS. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:
1933 ACT: The Securities Act of 1933, as amended.
ACCRETION TERMINATION DATE: For (a) the Class A-10 Certificates will
be the earlier to occur of (i) the Distribution Date following the Distribution
Date on which the Class Certificate Balance of the Class A-13 Certificates and
the Component Balance of the Class A-14 TAC Component have been reduced to zero
or (ii) the Senior Credit Support Depletion Date and (b) the Class A-14 TAC
Component will be the earlier to occur of (i) the Distribution Date following
the Distribution Date on which the Class Certificate Balance of the Class A-13
Certificates has been reduced to zero or (ii) the Senior Credit Support
Depletion Date.
ACCRUAL COMPONENT: The Class A-14 TAC Component.
ACCRUAL DISTRIBUTION AMOUNT: For any Distribution Date and the Class
A-10 Certificates and the Accrual Component prior to the applicable Accretion
Termination Date, an amount with respect to such Class or Component equal to the
sum of (i) the amount allocated but not currently distributable as interest to
such Class or Component pursuant to Section 5.02(a)(i) that is attributable to
clause (i) of the definition of "Interest Distribution Amount" or "Component
Interest Distribution Amount," as applicable, and (ii) the amount allocated but
not currently distributable as interest to such Class or Component pursuant to
Section 5.02(a)(i) that is attributable to clause (ii) of the definition of
"Interest Distribution Amount" or "Component Interest Distribution Amount," as
applicable.
ACCRUED CERTIFICATE INTEREST: For any Distribution Date and each
interest-bearing Class (other than the Class A-14 Certificates), one month's
interest accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the applicable Class Certificate Balance. For any
Distribution Date and the Class A-14 Certificates, the sum of Accrued Component
Interest for each Component.
ACCRUED COMPONENT INTEREST: For any Distribution Date and each
Component, one month's interest accrued during the related Interest Accrual
Period at the applicable Component Rate on the applicable Component Balance or
Notional Amount.
ADJUSTED POOL AMOUNT: With respect to any Distribution Date, the
Cut-Off Date Pool Principal Balance of the Mortgage Loans minus the sum of (i)
all amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to Holders of Certificates on such
Distribution Date and all prior Distribution Dates and (ii) the principal
portion of all Realized Losses (other than Debt Service Reductions) incurred on
the Mortgage Loans from the Cut-Off Date through the end of the month preceding
such Distribution Date.
ADJUSTED POOL AMOUNT (PO PORTION): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Percentage for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Principal
Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (y) the principal portion of any Realized Loss
(other than a Debt Service Reduction) incurred on such Mortgage Loan from the
Cut-Off Date through the end of the month preceding such Distribution Date.
ADVANCE: A Periodic Advance or a Servicing Advance.
AGREEMENT: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date,
the total of the amounts held in the Servicer Custodial Accounts at the close of
business on the preceding Determination Date on account of (i) Principal
Prepayments and Liquidation Proceeds received or made in the month of such
Distribution Date and (ii) payments which represent receipt of Monthly Payments
in respect of a Due Date or Due Dates subsequent to the related Due Date.
APPRAISED VALUE: With respect to any Mortgaged Property, either (i)
the lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan and (b) the sales price for such
property, except that, in the case of Mortgage Loans the proceeds of which were
used to refinance an existing mortgage loan, the Appraised Value of the related
Mortgaged Property is the appraised value thereof determined in an appraisal
obtained at the time of refinancing, or (ii) the appraised value determined in
an appraisal made at the request of a Mortgagor subsequent to origination in
order to eliminate the Mortgagor's obligation to keep a Primary Insurance Policy
in force.
ASSIGNMENT OF MORTGAGE: An individual assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to give record notice of the sale of the Mortgage.
AUTHENTICATING AGENTS: As defined in Section 9.10.
BA MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase
Agreement, dated March 25, 1999, between the BA Seller, as seller, and the
Depositor, as purchaser.
BA MORTGAGE LOANS: The Mortgage Loans serviced by the BA Servicer
and identified on EXHIBIT D-1 as such Exhibit is amended from time to time to
reflect the addition of Substitute Mortgage Loans and the deletion of Defective
Mortgage Loans pursuant to the provisions of this Agreement.
BA SELLER: Bank of America, FSB, a federal savings bank, or its
successor in interest, as seller of the BA Mortgage Loans under the BA Mortgage
Loan Purchase Agreement.
BA SERVICER: Bank of America, FSB, a federal savings bank, or its
successor in interest, in its capacity as servicer of the BA Mortgage Loans, or
any successor servicer appointed as herein provided.
BA SERVICER CUSTODIAL ACCOUNT: The separate Eligible Account or
Accounts created and maintained by the BA Servicer pursuant to Section 3.08(b).
BANKRUPTCY LOSS: Any Deficient Valuation or Debt Service Reduction.
BANKRUPTCY LOSS AMOUNT: As of any Distribution Date, the Initial
Bankruptcy Loss Amount less the aggregate amount of Bankruptcy Losses previously
incurred during the period from the Cut-Off Date through the last day of the
month preceding the month of such Distribution Date; provided, however, that
such amount may be reduced from time to time with the written consent of the
Rating Agencies provided that such reduction does not result in a downgrading to
the current rating of the Certificates.
BOOK-ENTRY CERTIFICATE: All Classes of Certificates other than the
Physical Certificates.
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of North Carolina, the State of
New York, the State of California, the State of Virginia, the state in which the
servicing offices of either Servicer are located or the state in which the
Corporate Trust Office is located are required or authorized by law or executive
order to be closed.
BUYDOWN AGREEMENT: An agreement governing the application of Buydown
Funds with respect to a Mortgage Loan.
BUYDOWN FUNDS: Money advanced by a builder, seller or other
interested party to reduce a Mortgagor's Monthly Payment during the initial
years of a Mortgage Loan.
CERTIFICATE: Any of the Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 1999-2 that are issued pursuant to
this Agreement.
CERTIFICATE ACCOUNT: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.08(c) in the name of the Trustee
for the benefit of the Certificateholders and designated "The Bank of New York,
in trust for registered holders of Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 1999-2." Funds in the Certificate
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement.
CERTIFICATE BALANCE: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the product of the Percentage
Interest of such Certificate and the Class Certificate Balance of the Class of
Certificates of which such Certificate is a part.
CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive Certificate, the Certificateholder of such Certificate.
CERTIFICATE REGISTER: The register maintained pursuant to Section
6.02.
CERTIFICATE REGISTRAR: The registrar appointed pursuant to Section
6.02.
CERTIFICATEHOLDER: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, either Servicer or any affiliate thereof shall be deemed
not to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the Trustee
shall not be responsible for knowing that any Certificate is registered in the
name of such an affiliate unless one of its Responsible Officers has actual
knowledge.
CLASS: As to the Certificates, the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class A-13, Class A-14, Class A-PO, Class A-R, Class
A-LR, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates, as the case may be.
CLASS A CERTIFICATES: The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-PO, Class A-R and Class A-LR
Certificates.
CLASS A-3 PERCENTAGE: As to any Distribution Date, the percentage
equivalent (carried to six places rounded up) of a fraction the numerator of
which is the Class Certificate Balance of the Class A-3 Certificates immediately
prior to such date and the denominator of which is the aggregate of the Class
Certificate Balances of all Classes of Senior Certificates (other than the Class
A-PO Certificates) immediately prior to such date.
CLASS A-3 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date, the lesser of (i) the Class Certificate Balance of the Class A-3
Certificates and (ii) the product of (a) the Class A-3 Shift Percentage, (b) the
Class A-3 Percentage and (c) the Senior Principal Distribution Amount.
CLASS A-3 SHIFT PERCENTAGE: As to any Distribution Date, the
percentage indicated below:
DISTRIBUTION DATE OCCURRING IN CLASS A-3 SHIFT PERCENTAGE
------------------------------ --------------------------
April 1999 through March 2004.................. 0%
April 2004 through March 2005.................. 30%
April 2005 through March 2006.................. 40%
April 2006 through March 2007.................. 60%
April 2007 through March 2008.................. 80%
April 2008 and thereafter...................... 100%
CLASS A-9 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-9 Certificates with respect to such
Distribution Date prior to any reduction for the Class A-9 Loss Allocation
Amount and (b) the sum of the Class A-14 PAC Component Loss Amount and the Class
A-14 TAC Component Loss Amount with respect to such Distribution Date.
CLASS A-14 PAC COMPONENT LOSS AMOUNT: With respect to any
Distribution Date after the Senior Credit Support Depletion Date, the amount, if
any, by which the Component Balance of the Class A-14 PAC Component would be
reduced as a result of the allocation of any Realized Loss (other than an Excess
Loss) to such Component pursuant to Section 5.03(a)(ii)(1) or the allocation of
any reduction pursuant to Section 5.03(b) to such Component, in each case
without regard to the operation of Section 5.03(f).
CLASS A-14 PAC IO A NOTIONAL AMOUNT: As to any Distribution Date and
the Class A-14 PAC IO A Component, 11.53846154% of the Class Certificate Balance
of the Class A-11 Certificates immediately prior to such date.
CLASS A-14 PAC IO B NOTIONAL AMOUNT: As to any Distribution Date and
the Class A-14 PAC IO B Component, 9.23076923% of the Class Certificate Balance
of the Class A-12 Certificates immediately prior to such date.
CLASS A-14 TAC COMPONENT LOSS AMOUNT: With respect to any
Distribution Date after the Senior Credit Support Depletion Date, the amount, if
any, by which the Component Balance of the Class A-14 TAC Component would be
reduced as a result of the allocation of any Realized Loss (other than an Excess
Loss) to such Component pursuant to Section 5.03(a)(ii)(1) or the allocation of
any reduction pursuant to Section 5.03(b) to such Component, in each case
without regard to the operation of Section 5.03(f).
CLASS A-14 TAC IO NOTIONAL AMOUNT: As to any Distribution Date and
the Class A-14 TAC IO Component, 2.30769231% of the Class Certificate Balance of
the Class A-13 Certificates immediately prior to such date.
CLASS A-PO DEFERRED AMOUNT: As to any Distribution Date prior to the
Senior Credit Support Depletion Date, the aggregate of the applicable PO
Percentage of each Realized Loss, other than an Excess Loss, to be allocated to
the Class A-PO Certificates on such Distribution Date or previously allocated to
the Class A-PO Certificates and not yet paid to the Holders of the Class A-PO
Certificates pursuant to Section 5.02(a)(iii).
CLASS B CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates.
CLASS CERTIFICATE BALANCE: With respect to any Class (other than the
Class A-14 Certificates) and any date of determination, the Initial Class
Certificate Balance of such Class (plus, in the case of the Class A-10
Certificates, any Accrual Distribution Amounts previously allocated thereto)
minus the sum of (i) all distributions of principal made with respect thereto,
(ii) all Realized Losses allocated thereto pursuant to Section 5.03(a), (iii)
all other reductions in Class Certificate Balance previously allocated thereto
pursuant to Section 5.03(b) and (iv) in the case of the Class A-9 Certificates,
any reduction allocated thereto pursuant to Section 5.03(f). The Class
Certificate Balance of the Class A-14 Certificates will equal the sum of the
Component Balances of the Class A-14 PAC Component and the Class A-14 TAC
Component.
CLASS INTEREST SHORTFALL: For any Distribution Date and each
interest-bearing Class (other than the Class A-14 Certificates), the amount by
which Accrued Certificate Interest for such Class (as reduced pursuant to
Section 5.02(c)) exceeds the amount of interest actually distributed on such
Class (or, in the case of the Class A-10 Certificates prior to the applicable
Accretion Termination Date, the amount included in the Accrual Distribution
Amount pursuant to clause (i) of the definition thereof, but not distributed as
interest on the Class A-10 Certificates) on such Distribution Date pursuant to
clause (i) of the definition of "Interest Distribution Amount".
CLASS UNPAID INTEREST SHORTFALL: As to any Distribution Date and
each interest-bearing Class (other than the Class A-14 Certificates), the amount
by which the aggregate Class Interest Shortfalls for such Class on prior
Distribution Dates exceeds the amount of interest actually distributed on such
Class (or, in the case of the Class A-10 Certificates prior to the applicable
Accretion Termination Date, the amount included in the Accrual Distribution
Amount pursuant to clause (ii) of the definition thereof, but not distributed as
interest on the Class A-10 Certificates) on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Interest Distribution Amount".
CLOSING DATE: March 25, 1999.
CODE: The Internal Revenue Code of 1986, as amended.
COMPENSATING INTEREST: As defined in Section 3.17.
COMPONENT BALANCE: With respect to the Class A-14 PAC Component and
Class A-14 TAC Component, and any date of determination, the Initial Component
Balance of such Component (plus, in the case of the Class A-14 TAC Component,
any Accrual Distribution Amounts previously allocated thereto) minus the sum of
(i) all distributions of principal made with respect thereto, (ii) all Realized
Losses allocated thereto pursuant to Section 5.03(a) and (iii) all other
reductions in Component Balance previously allocated thereto pursuant to Section
5.03(b); provided, however, that the Component Balance of such Component will
not be reduced pursuant to clauses (ii) and (iii) in accordance with the
provisions of Section 5.03(f). The Class A-14 PAC IO A Component, the Class A-14
PAC IO B Component and the Class A-14 TAC IO Component are interest-only
Components and have no Component Balance.
COMPONENT INTEREST DISTRIBUTION AMOUNT: For any Distribution Date
and each Component, the sum of (i) the Accrued Component Interest, subject to
reduction pursuant to Section 5.02(c), and (ii) any Component Unpaid Interest
Shortfall for such Component.
COMPONENT INTEREST SHORTFALL: For any Distribution Date and each
Component, the amount by which Accrued Component Interest for such Component (as
reduced pursuant to Section 5.02(c)) exceeds the amount of interest actually
distributed on such Component (or, in the case of the Class A-14 TAC Component
prior to the applicable Accretion Termination Date, the amount included in the
Accrual Distribution Amount pursuant to clause (i) of the definition thereof,
but not distributed as interest on the Class A-14 TAC Component) on such
Distribution Date pursuant to clause (i) of the definition of "Component
Interest Distribution Amount."
COMPONENT RATE: As to each Component, the per annum rate set forth
in the Preliminary Statement.
COMPONENT UNPAID INTEREST SHORTFALL: As to any Distribution Date and
Component, the amount by which the aggregate Component Interest Shortfalls for
such Component on prior Distribution Dates exceeds the amount of interest
actually distributed on such Component (including, in the case of the Class A-14
TAC Component prior to the applicable Accretion Termination Date, the amount
included in the Accrual Distribution Amount pursuant to clause (ii) of the
definition thereof, but not distributed as interest on the Class A-14 TAC
Component) on such prior Distribution Dates pursuant to clause (ii) of the
definition of "Component Interest Distribution Amount."
CORPORATE TRUST OFFICE: The principal office of the Trustee at which
at any particular time its certificate transfer services are conducted, which
office at the date of the execution of this instrument is located at 101 Barclay
Street - 12E, New York, New York 10286, Attention: Corporate Trust - MBS (Fax:
(212) 815-5309).
CORRESPONDING UPPER-TIER CLASS, CLASSES, COMPONENT OR COMPONENTS: As
to the following Uncertificated Lower-Tier Interests, the Corresponding
Upper-Tier Class, Classes, Component or Components, as follows:
UNCERTIFICATED LOWER-TIER Corresponding Upper-Tier Class,
INTEREST Classes, Component or Components
Class A-L1 Interest Class A-1 Certificates, Class A-2
Certificates, Class A-3
Certificates, Class A-4
Certificates, Class A-5
Certificates, Class A-6
Certificates, Class A-9
Certificates, Class A-10
Certificates, Class A14 PAC
Component and Class A-14 TAC
Component
Class A-L7 Interest Class A-7 Certificates
Class A-L8 Interest Class A-8 Certificates
Class A-L11 Interest Class A-11 Certificates and Class
A-14 PAC IO A Component
Class A-L12 Interest Class A-12 Certificates and Class
A-14 PAC IO B Component
Class A-L13 Interest Class A-13 Certificates and Class
A-14 TAC IO Component
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
CUSTODIAN: Any Custodian appointed by the Trustee in accordance with
the terms of this Agreement.
CUSTOMARY SERVICING PROCEDURES: With respect to each Servicer,
procedures (including collection procedures) that such Servicer customarily
employs and exercises in servicing and administering mortgage loans for its own
account and which are in accordance with accepted mortgage servicing practices
of prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located.
CUT-OFF DATE: March 1, 1999.
CUT-OFF DATE POOL PRINCIPAL BALANCE: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans which is $500,376,622.26.
CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-Off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
DEBT SERVICE REDUCTION: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
proceeding initiated by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the related Servicer
is pursuing an appeal of the court order giving rise to any such modification
and (b)(1) such Mortgage Loan is not in default with respect to payment due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the related
Servicer in accordance with the terms of such Mortgage Loan as in effect on the
Cut-Off Date.
DEBT SERVICE REDUCTION MORTGAGE LOAN: Any Mortgage Loan that became
the subject of a Debt Service Reduction.
DEFECTIVE MORTGAGE LOAN: Any Mortgage Loan which is required to be
cured, repurchased or substituted for pursuant to Sections 2.02 or 2.05.
DEFICIENT VALUATION: As to any Mortgage Loan and any Determination
Date, the excess of (i) the then outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the related Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the related
Servicer in accordance with the terms of such Mortgage Loan as in effect on the
Cut-Off Date.
DEFICIENT VALUATION MORTGAGE LOAN: Any Mortgage Loan that became the
subject of a Deficient Valuation.
DEFINITIVE CERTIFICATES: As defined in Section 6.02(c)(iii).
DEPOSITOR: Bank of America Mortgage Securities, Inc., a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.
DEPOSITORY: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
DETERMINATION DATE: As to any Distribution Date, the 16th day of the
month of the related Distribution Date or, if such 16th day is not a Business
Day, the Business Day immediately preceding such 16th day.
DISCOUNT MORTGAGE LOAN: Any Mortgage Loan with a Net Mortgage
Interest Rate that is less than 6.50% per annum.
DISTRIBUTION DATE: The 25th day of each month beginning in April
1999 (or, if such day is not a Business Day, the next Business Day).
DUE DATE: As to any Distribution Date and each Mortgage Loan, the
first day in the calendar month of such Distribution Date.
ELIGIBLE ACCOUNT: Any of (i) an account or accounts maintained with
(a) NationsBank, N.A. or any successor thereto, (b) Bank of America, FSB, or (c)
a federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee and to each Rating Agency, the Certificateholders have a claim with
respect to the funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company in which
such account is maintained, or (iii) a trust account or accounts maintained with
the trust department of a federal or state chartered depository institution or
trust company, acting in its fiduciary capacity or (iv) any other account
acceptable to each Rating Agency. Eligible Accounts may bear interest and may
include, if otherwise qualified under this definition, accounts maintained with
the Trustee.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA RESTRICTED CERTIFICATES: The Class A-9 and Class B
Certificates.
ESCROW ACCOUNT: As defined in Section 3.09.
ESCROW PAYMENTS: The amounts constituting taxes, assessments,
Primary Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
EVENT OF DEFAULT: As defined in Section 8.01.
EXCESS LOSSES: For any Distribution Date, the amount of any (i)
Fraud Losses in excess of the Fraud Loss Amount, (ii) Special Hazard Losses in
excess of the Special Hazard Loss Amount or (iii) Bankruptcy Losses in excess of
the Bankruptcy Loss Amount.
EXCESS PROCEEDS: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan received in the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
related Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
FINAL DISTRIBUTION DATE: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
10.01.
FINANCIAL MARKET SERVICE: Bloomberg Financial Service and any other
financial information provider designated by the Depositor by written notice to
the Trustee.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended.
FITCH: Fitch IBCA, Inc., or any successor thereto.
FNMA: Fannie Mae, or any successor thereto.
FRACTIONAL INTEREST: As defined in Section 5.02(d).
FRAUD LOSS: Realized Losses on Mortgage Loans as to which a loss is
sustained by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including a loss
by reason of the denial of coverage under any related Primary Insurance Policy
because of such fraud, dishonesty or misrepresentation.
FRAUD LOSS AMOUNT: For each Distribution Date occurring during the
period from the Closing Date through the first anniversary of the Cut-Off Date,
the Initial Fraud Loss Amount reduced by the amount of Fraud Losses allocated to
the Certificates. Thereafter, the Fraud Loss Amount shall be equal to the lesser
of (i) the Initial Fraud Loss Amount reduced by the amount of Fraud Losses
allocated to the Certificates and (ii) for each Distribution Date occurring (a)
during the period from the day after the first anniversary through the third
anniversary of the Cut-Off Date, 1% of the Pool Stated Principal Balance, (b)
during the period from the day after the third anniversary through the fifth
anniversary of the Cut-Off Date, 0.5% of the Pool Stated Principal Balance, and
(c) after the fifth anniversary of the Cut-Off Date, zero.
HOLDER: A Certificateholder.
INDEPENDENT: When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Depositor and the Servicers,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Depositor or either Servicer or in an affiliate of any
of them, and (iii) is not connected with the Depositor or either Servicer as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.
INDIRECT DEPOSITORY PARTICIPANT: A broker, dealer, bank or other
financial institution or other Person maintaining a custodial relationship with
a Depository Participant.
INITIAL BANKRUPTCY LOSS AMOUNT: $145,566.42.
INITIAL CLASS CERTIFICATE BALANCE: As to each Class of Certificates,
the Class Certificate Balance set forth in the Preliminary Statement.
INITIAL COMPONENT BALANCE: As to the Class A-14 PAC Component and
the Class A-14 TAC Component, the Component Balance set forth in the Preliminary
Statement. The Class A-14 PAC IO A Component, the Class A-14 PAC IO B Component
and the Class A-14 TAC IO Component are interest-only Components and have no
Initial Component Balance.
INITIAL FRAUD LOSS AMOUNT: $5,003,766.22.
INITIAL SPECIAL HAZARD AMOUNT: $5,093,858.04.
INSURANCE POLICY: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
INSURANCE PROCEEDS: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
INSURED EXPENSES: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
INTEREST ACCRUAL PERIOD: As to any Distribution Date and each Class
of Certificates (other than the Class A-14 and Class A-PO Certificates) and each
Component, 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-14 Certificates), the sum of (i)
the Accrued Certificate Interest, subject to reduction pursuant to Section
5.02(c) and (ii) any Class Unpaid Interest Shortfall for such Class. For any
Distribution Date and the Class A-14 Certificates, the sum of the Component
Interest Distribution Amounts.
LIQUIDATED MORTGAGE LOAN: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
related Servicer has certified (in accordance with this Agreement) that it has
received all proceeds it expects to receive in connection with the liquidation
of such Mortgage Loan including the final disposition of an REO Property.
LIQUIDATION PROCEEDS: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
LOAN-TO-VALUE RATIO: With respect to any Mortgage Loan and any date
of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
LOWER-TIER DISTRIBUTION AMOUNT: As defined in Section 5.02(a).
LOWER-TIER REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Mortgage Loans, such amounts as shall from time
to time be held in the Certificate Account, the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
MONTHLY PAYMENT: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.
MORTGAGE: The mortgage, deed of trust or other instrument creating a
first lien on a Mortgaged Property securing a Mortgage Note or creating a first
lien on a leasehold interest.
MORTGAGE FILE: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
MORTGAGE INTEREST RATE: As to any Mortgage Loan, the per annum rate
of interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the terms of the related Mortgage Note.
MORTGAGE LOAN PURCHASE AGREEMENT: Each of the BA Mortgage Loan
Purchase Agreement and the NMC Mortgage Loan Purchase Agreement.
MORTGAGE LOAN SCHEDULE: The list of Mortgage Loans (as from time to
time amended by the applicable Servicer to reflect the addition of Substitute
Mortgage Loans and the deletion of Defective Mortgage Loans pursuant to the
provisions of this Agreement) transferred to the Trustee as part of the Trust
Estate and from time to time subject to this Agreement, attached hereto as
EXHIBIT D-1 and EXHIBIT D-2, setting forth the following information with
respect to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a
code indicating whether the Mortgaged Property is owner-occupied; (iii) the
property type for each Mortgaged Property; (iv) the original months to maturity
or the remaining months to maturity from the Cut-Off Date; (v) the Loan-to-Value
Ratio at origination; (vi) the Mortgage Interest Rate; (vii) the date on which
the first Monthly Payment was due on the Mortgage Loan, and, if such date is not
the Due Date currently in effect, such Due Date; (viii) the stated maturity
date; (ix) the amount of the Monthly Payment as of the Cut-Off Date; (x) the
paid-through date; (xi) the original principal amount of the Mortgage Loan;
(xii) the principal balance of the Mortgage Loan as of the close of business on
the Cut-Off Date, after application of payments of principal due on or before
the Cut-Off Date, whether or not collected, and after deduction of any payments
collected of scheduled principal due after the Cut-Off Date; (xiii) a code
indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style; and (xv) the Appraised Value. With respect to the Mortgage
Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the Cut-Off Date: (i) the number of Mortgage Loans; (ii) the
current aggregate outstanding principal balance of the Mortgage Loans; (iii) the
weighted average Mortgage Rate of the Mortgage Loans; and (iv) the weighted
average months to maturity of the Mortgage Loans.
MORTGAGE LOANS: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 as from time to time are held as a part
of the Trust Estate (including any Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
MORTGAGE NOTE: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
MORTGAGED PROPERTY: The underlying property securing a Mortgage
Loan.
MORTGAGOR: The obligor on a Mortgage Note.
NET MORTGAGE INTEREST RATE: As to any Mortgage Loan and Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of
the month preceding the month of the related Distribution Date reduced by the
related Servicing Fee Rate and the Trustee Fee Rate.
NMC MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase
Agreement, dated March 25, 1999, between the NMC Seller, as seller, and the
Depositor, as purchaser.
NMC MORTGAGE LOANS: The Mortgage Loans serviced by the NMC Servicer
and identified on EXHIBIT D-2 as such Exhibit is amended from time to time to
reflect the addition of Substitute Mortgage Loans and the deletion of Defective
Mortgage Loans pursuant to the provisions of this Agreement.
NMC SELLER: NationsBanc Mortgage Corporation, a Texas corporation,
or its successor in interest, as seller of the NMC Mortgage Loans under the NMC
Mortgage Loan Purchase Agreement.
NMC SERVICER: NationsBanc Mortgage Corporation, a Texas corporation,
or its successor in interest, in its capacity as servicer of the NMC Mortgage
Loans, or any successor servicer appointed as herein provided.
NMC SERVICER CUSTODIAL ACCOUNT: The separate Eligible Account or
Accounts created and maintained by the NMC Servicer pursuant to Section 3.08(b).
NON-PO PERCENTAGE: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net Mortgage Interest
Rate of such Discount Mortgage Loan and the denominator of which is 6.50%. As to
any Mortgage Loan that is not a Discount Mortgage Loan, 100%.
NON-PO PRINCIPAL AMOUNT: As to any Distribution Date, the sum of the
applicable Non-PO Percentage of (a) the principal portion of each Monthly
Payment (without giving effect, prior to the reduction of the Bankruptcy Loss
Amount to zero, to any reductions thereof caused by any Debt Service Reductions)
due on each Mortgage Loan on the related Due Date, (b) the Stated Principal
Balance, as of the date of repurchase, of each Mortgage Loan that was
repurchased by the Depositor pursuant to this Agreement as of such Distribution
Date, (c) any Substitution Adjustment Amount in connection with a Defective
Mortgage Loan received with respect to such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received during the calendar month preceding the month of
such Distribution Date with respect to such Mortgage Loan and (f) all Principal
Prepayments received during the calendar month preceding the month of such
Distribution Date.
NON-SUPPORTED INTEREST SHORTFALLS: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls exceeds
Compensating Interest for such Distribution Date.
NON-U.S. PERSON: A Person other than a U.S. Person.
NONRECOVERABLE ADVANCE: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the related Servicer, will
not or, in the case of a proposed Advance, would not be ultimately recoverable
from the related Mortgagor, related Liquidation Proceeds, or other recoveries in
respect of the related Mortgage Loan.
NOTIONAL AMOUNT: As to any Distribution Date, the Class A-14 PAC IO
A Notional Amount, the Class A-14 PAC IO B Notional Amount or the Class A-14 TAC
IO Notional Amount.
OFFERED CERTIFICATES: The Class A, Class B-1, Class B-2 and Class
B-3 Certificates.
OFFICER'S CERTIFICATE: A certificate signed by the Chairman of the
Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or either
Servicer, as the case may be, and delivered to the Trustee.
OPINION OF COUNSEL: A written opinion of counsel acceptable to the
Trustee, who may be counsel for the Depositor or a Servicer, except that any
opinion of counsel relating to the qualification of the Trust Estate as two
separate REMICs or compliance with the REMIC Provisions must be an opinion of
Independent counsel.
ORIGINAL FRACTIONAL INTEREST: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:
Class B-1 1.85%
Class B-2 1.10%
Class B-3 0.75%
Class B-4 0.40%
Class B-5 0.20%
Class B-6 0.00%
ORIGINAL SUBORDINATE CERTIFICATE BALANCE: $20,015,455.77.
OTS: The Office of Thrift Supervision.
OUTSTANDING MORTGAGE LOAN: As to any Due Date, a Mortgage Loan which
was not the subject of a Principal Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due Date and which
was not purchased from the Trust prior to such Due Date pursuant to Sections
2.02 or 2.05.
OWNERSHIP INTEREST: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
PAC PRINCIPAL AMOUNT: As to any Distribution Date and for the Class
A-11 or Class A-12 Certificates or the Class A-14 PAC Component, the amount, if
any, that would reduce the Class Certificate Balance or Component Balance
thereof to the balance shown in the tables set forth in EXHIBIT K with respect
to such Distribution Date.
PASS-THROUGH RATE: As to each Class of interest-bearing Certificates
(other than the Class A-14 Certificates), the per annum rate set forth in the
Preliminary Statement.
PAYING AGENT: As defined in Section 9.13.
PERCENTAGE INTEREST: As to any Certificate, the percentage obtained
by dividing the initial Certificate Balance of such Certificate by the Initial
Class Certificate Balance of the Class of which such Certificate is a part.
PERIODIC ADVANCE: The payment required to be made by a Servicer with
respect to any Distribution Date pursuant to Section 3.20, the amount of any
such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) serviced by
such Servicer that were due on the related Due Date and not received as of the
close of business on the related Determination Date, less the aggregate amount
of any such delinquent payments that such Servicer has determined would
constitute a Nonrecoverable Advance if advanced.
PERMITTED INVESTMENTS: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States, FHLMC, FNMA or any agency or instrumentality of the
United States when such obligations are backed by the full faith and
credit of the United States; provided that such obligations of FHLMC
or FNMA shall be limited to senior debt obligations and mortgage
participation certificates other than investments in mortgage-backed
or mortgage participation securities with yields evidencing extreme
sensitivity to the rate of principal payments on the underlying
mortgages, which shall not constitute Permitted Investments
hereunder;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition
thereof with a corporation incorporated under the laws of the United
States or any state thereof rated not lower than "A-1" by S&P and
"F-1" by Fitch;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more
than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the
United States or any state thereof, rated not lower than "A-1" by
S&P and "F-1" by Fitch;
(iv) commercial paper (having original maturities of not more than 365
days) of any corporation incorporated under the laws of the United
States or any state thereof which is rated not lower than "A-1" by
S&P and "F-1" by Fitch;
(v) investments in money market funds (including funds of the Trustee or
its affiliates, or funds for which an affiliate of the Trustee acts
as advisor, as well as funds for which the Trustee and its
affiliates may receive compensation) rated either "AAAm" or "AAAm G"
by S&P, and "AAA" by Fitch or otherwise approved in writing by each
Rating Agency; and
(vi) other obligations or securities that are acceptable to each Rating
Agency and, as evidenced by an Opinion of Counsel obtained by either
Servicer, will not affect the qualification of either of the REMICs
as a REMIC;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
PERMITTED TRANSFEREE: Any Person other than (i) the United States,
or any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) (except certain farmers' cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code
Section 1381(a)(2)(C) and (v) any other Person so designated by either Servicer
based on an Opinion of Counsel to the effect that any transfer to such Person
may cause the Trust or any other Holder of a Residual Certificate to incur tax
liability that would not be imposed other than on account of such transfer. The
terms "United States," "State" and "international organization" shall have the
meanings set forth in Code Section 7701 or successor provisions.
PERSON: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
PHYSICAL CERTIFICATES: The Class B-4, Class B-5, Class B-6, Class
A-R and Class A-LR Certificates.
PLAN: As defined in Section 6.02(e).
PO PERCENTAGE: As to any Discount Mortgage Loan, 100% minus the
Non-PO Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO PRINCIPAL AMOUNT: As to any Distribution Date, the sum of the
applicable PO Percentage of (a) the principal portion of each Monthly Payment
(without giving effect, prior to the reduction of the Bankruptcy Loss Amount to
zero, to any reductions thereof caused by any Debt Service Reductions) due on
each Mortgage Loan on the related Due Date, (b) the Stated Principal Balance, as
of the date of repurchase, of each Mortgage Loan that was repurchased by the
related Seller or the Depositor pursuant to this Agreement as of such
Distribution Date, (c) any Substitution Adjustment Amount in connection with any
Defective Mortgage Loan received with respect to such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan during the
calendar month preceding the month of such Distribution Date with respect to
such Mortgage Loan and (f) all Principal Prepayments received during the
calendar month preceding the month of such Distribution Date.
POOL DISTRIBUTION AMOUNT: As to any Distribution Date, the excess of
(a) the sum of (i) the aggregate of (A) the interest portion of any Monthly
Payment (net of the Servicing Fee) and the principal portion of any Monthly
Payment due on the Due Date in the month in which such Distribution Date occurs
and which is received prior to the related Determination Date and (B) all
Periodic Advances and payments of Compensating Interest made by the Servicers in
respect of such Distribution Date deposited to the Servicer Custodial Accounts
pursuant to Section 3.08(b)(vii); (ii) all Liquidation Proceeds received during
the preceding calendar month and deposited to the Servicer Custodial Accounts
pursuant to Section 3.08(b)(iii); (iii) all Principal Prepayments received
during the month preceding the month of such Distribution Date and deposited to
the Servicer Custodial Accounts pursuant to Section 3.08(b)(i) during such
period; (iv) in connection with Defective Mortgage Loans, as applicable, the
aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited
on the related Remittance Date pursuant to Section 3.08(b)(vi); and (v) any
other amounts in the Servicer Custodial Accounts deposited therein pursuant to
Sections 3.08(b)(iv), (v) and (viii) in respect of such Distribution Date; over
(b) any (i) amounts permitted to be withdrawn from the Servicer Custodial
Accounts pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a)
and (ii) amounts permitted to be withdrawn from the Certificate Account pursuant
to clauses (i) and (ii) of Section 3.11(b).
POOL STATED PRINCIPAL BALANCE: As to any Distribution Date, the
aggregate Stated Principal Balances of all Mortgage Loans that were Outstanding
Mortgage Loans immediately following the Due Date in the month of such
Distribution Date.
PREPAYMENT INTEREST SHORTFALL: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding such Distribution Date, the amount, if any, by which one month's
interest at the related Mortgage Interest Rate (net of the Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.
PRIMARY INSURANCE POLICY: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan,
in each case issued by an insurer acceptable to FNMA or FHLMC.
PRINCIPAL-ONLY CERTIFICATES: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class A-