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XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.,
as Depositor,
BANK OF AMERICA, N.A.,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated February 21, 2002
----------
Mortgage Pass-Through Certificates
Series 2002-2
================================================================================
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 ..........................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans ..............................
Section 3.02 Subservicing; Enforcement of the Obligations of
Servicer ......................................................
Section 3.03 Fidelity Bond; Errors and Omissions Insurance ...................
Section 3.04 Access to Certain Documentation .................................
Section 3.05 Maintenance of Primary Insurance Policy; Claims .................
Section 3.06 Rights of the Depositor and the Trustee in Respect of
the Servicer ..................................................
Section 3.07 Trustee to Act as Servicer ......................................
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Account; and Certificate Accounts ...................
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts ...............................................
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans ..................................
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Account and Certificate Accounts ..............................
Section 3.12 Maintenance of Hazard Insurance .................................
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption
Agreements ....................................................
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property .........
Section 3.15 Trustee to Cooperate; Release of Mortgage Files .................
Section 3.16 Documents, Records and Funds in Possession of the
Servicer to be Held for the Trustee ...........................
Section 3.17 Servicing Compensation ..........................................
Section 3.18 Annual Statement as to Compliance ...............................
Section 3.19 Annual Independent Public Accountants' Servicing
Statement; Financial Statements ...............................
Section 3.20 Advances ........................................................
Section 3.21 Modifications, Waivers, Amendments and Consents .................
Section 3.22 Reports to the Securities and Exchange Commission ...............
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate ..........................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions ...................................................
Section 5.02 Priorities of Distributions .....................................
Section 5.03 Allocation of Losses ............................................
Section 5.04 Statements to Certificateholders ................................
Section 5.05 Tax Returns and Reports to Certificateholders ...................
Section 5.06 Tax Matters Person ..............................................
Section 5.07 Rights of the Tax Matters Person in Respect of the
Trustee .......................................................
Section 5.08 REMIC Related Covenants .........................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates ................................................
Section 6.02 Registration of Transfer and Exchange of Certificates ...........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates ...............
Section 6.04 Persons Deemed Owners ...........................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the
Servicer ......................................................
Section 7.02 Merger or Consolidation of the Depositor or the
Servicer ......................................................
Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others ....................................................
Section 7.04 Depositor and Servicer Not to Resign ............................
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default ...............................................
Section 8.02 Remedies of Trustee .............................................
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default .......................................
Section 8.04 Action upon Certain Failures of the Servicer and upon
Event of Default ..............................................
Section 8.05 Trustee to Act; Appointment of Successor ........................
Section 8.06 Notification to Certificateholders ..............................
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee ...............................................
Section 9.02 Certain Matters Affecting the Trustee ...........................
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans ...........
Section 9.04 Trustee May Own Certificates ....................................
Section 9.05 Eligibility Requirements for Trustee ............................
Section 9.06 Resignation and Removal of Trustee ..............................
Section 9.07 Successor Trustee ...............................................
Section 9.08 Merger or Consolidation of Trustee ..............................
Section 9.09 Appointment of Co-Trustee or Separate Trustee ...................
Section 9.10 Authenticating Agents ...........................................
Section 9.11 Trustee's Fees and Expenses .....................................
Section 9.12 Appointment of Custodian ........................................
Section 9.13 Paying Agents ...................................................
Section 9.14 Limitation of Liability .........................................
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates ..................................................
Section 9.16 Suits for Enforcement ...........................................
Section 9.17 Waiver of Bond Requirement ......................................
Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement ...................................................
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans .............................
Section 10.02 Additional Termination Requirements .............................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment .......................................................
Section 11.02 Recordation of Agreement ........................................
Section 11.03 Limitation on Rights of Certificateholders ......................
Section 11.04 Governing Law ...................................................
Section 11.05 Notices .........................................................
Section 11.06 Severability of Provisions ......................................
Section 11.07 Certificates Nonassessable and Fully Paid .......................
Section 11.08 Access to List of Certificateholders ............................
Section 11.09 Recharacterization ..............................................
EXHIBITS
Exhibit A-1-A-1 - Form of Face of Class 1-A-1 Certificate
Exhibit A-1-A-2 - Form of Face of Class 1-A-2 Certificate
Exhibit A-1-A-3 - Form of Face of Class 1-A-3 Certificate
Exhibit A-1-A-4 - Form of Face of Class 1-A-4 Certificate
Exhibit A-1-A-5 - Form of Face of Class 1-A-5 Certificate
Exhibit A-1-A-6 - Form of Face of Class 1-A-6 Certificate
Exhibit A-1-A-7 - Form of Face of Class 1-A-7 Certificate
Exhibit A-1-A-8 - Form of Face of Class 1-A-8 Certificate
Exhibit A-1-A-R - Form of Face of Class 1-A-R Certificate
Exhibit A-2-A-1 - Form of Face of Class 2-A-1 Certificate
Exhibit A-3-A-1 - Form of Face of Class 3-A-1 Certificate
Exhibit A-3-A-2 - Form of Face of Class 3-A-2 Certificate
Exhibit A-A-PO - Form of Face of Class A-PO Certificate
Exhibit B-1-B-1 - Form of Face of Class 1-B-1 Certificate
Exhibit B-1-B-2 - Form of Face of Class 1-B-2 Certificate
Exhibit B-1-B-3 - Form of Face of Class 1-B-3 Certificate
Exhibit B-1-B-4 - Form of Face of Class 1-B-4 Certificate
Exhibit B-1-B-5 - Form of Face of Class 1-B-5 Certificate
Exhibit B-1-B-6 - Form of Face of Class 1-B-6 Certificate
Exhibit B-2-B-1 - Form of Face of Class 2-B-1 Certificate
Exhibit B-2-B-2 - Form of Face of Class 2-B-2 Certificate
Exhibit B-2-B-3 - Form of Face of Class 2-B-3 Certificate
Exhibit B-2-B-4 - Form of Face of Class 2-B-4 Certificate
Exhibit B-2-B-5 - Form of Face of Class 2-B-5 Certificate
Exhibit B-2-B-6 - Form of Face of Class 2-B-6 Certificate
Exhibit B-3-B-1 - Form of Face of Class 3-B-1 Certificate
Exhibit B-3-B-2 - Form of Face of Class 3-B-2 Certificate
Exhibit B-3-B-3 - Form of Face of Class 3-B-3 Certificate
Exhibit B-3-B-4 - Form of Face of Class 3-B-4 Certificate
Exhibit B-3-B-5 - Form of Face of Class 3-B-5 Certificate
Exhibit B-3-B-6 - Form of Face of Class 3-B-6 Certificate
Exhibit C Form of Reverse of all Certificates ......................
Exhibit D-1 Mortgage Loan Schedule (Loan Group 1) ....................
Exhibit D-2 Mortgage Loan Schedule (Loan Group 2) ....................
Exhibit D-3 Mortgage Loan Schedule (Loan Group 3) ....................
Exhibit E Request for Release of Documents .........................
Exhibit F Form of Certification of Establishment of Account ........
Exhibit G-1 Form of Transferor's Certificate .........................
Exhibit G-2A Form 1 of Transferee's Certificate .......................
Exhibit G-2B Form 2 of Transferee's Certificate .......................
Exhibit H Form of Transferee Representation Letter
for ERISA Restricted Certificates ........................
Exhibit I Form of Affidavit Regarding Transfer of Residual
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 February 21, 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-PO and Class A-R
Certificates) and the Class B Certificates are referred to collectively as the
"Regular Certificates" and shall constitute "regular interests" in the REMIC.
The Class 1-A-PO Component, Class 2-A-PO Component and Class 3-A-PO Component
(collectively, the "Components") shall also constitute "regular interests" in
the 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
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
Pass- Multiples
Initial Class Through Minimum in Excess
Classes Certificate Balance Rate Denomination of Minimum
------- ------------------- ------- ------------ ----------
Class 1-A-1 $246,589,000.00 6.500% $1,000 $1
Class 1-A-2 $25,356,000.00 6.500% $1,000 $1
Class 1-A-3 $15,588,000.00 6.500% $1,000 $1
Class 1-A-4 $3,112,000.00 6.500% $1,000 $1
Class 1-A-5 $4,470,000.00 6.500% $1,000 $1
Class 1-A-6 $1,200,000.00 6.500% $1,000 $1
Class 1-A-7 $5,100,000.00 6.500% $1,000 $1
Class 1-A-8 $35,000,000.00 6.500% $1,000 $1
Class 1-A-R $100.00 6.500% $100 N/A
Class 2-A-1 $144,017,000.00 6.500% $1,000 $1
Class 3-A-1 $146,347,500.00 6.000% $1,000 $1
Class 3-A-2 $1,852,500.00 6.000% $1,000 $1
Class 1-B-1 $4,552,000.00 6.500% $25,000 $1
Class 1-B-2 $1,926,000.00 6.500% $25,000 $1
Class 1-B-3 $1,401,000.00 6.500% $25,000 $1
Class 1-B-4 $525,000.00 6.500% $25,000 $1
Class 1-B-5 $525,000.00 6.500% $25,000 $1
Class 1-B-6 $701,170.00 6.500% $25,000 $1
Class 2-B-1 $1,938,000.00 6.500% $25,000 $1
Class 2-B-2 $819,000.00 6.500% $25,000 $1
Class 2-B-3 $596,000.00 6.500% $25,000 $1
Class 2-B-4 $224,000.00 6.500% $25,000 $1
Class 2-B-5 $224,000.00 6.500% $25,000 $1
Class 2-B-6 $298,726.00 6.500% $25,000 $1
Class 3-B-1 $902,000.00 6.000% $25,000 $1
Class 3-B-2 $375,000.00 6.000% $25,000 $1
Class 3-B-3 $226,000.00 6.000% $25,000 $1
Class 3-B-4 $150,000.00 6.000% $25,000 $1
Class 3-B-5 $75,000.00 6.000% $25,000 $1
Class 3-B-6 $150,590.00 6.000% $25,000 $1
Class A-PO (1) (1) $25,000 $1
Integral
Pass- Multiples
Initial Class Through Minimum in Excess
Components Certificate Balance Rate Denomination of Minimum
---------- ------------------- ------- ------------ ----------
Class 1-A-PO $4,138,567.365 (2) N/A N/A
Class 2-A-PO $943,232.11 (2) N/A N/A
Class 3-A-PO $141,512.02 (2) N/A N/A
(1) The Class A-PO Certificates will be deemed for purposes of the distribution
of principal to consist of three components (the "Class A-PO Components")
described in the table. The Components are not severable.
(2) The Class 1-A-PO, Class 2-A-PO and Class 3-A-PO Components will be Principal
Only Components and will not bear interest.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class, one month's interest accrued during the related Interest
Accrual Period at the applicable Pass-Through Rate on the applicable Class
Certificate Balance.
Adjusted Pool Amount: With respect to any Distribution Date and Loan
Group, the Cut-Off Date Pool Principal Balance of the Mortgage Loans in such
Loan Group minus the sum of (i) all amounts in respect of principal received in
respect of the Mortgage Loans in such Loan Group (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to
Holders of the Certificates of the Related Group on such Distribution Date and
all prior Distribution Dates and (ii) the principal portion of all Realized
Losses (other than Debt Service Reductions) incurred on the Mortgage Loans in
such Loan Group from the Cut-Off Date through the end of the month preceding
such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date and Loan Group, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans of such Loan Group: the product of (i) the PO
Percentage for each such Mortgage Loan and (ii) the remainder of (A) the Cut-Off
Date Principal Balance of such Mortgage Loan minus (B) the sum of (x) all
amounts in respect of principal received in respect of such Mortgage Loan
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to Holders of the Certificates of the
Related Group on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date and
Loan Group, the total of the amounts held in the Servicer Custodial Account at
the close of business on the preceding Determination Date on account of (i)
Principal Prepayments and Liquidation Proceeds received or made on the Mortgage
Loans in such Loan Group in the month of such Distribution Date and (ii)
payments which represent receipt of Monthly Payments on the Mortgage Loans in
such Loan Group in respect of a Due Date or Due Dates subsequent to the related
Due Date.
Appraised Value: With respect to any Mortgaged Property, either (i)
the lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan and (b) the sales price for such
property, except that, in the case of Mortgage Loans the proceeds of which were
used to refinance an existing mortgage loan, the Appraised Value of the related
Mortgaged Property is the appraised value thereof determined in an appraisal
obtained at the time of refinancing, or (ii) the appraised value determined in
an appraisal made at the request of a Mortgagor subsequent to origination in
order to eliminate the Mortgagor's obligation to keep a Primary Insurance Policy
in force.
Assignment of Mortgage: An individual assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to give record notice of the sale of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
Book-Entry Certificate: All Classes of Certificates other than the
Physical Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of North Carolina, the State of
New York, the State of Kentucky, the state in which the servicing offices of the
Servicer is located or the state in which the Corporate Trust Office is located
are required or authorized by law or executive order to be closed.
Certificate: Any of the Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 2002-2 that are issued pursuant to
this Agreement.
Certificate Account: The separate Eligible Accounts for each Group
created and maintained by the Trustee pursuant to Section 3.08(c) in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York, in trust for registered holders of Bank of America Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 2002-2." Funds in
the related Certificate Account shall be held in trust for the Holders of the
Certificates of such Group for the uses and purposes set forth in this
Agreement.
Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the product of the Percentage
Interest of such Certificate and the Class Certificate Balance of the Class of
Certificates of which such Certificate is a part.
Certificate Custodian: Initially, The Bank of New York; thereafter
any other Certificate Custodian acceptable to the Depository and selected by the
Trustee.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to Section
6.02.
Certificate Registrar: The registrar appointed pursuant to Section
6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, the Servicer or any affiliate thereof shall be deemed not
to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the Trustee
shall not be responsible for knowing that any Certificate is registered in the
name of such an affiliate unless one of its Responsible Officers has actual
knowledge.
Class: As to the Certificates, the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class
1-A-R, Class 2-A-1, Class 3-A-1, Class 3-A-2, Class A-PO, Class 1-B-1, Class
1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5, Class 1-B-6, Class 2-B-1, Class
2-B-2, Class 2-B-3, Class 2-B-4, Class 2-B-5, Class 2-B-6, Class 3-B-1, Class
3-B-2, Class 3-B-3, Class 3-B-4, Class 3-B-5 and Class 3-B-6 Certificates, as
the case may be.
Class 3-A-1 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for Group 3, the amount, if any, by
which the Class Certificate Balance of the Class 3-A-1 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 3-A-2 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date for Group 3, the lesser of
(a) the Class Certificate Balance of the Class 3-A-2 Certificates with respect
to such Distribution Date prior to any reduction for the Class 3-A-2 Loss
Allocation Amount and (b) the Class 3-A-1 Loss Amount with respect to such
Distribution Date.
Class A Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-R,
Class 2-A-1, Class 3-A-1, Class 3-A-2 and Class A-PO Certificates.
Class A-PO Component: Any of the Class 1-A-PO Component, Class
2-A-PO Component or Class 3-A-PO Component.
Class A-PO Deferred Amount: As to any Distribution Date and each
Class A-PO Component prior to the applicable Senior Credit Support Depletion
Date, the aggregate of the applicable PO Percentage of each Realized Loss on the
Mortgage Loans in the Related Loan Group to be allocated to the Class A-PO
Component of the Related Group on such Distribution Date or previously allocated
to such Class A-PO Component and not yet paid with respect to such Class A-PO
Component pursuant to Section 5.02(a)(iii).
Class B Certificates: The Class 1-B-1, Class 1-B-2, Class 1-B-3,
Class 1-B-4, Class 1-B-5, Class 1-B-6, Class 2-B-1, Class 2-B-2, Class 2-B-3,
Class 2-B-4, Class 2-B-5, Class 2-B-6, Class 3-B-1, Class 3-B-2, Class 3-B-3,
Class 3-B-4, Class 3-B-5 and Class 3-B-6 Certificates.
Class Certificate Balance: With respect to any Class (other than the
Class A-PO Certificates) 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 3-A-2 Certificates, any reduction allocated thereto pursuant
to Section 5.03(e). The Class Certificate Balance of the Class A-PO Certificates
as of any date of determination shall equal the sum of the Component Balances of
the Class A-PO Components.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, 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: February 21, 2002.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: As defined in Section 3.17.
Component: As defined in the Preliminary Statement.
Component Balance: With respect to any Component and any date of
determination, the Initial Component Balance of such Component minus the sum of
(i) all distributions of principal made with respect thereto, (ii) all Realized
Losses allocated thereto pursuant to Section 5.03(a) and (iii) all other
reductions in Component Balance previously allocated thereto pursuant to Section
5.03(b).
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: February 1, 2002.
Cut-Off Date Pool Principal Balance: For each Loan Group the
aggregate of the Cut-Off Date Principal Balances of the Mortgage Loans in such
Loan Group which is $350,183,837.81 for Loan Group 1, $149,059,958.29, for Loan
Group 2 and $150,220,102.60 for Loan Group 3.
Cut-Off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-Off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
proceeding initiated by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payment due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-Off
Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became
the subject of a Debt Service Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to be
cured, repurchased or substituted for pursuant to Sections 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination
Date, the excess of (i) the then outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-Off
Date.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the
subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Bank of America Mortgage Securities, Inc., a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.
Depository: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: As to any Distribution Date, the 16th day of the
month of the related Distribution Date or, if such 16th day is not a Business
Day, the Business Day immediately preceding such 16th day.
Discount Mortgage Loan: Any Group 1 Discount Mortgage Loan, Group 2
Discount Mortgage Loan or Group 3 Discount Mortgage Loan.
Distribution Date: The 25th day of each month beginning in March
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 1-B-4, Class 1-B-5, Class
1-B-6, Class 2-B-4, Class 2-B-5, Class 2-B-6, Class 3-B-4, Class 3-B-5 or Class
3-B-6 Certificate.
Escrow Account: As defined in Section 3.09.
Escrow Payments: The amounts constituting taxes, assessments,
Primary Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Event of Default: As defined in Section 8.01.
Excess 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).
Group: Either of Group 1, Group 2 or Group 3.
Group 1: The Group 1-A Certificates, the Class 1-A-PO Component and
Group 1-B Certificates.
Group 1 Discount Mortgage Loan: A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate that is less than 6.500% per annum.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Premium Mortgage Loan: A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate that is equal to or greater than 6.500% per annum.
Group 2: The Group 2-A Certificates, the Class 2-A-PO Component and
the Group 2-B Certificates.
Group 2 Discount Mortgage Loan: A Group 2 Mortgage Loan with a Net
Mortgage Interest Rate that is less than 6.500% per annum.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 2 Premium Mortgage Loan: A Group 2 Mortgage Loan with a Net
Mortgage Interest Rate that is equal to or greater than 6.500% per annum.
Group 3: The Group 3-A Certificates, Class 3-A-PO Component and
Group 3-B Certificates.
Group 3 Discount Mortgage Loan: A Group 3 Mortgage Loan with a Net
Mortgage Interest Rate that is less than 6.000% per annum.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3
hereto.
Group 3 Premium Mortgage Loan: A Group 3 Mortgage Loan with a Net
Mortgage Interest Rate that is equal to or greater than 6.000% per annum.
Group 1-A Certificates: Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8 and Class 1-A-R
Certificates.
Group 2-A Certificates: Class 2-A-1 Certificates.
Group 3-A Certificates: Class 3-A-1 and Class 3-A-2 Certificates.
Group 1-B Certificates: Any of the Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 1-B-4, Class 1-B-5 or Class 1-B-6 Certificates.
Group 2-B Certificates: Any of the Class 2-B-1, Class 2-B-2, Class
2-B-3, Class 2-B-4, Class 2-B-5 or Class 2-B-6 Certificates.
Group 3-B Certificates: Any of the Class 3-B-1, Class 3-B-2, Class
3-B-3, Class 3-B-4, Class 3-B-5 or Class 3-B-6 Certificates.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Depositor and the Servicer,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Depositor or the Servicer or in an affiliate of either
of them, and (iii) is not connected with the Depositor or the Servicer as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.
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 each Component, the Component
Balance set forth in the Preliminary Statement.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class
of Certificates (other than the Class A-PO Certificates), the period from and
including the first day of the calendar month preceding the calendar month of
such Distribution Date to but not including the first day of the calendar month
of such Distribution Date.
Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class, the sum of (i) the Accrued Certificate Interest, subject
to reduction pursuant to Section 5.02(c) and (ii) any Class Unpaid Interest
Shortfall for such Class.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
Servicer has certified (in accordance with this Agreement) that it has received
all proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
Loan Group: Either of Loan Group 1, Loan Group 2 or Loan Group 3.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date
of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on a Mortgaged Property securing a Mortgage Note or creating a first
lien on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
of interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the terms of the related Mortgage Note.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated February 21, 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 X-0, Xxxxxxx
X-0 and Exhibit D-3, setting forth the following information with respect to
each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a code
indicating whether the Mortgaged Property is owner-occupied; (iii) the property
type for each Mortgaged Property; (iv) the original months to maturity or the
remaining months to maturity from the Cut-Off Date; (v) the Loan-to-Value Ratio
at origination; (vi) the Mortgage Interest Rate; (vii) the date on which the
first Monthly Payment was due on the Mortgage Loan, and, if such date is not the
Due Date currently in effect, such Due Date; (viii) the stated maturity date;
(ix) the amount of the Monthly Payment as of the Cut-Off Date; (x) the
paid-through date; (xi) the original principal amount of the Mortgage Loan;
(xii) the principal balance of the Mortgage Loan as of the close of business on
the Cut-Off Date, after application of payments of principal due on or before
the Cut-Off Date, whether or not collected, and after deduction of any payments
collected of scheduled principal due after the Cut-Off Date; (xiii) a code
indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style; and (xv) the Appraised Value. With respect to the Mortgage
Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the Cut-Off Date: (i) the number of Mortgage Loans; (ii) the
current aggregate outstanding principal balance of the Mortgage Loans; (iii) the
weighted average Mortgage Rate of the Mortgage Loans; and (iv) the weighted
average months to maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 as from time to time are held as a part
of the Trust Estate (including any Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of
the month preceding the month of the related Distribution Date reduced by the
Servicing Fee Rate and the Trustee Fee Rate.
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net Mortgage Interest
Rate of such Discount Mortgage Loan and the denominator of which is 6.500% for
each Group 1 Discount Mortgage Loan, 6.500% for each Group 2 Discount Mortgage
Loan and 6.000% for each Group 3 Discount Mortgage Loan. As to any Mortgage Loan
that is not a Discount Mortgage Loan, 100%.
Non-PO Principal Amount: As to any Distribution Date and Loan Group,
the sum of the applicable Non-PO Percentage of (a) the principal portion of each
Monthly Payment due on each Mortgage Loan in such Loan Group on the related Due
Date, (b) the Stated Principal Balance, as of the date of repurchase, of each
Mortgage Loan in such Loan Group that was repurchased by the Depositor pursuant
to this Agreement as of such Distribution Date, (c) any Substitution Adjustment
Amount in connection with a Defective Mortgage Loan in such Loan Group received
with respect to such Distribution Date, (d) any Liquidation Proceeds allocable
to recoveries of principal of Mortgage Loans in such Loan Group that are not yet
Liquidated Mortgage Loans received during the calendar month preceding the month
of such Distribution Date, (e) with respect to each Mortgage Loan in such Loan
Group that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan during the
calendar month preceding the month of such Distribution Date and (f) all
Principal Prepayments on the Mortgage Loans in such Loan Group received during
the calendar month preceding the month of such Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date and
Loan Group, the amount, if any, by which the aggregate of Prepayment Interest
Shortfalls for such Loan Group exceeds Compensating Interest for such Loan Group
for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the Servicer, will not or,
in the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, or other recoveries in respect
of the related Mortgage Loan.
Offered Certificates: The Class A, Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 3-B-1, Class 3-B-2 and Class
3-B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or the
Servicer, as the case may be, and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, who may be counsel for the Depositor or the Servicer, except that any
opinion of counsel relating to the qualification of the Trust Estate as 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 1-B-1 1.47%
Class 1-B-2 0.91%
Class 1-B-3 0.51%
Class 1-B-4 0.35%
Class 1-B-5 0.20%
Class 1-B-6 0.00%
Class 2-B-1 1.46%
Class 2-B-2 0.91%
Class 2-B-3 0.50%
Class 2-B-4 0.35%
Class 2-B-5 0.20%
Class 2-B-6 0.00%
Class 3-B-1 0.65%
Class 3-B-2 0.40%
Class 3-B-3 0.25%
Class 3-B-4 0.15%
Class 3-B-5 0.10%
Class 3-B-6 0.00%
Original Subordinate Certificate Balance: $9,630,170.00 for Group 1,
$4,099,726.00 for Group 2 and $1,878,590.00 for Group 3.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which
was not the subject of a Principal Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due Date and which
was not purchased from the Trust prior to such Due Date pursuant to Sections
2.02 or 2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate set forth in the Preliminary Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate, the percentage obtained
by dividing the initial Certificate Balance of such Certificate by the Initial
Class Certificate Balance of the Class of which such Certificate is a part.
Periodic Advance: The payment required to be made by the Servicer
with respect to any Distribution Date pursuant to Section 3.20, the amount of
any such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) that were due
on the related Due Date and not received as of the close of business on the
related Determination Date, less the aggregate amount of any such delinquent
payments that the Servicer has determined would constitute a Nonrecoverable
Advance if advanced.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States, FHLMC, FNMA or any agency or instrumentality of the United
States when such obligations are backed by the full faith and credit of
the United States; provided that such obligations of FHLMC or FNMA shall
be limited to senior debt obligations and mortgage participation
certificates other than investments in mortgage-backed or mortgage
participation securities with yields evidencing extreme sensitivity to the
rate of principal payments on the underlying mortgages, which shall not
constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof with
a corporation incorporated under the laws of the United States or any
state thereof rated not lower than "A-1" by S&P and "F-1" by Fitch;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than 365
days or a remaining maturity of more than 30 days) denominated in United
States dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof,
rated not lower than "A-1" by S&P and "F-1" by Fitch;
(iv) commercial paper (having original maturities of not more than
365 days) of any corporation incorporated under the laws of the United
States or any state thereof which is rated not lower than "A-1" by S&P and
"F-1" by Fitch;
(v) investments in money market funds (including funds of the
Trustee or its affiliates, or funds for which an affiliate of the Trustee
acts as advisor, as well as funds for which the Trustee and its affiliates
may receive compensation) rated either "AAAm" or "AAAmG" by S&P, and "AAA"
by Fitch or otherwise approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
Servicer, will not affect the qualification of the Trust Estate as a
REMIC;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States,
or any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) (except certain farmers' cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code
Section 1381(a)(2)(C) and (v) any other Person so designated by the Servicer
based on an Opinion of Counsel to the effect that any transfer to such Person
may cause the Trust or any other Holder of a Residual Certificate to incur tax
liability that would not be imposed other than on account of such transfer. The
terms "United States," "State" and "international organization" shall have the
meanings set forth in Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Physical Certificates: The Class 1-A-R, Class 1-B-4, Class 1-B-5,
Class 1-B-6, Class 2-B-4, Class 2-B-5, Class 2-B-6, Class 3-B-4, Class 3-B-5 and
Class 3-B-6 Certificates.
Plan: As defined in Section 6.02(e).
PO Percentage: As to any Discount Mortgage Loan, 100% minus the
Non-PO Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO Principal Amount: As to any Distribution Date and Loan Group, the
sum of the applicable PO Percentage of (a) the principal portion of each Monthly
Payment due on each Mortgage Loan in such Loan Group on the related Due Date,
(b) the Stated Principal Balance, as of the date of repurchase, of each Mortgage
Loan in such Loan Group that was repurchased by the Depositor pursuant to this
Agreement as of such Distribution Date, (c) any Substitution Adjustment Amount
in connection with any Defective Mortgage Loan in such Loan Group received with
respect to such Distribution Date, (d) any Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans in such Loan Group that are not yet
Liquidated Mortgage Loans received during the calendar month preceding the month
of such Distribution Date, (e) with respect to each Mortgage Loan in such Loan
Group that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan during the
calendar month preceding the month of such Distribution Date with respect to
such Mortgage Loan and (f) all Principal Prepayments received on the Mortgage
Loans in such Loan Group received during the calendar month preceding the month
of such Distribution Date.
Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the aggregate of (A) the interest
portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the
Servicing Fee) and the principal portion of any Monthly Payment on a Mortgage
Loan in such Loan Group due on the Due Date in the month in which such
Distribution Date occurs and which is received prior to the related
Determination Date and (B) all Periodic Advances and payments of Compensating
Interest made by the Servicer in respect of such Loan Group and Distribution
Date deposited to the Servicer Custodial Account pursuant to Section
3.08(b)(vii); (ii) all Liquidation Proceeds received on the Mortgage Loans in
such Loan Group during the preceding calendar month and deposited to the
Servicer Custodial Account pursuant to Section 3.08(b)(iii); (iii) all Principal
Prepayments received on the Mortgage Loans in such Loan Group during the month
preceding the month of such Distribution Date and deposited to the Servicer
Custodial Account pursuant to Section 3.08(b)(i) during such period; (iv) in
connection with Defective Mortgage Loans in such Loan Group, as applicable, the
aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited
on the related Remittance Date pursuant to Section 3.08(b)(vi); and (v) any
other amounts in the Servicer Custodial Account deposited therein pursuant to
Sections 3.08(b)(iv), (v) and (viii) in respect of such Distribution Date and
such Loan Group; over (b) any (i) amounts permitted to be withdrawn from the
Servicer Custodial Account pursuant to clauses (i) through (vii), inclusive, of
Section 3.11(a) in respect of such Loan Group and (ii) amounts permitted to be
withdrawn from the related Certificate Account pursuant to clauses (i) and (ii)
of Section 3.11(b) in respect of such Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and Loan
Group, the aggregate Stated Principal Balances of all Mortgage Loans in such
Loan Group that were Outstanding Mortgage Loans immediately following the Due
Date in the month of such Distribution Date.
Premium Mortgage Loan: Any Group 1 Premium Mortgage Loan, Group 2
Premium Mortgage Loan or Group 3 Premium Mortgage Loan.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding such Distribution Date, the amount, if any, by which one month's
interest at the related Mortgage Interest Rate (net of the Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.
Primary Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan,
in each case issued by an insurer acceptable to FNMA or FHLMC.
Principal-Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class A-PO
Certificates are the only Principal-Only Certificates.
Principal Prepayment: Any payment or other recovery of principal on
a Mortgage Loan (other than Liquidation Proceeds) which is received in advance
of its scheduled Due Date and is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Priority Amount: As to any Distribution Date, the lesser of (i) the
Class Certificate Balance of the Class 1-A-8 Certificates and (ii) the product
of (a) the Shift Percentage, (b) the Priority Percentage and (c) the Non-PO
Principal Amount for Group 1.
Priority Percentage: As to any Distribution Date, the percentage
equivalent (carried to six places rounded up) of a fraction the numerator of
which is the Class Certificate Balance of the Class 1-A-8 Certificates
immediately prior to such date and the denominator of which is the aggregate of
the Class Certificate Balances of all Classes of Certificates of Group 1
immediately prior to such date.
Private Certificates: The Class 1-B-4, Class 1-B-5, Class 1-B-6,
Class 2-B-4, Class 2-B-5, Class 2-B-6, Class 3-B-4, Class 3-B-5, Class 3-B-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates of a Group that is not a Restricted Class, the portion
of the Subordinate Principal Distribution Amount for such Group allocable to
such Class, equal to the product of the Subordinate Principal Distribution
Amount for such Group for such Distribution Date and a fraction, the numerator
of which is the related Class Certificate Balance thereof and the denominator of
which is the aggregate Class Certificate Balance of the Subordinate Certificates
of such Group that are not Restricted Classes. The Pro Rata Share of a
Restricted Class shall be 0%.
Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of FNMA or FHLMC.
Rating Agency: Each of Fitch and S&P. If either such organization or
a successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating or rating category of a Rating
Agency shall mean such rating category without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Record Date: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month of the related
Distribution Date.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Related Group: For Loan Group 1, Group 1, for Loan Group 2, Group 2
and Loan Group 3, Group 3.
Related Loan Group: For Group 1, Loan Group 1, for Group 2, Loan
Group 2 and for Group 3, Loan Group 3.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act, the amount, if any, by which (i) interest
collectible on such Mortgage Loan for the most recently ended calendar month is
less than (ii) interest accrued pursuant to the terms of the Mortgage Note on
the same principal amount and for the same period as the interest collectible on
such Mortgage Loan for the most recently ended calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity date"
of the Regular Certificates as that term is defined in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as the foregoing may be in effect from
time to time, as well as provisions of applicable state laws.
Remittance Date: As to any Distribution Date, by 2:00 p.m. Eastern
time on the Business Day immediately preceding such Distribution Date.
REO Disposition Period: As defined in Section 3.14.
REO Proceeds: Proceeds, net of any related expenses of the Servicer,
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which are received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Repurchase Price: As to any Defective Mortgage Loan repurchased on
any date pursuant to Sections 2.02 or 2.04, an amount equal to the sum of (i)
the unpaid principal balance thereof and (ii) the unpaid accrued interest
thereon at the applicable Mortgage Interest Rate from the Due Date to which
interest was last paid by the Mortgagor to the first day of the month following
the month in which such Mortgage Loan became eligible to be repurchased.
Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian on behalf of the Trustee, substantially
in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.
Residual Certificate: The Class 1-A-R Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor thereto.
Seller: Bank of America, N.A., a national banking association, or
its successor in interest, as seller of the Mortgage Loans under the Mortgage
Loan Purchase Agreement.
Senior Certificates: The Class A Certificates.
Senior Credit Support Depletion Date: As to each Group, the date on
which the aggregate Class Certificate Balance of the Subordinate Certificates of
such Group is reduced to zero.
Senior Percentage: With respect to any Distribution Date and Group,
the percentage, carried six places rounded up, obtained by dividing the
aggregate Class Certificate Balance of the Senior Certificates of such Group
immediately prior to such Distribution Date by the aggregate Class Certificate
Balance of all Classes of Certificates of such Group immediately prior to such
Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and Group
during the five years beginning on the first Distribution Date, 100%. The Senior
Prepayment Percentage for any Group for any Distribution Date occurring on or
after the fifth anniversary of the first Distribution Date will, except as
provided herein, be as follows: for any Distribution Date in the first year
thereafter, the Senior Percentage for such Group plus 70% of the Subordinate
Percentage for such Group for such Distribution Date; for any Distribution Date
in the second year thereafter, the Senior Percentage for such Group plus 60% of
the Subordinate Percentage for such Group for such Distribution Date; for any
Distribution Date in the third year thereafter, the Senior Percentage for such
Group plus 40% of the Subordinate Percentage for such Group for such
Distribution Date; for any Distribution Date in the fourth year thereafter, the
Senior Percentage for such Group plus 20% of the Subordinate Percentage for such
Group for such Distribution Date; and for any Distribution Date in the fifth or
later years thereafter, the Senior Percentage for such Group for such
Distribution Date (unless on any of the foregoing Distribution Dates the Senior
Percentage for such Group exceeds the initial Senior Percentage for such Group,
in which case the Senior Prepayment Percentage for such Group for such
Distribution Date will once again equal 100%). Notwithstanding the foregoing, no
decrease in the Senior Prepayment Percentage for such Group will occur unless
both of the Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution Date
and Group, the sum of (i) the Senior Percentage of the applicable Non-PO
Percentage for such Group of all amounts described in clauses (a) through (d) of
the definition of "Non-PO Principal Amount" for such Distribution Date and
Related Loan Group and (ii) the Senior Prepayment Percentage of the applicable
Non-PO Percentage for such Group of the amounts described in clauses (e) and (f)
of the definition of "Non-PO Principal Amount" for such Distribution Date and
Related Loan Group.
Senior Step Down Conditions: As of any Distribution Date and Group
as to which any decrease in the Senior Prepayment Percentage for such Group
applies, (i) the outstanding principal balance of all Mortgage Loans in the
Related Loan Group (including, for this purpose, any Mortgage Loans in
foreclosure or any REO Property) delinquent 60 days or more (averaged over the
preceding six month period), as a percentage of the aggregate Class Certificate
Balance of the Subordinate Certificates of such Group (averaged over the
preceding six-month period), is not equal to or greater than 50% or (ii)
cumulative Realized Losses with respect to the Mortgage Loans in the Related
Loan Group as of the applicable Distribution Date do not exceed the percentages
of the Original Subordinate Certificate Balance for such Group set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring Certificate Balance
--------------------------- -------------------
March 2007 through February 2008 30%
March 2008 through February 2009 35%
March 2009 through February 2010 40%
March 2010 through February 2011 45%
March 2011 and thereafter 50%
Servicer: Bank of America, N.A., a national banking association, or
its successor in interest, in its capacity as servicer of the Mortgage Loans, or
any successor servicer appointed as herein provided.
Servicer Advance Date: As to any Distribution Date, 11:30 a.m.,
Eastern time, on the Business Day immediately preceding such Distribution Date.
Servicer Custodial Account: The separate Eligible Account or
Accounts created and maintained by the Servicer pursuant to Section 3.08(b).
Servicer's Certificate: The monthly report required by Section 4.01.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Servicer of its
servicing obligations, including, but not limited to (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) expenses reimbursable
to the Servicer pursuant to Section 3.14 and any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations under Section 3.12.
Servicing Fee: With respect to each Mortgage Loan and Distribution
Date, the amount of the fee payable to the Servicer, which shall, for such
Distribution Date, be equal to one-twelfth of the product of the Servicing Fee
Rate with respect to such Mortgage Loan and the Stated Principal Balance of such
Mortgage Loan, subject to reduction as provided in Section 3.17. Such fee shall
be payable monthly, computed on the basis of the same Stated Principal Balance
and period respecting which any related interest payment on a Mortgage Loan is
computed. The Servicer's right to receive the Servicing Fee is limited to, and
payable solely from, the interest portion (including recoveries with respect to
interest from Liquidation Proceeds and other proceeds, to the extent permitted
by Section 3.11) of related Monthly Payments collected by the Servicer, or as
otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan in the
Related Loan Group, the per annum rate equal to (i) the related Mortgage
Interest Rate less (ii) the sum of 6.500% for Group 1, 6.500% for Group 2 and
6.000% for Group 3 and the Trustee Fee Rate; provided, however, that the
Servicing Fee Rate shall not be less than 0.25% per annum with respect to any
Mortgage Loan.
Servicing File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit J hereto, and any additional documents required to be
added to the Servicing File pursuant to the Agreement.
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished to the Trustee by the
Servicer, as such list may from time to time be amended.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Shift Percentage
------------------------------ ----------------
March 2002 through February 2007 0%
March 2007 through February 2008 30%
March 2008 through February 2009 40%
March 2009 through February 2010 60%
March 2010 through February 2011 80%
March 2011 and thereafter 100%
Similar Law: As defined in Section 6.02(e).
Stated Principal Balance: As to any Mortgage Loan and date, the
unpaid principal balance of such Mortgage Loan as of the Due Date immediately
preceding such date as specified in the amortization schedule at the time
relating thereto (before any adjustment to such amortization schedule by reason
of any moratorium or similar waiver or grace period) after giving effect to any
previous partial Principal Prepayments and Liquidation Proceeds allocable to
principal (other than with respect to any Liquidated Mortgage Loan) and to the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor, and after giving effect to any Deficient
Valuation.
Subordinate Certificates: The Class B Certificates.
Subordinate Percentage: As of any Distribution Date and Group, 100%
minus the Senior Percentage for such Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and
Group, 100% minus the Senior Prepayment Percentage for such Group for such
Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Group, an amount equal to the sum of (i) the Subordinate
Percentage for such Group of the applicable Non-PO Percentage of all amounts
described in clauses (a) through (d) of the definition of "Non-PO Principal
Amount" for such Distribution Date and Related Loan Group and (ii) the
Subordinate Prepayment Percentage of the applicable Non-PO Percentage of the
amounts described in clauses (e) and (f) of the definition of "Non-PO Principal
Amount" for such Distribution Date and Related Loan Group.
Subservicer: Any Person with which the Servicer has entered into a
Subservicing Agreement and which satisfies the requirements set forth therein.
Subservicing Agreement: Any subservicing agreement (which, in the
event the Subservicer is an affiliate of the Servicer, need not be in writing)
between the Servicer and any Subservicer relating to servicing and/or
administration of certain Mortgage Loans as provided in Section 3.02.
Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the date of such substitution (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Monthly Payment due in the month of substitution, not in excess of, and not more
than 10% less than, the Stated Principal Balance of the Defective Mortgage Loan;
(ii) have a Net Mortgage Interest Rate equal to that of the Defective Mortgage
Loan; (iii) have a Loan-to-Value Ratio not higher than that of the Defective
Mortgage Loan; (iv) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Defective Mortgage Loan; and (v)
comply with each Mortgage Loan representation and warranty set forth in the Sale
Agreement relating to the Defective Mortgage Loan. More than one Substitute
Mortgage Loan may be substituted for a Defective Mortgage Loan if such
Substitute Mortgage Loans meet the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement.
Trust Estate: The corpus of the Trust created to the extent
described herein, consisting of the Mortgage Loans, such assets as shall from
time to time be identified as deposited in the Servicer Custodial Account or the
Certificate Accounts, in accordance with this Agreement, REO Property, the
Primary Insurance Policies and any other Required Insurance Policy.
Trustee: The Bank of New York, and its successors-in-interest and,
if a successor trustee is appointed hereunder, such successor, as trustee.
Trustee Fee: As to any Distribution Date and Loan Group, an amount
equal to one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated
Principal Balance of the Mortgage Loans in the Related Loan Group immediately
following the Due Date in the month preceding the month in which such
Distribution Date occurs.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0030% per
annum.
Underwriting Guidelines: The underwriting guidelines of Bank of
America, X.X.
X.X. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holder of
the Residual Certificate and (b) the remaining Voting Rights shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.
Section 1.02 Interest Calculations. All calculations of interest
will be made on a 360-day year consisting of twelve 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest xxxxx with one-half
of one xxxxx being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust
for the benefit of the Certificateholders, without recourse, all the right,
title and interest of the Depositor in and to the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans (other
than payments of principal and interest due and payable on the Mortgage Loans on
or before the Cut-Off Date). The foregoing sale, transfer, assignment and set
over does not and is not intended to result in a creation of an assumption by
the Trustee of any obligation of the Depositor or any other Person in connection
with the Mortgage Loans or any agreement or instrument relating thereto, except
as specifically set forth herein.
(b) In connection with such transfer and assignment, the Depositor
has delivered or caused to be delivered to the Trustee, for the benefit of the
Certificateholders, the following documents or instruments with respect to each
Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of The Bank of New
York, as Trustee, without recourse," with all necessary intervening
endorsements showing a complete chain of endorsement from the originator
to the Trustee (each such endorsement being sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note);
(ii) except as provided below, the original recorded Mortgage with
evidence of a recording thereon, or if any such Mortgage has not been
returned from the applicable recording office or has been lost, or if such
public recording office retains the original recorded Mortgage, a copy of
such Mortgage certified by the Depositor as being a true and correct copy
of the Mortgage;
(iii) subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "The Bank of New York, as trustee for
the holders of the Bank of America Mortgage Securities, Inc. Mortgage
Pass-Through Certificates, Series 2002-2" (which may be included in a
blanket assignment or assignments), together with, except as provided
below, originals of all interim recorded assignments of such mortgage or a
copy of such interim assignment certified by the Depositor as being a true
and complete copy of the original recorded intervening assignments of
Mortgage (each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been returned from the
applicable public recording office, such Assignment of Mortgage may
exclude the information to be provided by the recording office; and
provided, further, if the related Mortgage has been recorded in the name
of Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no Assignment of Mortgage in favor of the Trustee will be
required to be prepared or delivered and instead, the Servicer shall take
all actions as are necessary to cause the Trust to be shown as the owner
of the related Mortgage Loan on the records of MERS for purposes of the
system of recording transfers of beneficial ownership of mortgages
maintained by MERS;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v) the original or duplicate original mortgagee title insurance
policy and all riders thereto;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence of
recording indicated thereon, or, if the lease is in the process of being
recorded, a photocopy of the lease, certified by an officer of the
respective prior owner of such Mortgage Loan or by the applicable title
insurance company, closing/settlement/escrow agent or company or closing
attorney to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the originals
of the following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee with
evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank and has caused the Servicer to retain the completed Assignment of Mortgage
for recording as described below, unless such Mortgage has been recorded in the
name of MERS or its designee. In addition, if the Depositor is unable to deliver
or cause the delivery of any original Mortgage Note due to the loss of such
original Mortgage Note, the Depositor may deliver a copy of such Mortgage Note,
together with a lost note affidavit, and shall thereby be deemed to have
satisfied the document delivery requirements of this Section 2.01(b). As set
forth on Exhibit L attached hereto is a list of all states where recordation is
required by either Rating Agency to obtain the initial ratings of the
Certificates. The Trustee may rely and shall be protected in relying upon the
information contained in such Exhibit L.
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy (together with all riders thereto) satisfying the
requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy has
not been delivered to either the Servicer or the Depositor by the applicable
title insurer in the case of clause (v) above, the Depositor shall promptly
deliver or cause to be delivered to the Trustee or the Custodian on behalf of
the Trustee, in the case of clause (ii), (iii) or (iv) above, such Mortgage,
such interim assignment or such assumption, modification, consolidation or
extension agreement, as the case may be, with evidence of recording indicated
thereon upon receipt thereof from the public recording office, but in no event
shall any such delivery of any such documents or instruments be made later than
one year following the Closing Date, unless, in the case of clause (ii), (iii)
or (iv) above, there has been a continuing delay at the applicable recording
office or, in the case of clause (v), there has been a continuing delay at the
applicable insurer and the Depositor has delivered the Officer's Certificate to
such effect to the Trustee. The Depositor shall forward or cause to be forwarded
to the Trustee (1) from time to time additional original documents evidencing an
assumption or modification of a Mortgage Loan and (2) any other documents
required to be delivered by the Depositor or the Servicer to the Trustee or the
Custodian on the Trustee's behalf. In the event that the original Mortgage is
not delivered and in connection with the payment in full of the related Mortgage
Loan the public recording office requires the presentation of a "lost
instruments affidavit and indemnity" or any equivalent document, because only a
copy of the Mortgage can be delivered with the instrument of satisfaction or
reconveyance, the Servicer shall prepare, execute and deliver or cause to be
prepared, executed and delivered, on behalf of the Trust, such a document to the
public recording office.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the Servicer shall
(except for any Mortgage which has been recorded in the name of MERS or its
designee) (I) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within 30
days of the Closing Date and (II) at the Depositor's expense, cause to be
delivered for recording in the appropriate public office for real property
records the Assignments of the Mortgages to the Trustee, except that, with
respect to any Assignment of a Mortgage as to which the Servicer has not
received the information required to prepare such assignment in recordable form,
the Servicer's obligation to do so and to deliver the same for such recording
shall be as soon as practicable after receipt of such information and in any
event within 30 days after the receipt thereof and, no recording of an
Assignment of Mortgage will be required in a state if either (i) the Depositor
furnishes to the Trustee an unqualified Opinion of Counsel reasonably acceptable
to the Trustee to the effect that recordation of such assignment is not
necessary under applicable state law to preserve the Trustee's interest in the
related Mortgage Loan against the claim of any subsequent transferee of such
Mortgage Loan or any successor to, or creditor of, the Depositor or the
originator of such Mortgage Loan or (ii) the recordation of an Assignment of
Mortgage in such state is not required by either Rating Agency in order to
obtain the initial ratings on the Certificates on the Closing Date.
In the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee, or the Custodian on the Trustee's behalf, will cause the Servicer
to deposit in the Servicer Custodial Account the portion of such payment that is
required to be deposited in the Servicer Custodial Account pursuant to Section
3.08.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or the Custodian as its agent, will hold the documents referred to in
Section 2.01 and the other documents delivered to it constituting the Mortgage
Files, and that it will hold such other assets as are included in the Trust
Estate, in trust for the exclusive use and benefit of all present and future
Certificateholders.
Within 90 days after the execution and delivery of this Agreement,
the Trustee shall review, or cause the Custodian to review, the Mortgage Files
in its possession. If, in the course of such review, the Trustee or the
Custodian finds any document constituting a part of a Mortgage File which does
not meet the requirements of Section 2.01 or is omitted from such Mortgage File,
the Trustee shall promptly so notify the Servicer and the Depositor, or shall
cause the Custodian to promptly so notify the Servicer and the Depositor. In
performing any such review, the Trustee or the Custodian may conclusively rely
on the purported genuineness of any such document and any signature thereon. It
is understood that the scope of the Trustee's or the Custodian's review of the
Mortgage Files is limited solely to confirming that the documents listed in
Section 2.01 have been received and further confirming that any and all
documents delivered pursuant to Section 2.01 appear on their face to have been
executed and relate to the Mortgage Loans identified in the Mortgage Loan
Schedule. Neither the Trustee nor the Custodian shall have any responsibility
for determining whether any document is valid and binding, whether the text of
any assignment or endorsement is in proper or recordable form, whether any
document has been recorded in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. The Depositor hereby covenants and agrees that it will promptly
correct or cure such defect within 90 days from the date it was so notified of
such defect and, if the Depositor does not correct or cure such defect within
such period, the Depositor will either (a) substitute for the related Mortgage
Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth below or (b) purchase such
Mortgage Loan from the Trustee at the Repurchase Price for such Mortgage Loan;
provided, however, that in no event shall such a substitution occur more than
two years from the Closing Date; provided, further, that such substitution or
repurchase shall occur within 90 days of when such defect was discovered if such
defect will cause the Mortgage Loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan the Depositor shall
deliver to the Trustee, for the benefit of the Certificateholders, the Mortgage
Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage
which has been recorded in the name of MERS or its designee), and such other
documents and agreements as are otherwise required by Section 2.01, with the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to any such
Substitute Mortgage Loan in the month of substitution shall not be part of the
Trust Estate and will be retained by the Depositor. For the month of
substitution, distributions to Certificateholders will include the Monthly
Payment due for such month on any Defective Mortgage Loan for which the
Depositor has substituted a Substitute Mortgage Loan.
The Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of each Mortgage Loan that has
become a Defective Mortgage Loan and the substitution of the Substitute Mortgage
Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee and the Custodian. Upon such substitution, each Substitute
Mortgage Loan shall be subject to the terms of this Agreement in all respects,
and the Depositor shall be deemed to have made to the Trustee with respect to
such Substitute Mortgage Loan, as of the date of substitution, the
representations and warranties made pursuant to Section 2.04. Upon any such
substitution and the deposit to the Servicer Custodial Account of any required
Substitution Adjustment Amount (as described in the next paragraph) and receipt
of a Request for Release, the Trustee shall release, or shall direct the
Custodian to release, the Mortgage File relating to such Defective Mortgage Loan
to the Depositor and shall execute and deliver at the Depositor's direction such
instruments of transfer or assignment prepared by the Depositor, in each case
without recourse, as shall be necessary to vest title in the Depositor, or its
designee, to the Trustee's interest in any Defective Mortgage Loan substituted
for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount
(if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans in a Loan Group as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Defective Mortgage Loans in such
Loan Group (after application of the principal portion of the Monthly Payments
due in the month of substitution) (the "Substitution Adjustment Amount" for such
Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances
with respect to such Defective Mortgage Loans shall be deposited into the
applicable Certificate Account by the Depositor on or before the Remittance Date
for the Distribution Date in the month succeeding the calendar month during
which the related Mortgage Loan is required to be purchased or replaced
hereunder.
The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. The Servicer shall promptly deliver
to the Trustee, upon the execution or, in the case of documents requiring
recording, receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into the Servicer's possession from time
to time.
It is understood and agreed that the obligation of the Depositor to
substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee and any Certificateholder against the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall be
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine that they are
genuine, enforceable, or appropriate for the represented purpose or that they
are other than what they purport to be on their face or (ii) to determine
whether any Mortgage File should include any of the documents specified in
Section 2.01(b)(iv), (vi), (vii) and (viii).
Section 2.03 Representations, Warranties and Covenants of the
Servicer. The Servicer hereby makes the following representations and warranties
to the Depositor and the Trustee, as of the Closing Date:
(i) The Servicer is a national banking association duly organized,
validly existing, and in good standing under the federal laws of the
United States of America and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good
standing in each of the states where a Mortgaged Property is located if
the laws of such state require licensing or qualification in order to
conduct business of the type conducted by the Servicer. The Servicer has
power and authority to execute and deliver this Agreement and to perform
in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant
to this Agreement) by the Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law.
All requisite corporate action has been taken by the Servicer to make this
Agreement valid and binding upon the Servicer in accordance with its
terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the Servicer is required or, if required, such
consent, approval, authorization or order has been or will, prior to the
Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer and will
not result in the breach of any term or provision of the charter or
by-laws of the Servicer or result in the breach of any term or provision
of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any agreement, indenture or loan or
credit agreement or other instrument to which the Servicer or its property
is subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is
subject.
(iv) There is no action, suit, proceeding or investigation pending
or, to the best knowledge of the Servicer, threatened against the Servicer
which, either individually or in the aggregate, would result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Servicer, or in any material impairment of the
right or ability of the Servicer to carry on its business substantially as
now conducted or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Servicer contemplated herein, or
which would materially impair the ability of the Servicer to perform under
the terms of this Agreement.
The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as to
the Mortgage Loans. The Depositor hereby represents and warrants to the Trustee
with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as
of the date hereof or such other date set forth herein that as of the Closing
Date:
(i) The information set forth in the Mortgage Loan Schedule is true
and correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges affecting the
lien priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage, and which have
been delivered to the Trustee; the substance of any such waiver,
alteration or modification has been approved by the insurer under the
Primary Insurance Policy, if any, the title insurer, to the extent
required by the related policy, and is reflected on the Mortgage Loan
Schedule. No instrument of waiver, alteration or modification has been
executed, and no Mortgagor has been released, in whole or in part, except
in connection with an assumption agreement approved by the insurer under
the Primary Insurance Policy, if any, the title insurer, to the extent
required by the policy, and which assumption agreement has been delivered
to the Trustee.
(iv) The Mortgage Note and the Mortgage are not subject to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto.
(v) All buildings upon the Mortgaged Property are insured by an
insurer generally acceptable to prudent mortgage lending institutions
against loss by fire, hazards of extended coverage and such other hazards
as are customary in the area the Mortgaged Property is located, pursuant
to insurance policies conforming to the requirements of Customary
Servicing Procedures and this Agreement. All such insurance policies
contain a standard mortgagee clause naming the originator of the Mortgage
Loan, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a
flood hazard map or flood insurance rate map issued by the Federal
Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
FNMA or FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(vi) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protections, equal credit
opportunity or disclosure laws applicable to the origination and servicing
of Mortgage Loan have been complied with.
(vii) The Mortgage has not been satisfied, canceled, subordinated or
rescinded, in whole or in part (other than as to Principal Prepayments in
full which may have been received prior to the Closing Date), and the
Mortgaged Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would effect
any such satisfaction, cancellation, subordination, rescission or release.
(viii) The Mortgage is a valid, existing and enforceable first lien
on the Mortgaged Property, including all improvements on the Mortgaged
Property subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of the public
record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and
which do not adversely affect the Appraised Value of the Mortgaged
Property, (C) if the Mortgaged Property consists of Co-op Shares, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation, and (D) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of
the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid, existing and enforceable first lien and first priority security
interest on the property described therein and the Depositor has the full
right to sell and assign the same to the Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the enforcement
of the rights of creditors and (B) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law.
(x) All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
have been duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully disbursed to
or for the account of the Mortgagor and there is no obligation for the
Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with.
All costs fees and expenses incurred in making or closing the Mortgage
Loan and the recording of the Mortgage have been paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due to the Mortgagee
pursuant to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, all parties which
have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held and disposed of such interest, were) in compliance with any and all
applicable "doing business" and licensing requirements of the laws of the
state wherein the Mortgaged Property is located.
(xiii) The Mortgage Loan is covered by an ALTA lender's title
insurance policy, acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (viii)(A) and (B) above) the Seller, its
successors and assigns as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan. The Depositor is the
sole insured of such lender's title insurance policy, and such lender's
title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender's title
insurance policy, and the Depositor has not done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy.
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or
event of acceleration, and the Seller has not waived any default, breach,
violation or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there had
been no mechanics' or similar liens or claims filed for work, labor or
material (and no rights are outstanding that under law could give rise to
such lien) affecting the relating Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the related
Mortgage.
(xvi) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and
no improvements on adjoining properties encroach upon the Mortgaged
Property.
(xvii) The Mortgage Loan was originated by a commercial bank or
similar banking institution which is supervised and examined by a federal
or state authority, or by a mortgagee approved by the Secretary of HUD.
(xviii) Principal payments on the Mortgage Loan commenced no more
than sixty days after the proceeds of the Mortgaged Loan were disbursed.
The Mortgage Loans are 30-year fixed rate mortgage loans having an
original term to maturity of not more than 30 years, with interest payable
in arrears on the first day of the month. Each Mortgage Note requires a
monthly payment which is sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate. The Mortgage Note does not permit
negative amortization.
(xix) There is no proceeding pending or, to the Depositor's
knowledge, threatened for the total or partial condemnation of the
Mortgaged Property and such property is in good repair and is undamaged by
waste, fire, earthquake or earth movement, windstorm, flood, tornado or
other casualty, so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the
premises were intended.
(xx) The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property
of the benefits of the security provided thereby, including (A) in the
case of a Mortgage designated as a deed of trust, by trustee's sale, and
(B) otherwise by judicial foreclosure. To the best of the Depositor's
knowledge, following the date of origination of the Mortgage Loan, the
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection
under applicable bankruptcy laws. There is no homestead or other exemption
or right available to the Mortgagor or any other person which would
interfere with the right to sell the Mortgaged Property at a trustee's
sale or the right to foreclose the Mortgage.
(xxi) The Mortgage Note and Mortgage are on forms acceptable to FNMA
or FHLMC.
(xxii) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (viii) above.
(xxiii) The Mortgage File contains an appraisal of the related
Mortgaged Property, in a form acceptable to FNMA or FHLMC and such
appraisal complies with the requirements of FIRREA, and was made and
signed, prior to the approval of the Mortgage Loan application, by a
Qualified Appraiser.
(xxiv) In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves, and no fees or expenses are
or will become payable by the Trustee to the trustee under the deed of
trust, except in connection with a trustee's sale after default by the
Mortgagor.
(xxv) No Mortgage Loan is a graduated payment mortgage loan, no
Mortgage Loan has a shared appreciation or other contingent interest
feature, and no Mortgage Loan contains any "buydown" provision.
(xxvi) The Mortgagor has received all disclosure materials required
by applicable law with respect to the making of mortgage loans of the same
type as the Mortgage Loan and rescission materials required by applicable
law if the Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Mortgage Loan with a Loan-to-Value Ratio at origination
in excess of 80% will be subject to a Primary Insurance Policy, issued by
an insurer acceptable to FNMA or FHLMC, which insures that portion of the
Mortgage Loan in excess of the portion of the Appraised Value of the
Mortgaged Property required by FNMA. All provisions of such Primary
Insurance Policy have been and are being complied with, such policy is in
full force and effect, and all premiums due thereunder have been paid. Any
Mortgage subject to any such Primary Insurance Policy obligates the
Mortgagor thereunder to maintain such insurance and to pay all premiums
and charges in connection therewith at least until Loan-to-Value Ratio of
such Mortgage Loan is reduced to less than 80%. The Mortgage Interest Rate
for the Mortgage Loan does not include any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the date of
origination of the Mortgage Loan, (A) the Mortgaged Property is lawfully
occupied under applicable law, (B) all inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of
occupancy, have been made or obtained from the appropriate authorities and
(C) no improvement located on or part of the Mortgaged Property is in
violation of any zoning law or regulation.
(xxix) The Assignment of Mortgage (except with respect to any
Mortgage that has been recorded in the name of MERS or its designee) is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-Off Date for
such Mortgage Loan under the terms of the Mortgage Note have been made and
no Mortgage Loan has been more than 30 days delinquent more than once in
the twelve month period immediately prior to the Cut-Off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or Servicer
is in possession of a complete Mortgage File except for the documents
which have been delivered to the Trustee or which have been submitted for
recording and not yet returned.
(xxxii) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of the
Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
Depositor and the Depositor had good and marketable title thereto, and the
Depositor had full right to transfer and sell the Mortgage Loans to the
Trustee free and clear of any encumbrance, participation interest, lien,
equity, pledge, claim or security interest and had full right and
authority subject to no interest or participation in, or agreement with
any other party to sell or otherwise transfer the Mortgage Loans.
(xxxiii) Any future advances made prior to the Cut-Off Date have
been consolidated with the outstanding principal amount secured by the
Mortgage, and the secured principal amount, as consolidated, bears a
single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having
first lien priority by a title insurance policy, an endorsement to the
policy insuring the mortgagee's consolidated interest or by other title
evidence acceptable to FNMA and FHLMC. The consolidated principal amount
does not exceed the original principal amount of the Mortgage Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with the
applicable Underwriting Guidelines in effect at the time of origination
with exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in the rent other than pre-established increases
set forth in the lease; (4) the original term of such lease in not less
than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the
Mortgaged Property is located in a jurisdiction in which the use of
leasehold estates in transferring ownership in residential properties is a
widely accepted practice.
(xxxvi) The Mortgaged Property is located in the state identified in
the Mortgage Loan Schedule and consists of a parcel of real property with
a detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit, or an individual
unit in a planned unit development, or, in the case of Mortgage Loans
secured by Co-op Shares, leases or occupancy agreements; provided,
however, that any condominium project or planned unit development
generally conforms with the applicable Underwriting Guidelines regarding
such dwellings, and no residence or dwelling is a mobile home or a
manufactured dwelling.
(xxxvii) The Depositor used no adverse selection procedures in
selecting the Mortgage Loan for inclusion in the Trust Estate.
(xxxviii) Each Mortgage Loan is a "qualified mortgage" within
Section 860G(a)(3) of the Code.
(xxxix) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trustee in place of the related Mortgage Note,
the related Mortgage Note is no longer in existence.
Notwithstanding the foregoing, no representations or warranties are
made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, Person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.
Upon discovery by either the Depositor, the Servicer, the Trustee or
the Custodian that any of the representations and warranties set forth in this
Section 2.04 is not accurate (referred to herein as a "breach") and that such
breach materially and adversely affects the interests of the Certificateholders
in the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties (any Custodian being so obligated
under a Custodial Agreement); provided that any such breach that causes the
Mortgage Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code shall be deemed to materially and adversely affect the
interests of the Certificateholders. Within 90 days of its discovery or its
receipt of notice of any such breach, the Depositor shall cure such breach in
all material respects or shall either (i) repurchase the Mortgage Loan or any
property acquired in respect thereof from the Trustee at a price equal to the
Repurchase Price or (ii) if within two years of the Closing Date, substitute for
such Mortgage Loan in the manner described in Section 2.02; provided that if the
breach would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such repurchase or substitution
must occur within 90 days from the date the breach was discovered. The
Repurchase Price of any repurchase described in this paragraph and the
Substitution Adjustment Amount, if any, shall be deposited in the applicable
Certificate Account. It is understood and agreed that the obligation of the
Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged
Property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, or to the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust hereunder.
Section 2.05 Designation of Interests in the REMIC. The Depositor
hereby designates the Classes of Class A Certificates (other than the Class A-PO
and Class 1-A-R Certificates) and the Classes of Class B Certificates and each
Component as "regular interests" and the Class 1-A-R Certificate as the single
class of "residual interest" in the REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of the REMIC within the meaning of Section
860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in the REMIC is March 25, 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.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans. For and on behalf
of the Certificateholders, the Servicer shall service and administer the
Mortgage Loans, all in accordance with the terms of this Agreement, Customary
Servicing Procedures, applicable law and the terms of the Mortgage Notes and
Mortgages. In connection with such servicing and administration, the Servicer
shall have full power and authority, acting alone and/or through Subservicers as
provided in Section 3.02, to do or cause to be done any and all things that it
may deem necessary or desirable in connection with such servicing and
administration including, but not limited to, the power and authority, subject
to the terms hereof, (a) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (b) to consent, with respect to the Mortgage Loans it
services, to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to
the Mortgage Loans it services, and (d) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage Loan
it services. The Servicer shall represent and protect the interests of the Trust
in the same manner as it protects its own interests in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting
the generality of the foregoing, the Servicer, in its own name or in the name of
any Subservicer or the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Servicer or any
Subservicer, as the case may be, believes it appropriate in its reasonable
judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans it services, and with
respect to the related Mortgaged Properties held for the benefit of the
Certificateholders. The Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either or
both of them as are necessary or appropriate to enable the Servicer to service
and administer the Mortgage Loans it services to the extent that the Servicer is
not permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon
the direction of the Servicer, shall promptly execute such documents and deliver
them to the Servicer.
In accordance with the standards of the preceding paragraph, the
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the Mortgage Loans it services, which Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
The costs incurred by the Servicer, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related insurance premiums
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The relationship of the Servicer (and of any successor to the
Servicer as servicer under this Agreement) to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
Section 3.02 Subservicing; Enforcement of the Obligations of
Servicer. (a) The Servicer may arrange for the subservicing of any Mortgage Loan
it services by a Subservicer pursuant to a Subservicing Agreement; provided,
however, that such subservicing arrangement and the terms of the related
Subservicing Agreement must provide for the servicing of such Mortgage Loan in a
manner consistent with the servicing arrangements contemplated hereunder.
Notwithstanding the provisions of any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, the Servicer shall remain obligated and liable to the Depositor,
the Trustee and the Certificateholders for the servicing and administration of
the Mortgage Loans it services in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering those Mortgage Loans. All
actions of each Subservicer performed pursuant to the related Subservicing
Agreement shall be performed as agent of the Servicer with the same force and
effect as if performed directly by the Servicer.
(b) For purposes of this Agreement, the Servicer shall be deemed to
have received any collections, recoveries or payments with respect to the
Mortgage Loans it services that are received by a Subservicer regardless of
whether such payments are remitted by the Subservicer to the Servicer.
(c) As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer engaged by the
Servicer under the related Subservicing Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect
on a Mortgage Loan. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The Servicer
shall pay the costs of such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is
directed.
(d) Any Subservicing Agreement entered into by the Servicer shall
provide that it may be assumed or terminated by the Trustee, if the Trustee has
assumed the duties of the Servicer, or any successor Servicer, at the Trustee's
or successor Servicer's option, as applicable, without cost or obligation to the
assuming or terminating party or the Trust Estate, upon the assumption by such
party of the obligations of the Servicer pursuant to Section 8.05.
Any Subservicing Agreement, and any other transactions or services
relating to the Mortgage Loans involving a Subservicer, shall be deemed to be
between the Servicer and such Subservicer alone, and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims
or rights of action against, rights, obligations, duties or liabilities to or
with respect to the Subservicer or its officers, directors or employees, except
as set forth in Section 3.01.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The
Servicer shall maintain, at its own expense, a blanket fidelity bond and an
errors and omissions insurance policy, with broad coverage on all officers,
employees or other persons acting in any capacity requiring such persons to
handle funds, money, documents or papers relating to the Mortgage Loans it
services. These policies must insure the Servicer against losses resulting from
dishonest or fraudulent acts committed by the Servicer's personnel, any
employees of outside firms that provide data processing services for the
Servicer, and temporary contract employees or student interns. Such fidelity
bond shall also protect and insure the Servicer against losses in connection
with the release or satisfaction of a Mortgage Loan without having obtained
payment in full of the indebtedness secured thereby. No provision of this
Section 3.03 requiring such fidelity bond and errors and omissions insurance
shall diminish or relieve the Servicer from its duties and obligations as set
forth in this Agreement. The minimum coverage under any such bond and insurance
policy shall be at least equal to the corresponding amounts required by FNMA in
the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' & Servicers' Guide,
as amended or restated from time to time, or in an amount as may be permitted to
the Servicer by express waiver of FNMA or FHLMC.
Section 3.04 Access to Certain Documentation. The Servicer shall
provide to the OTS and the FDIC and to comparable regulatory authorities
supervising Holders of Subordinate Certificates and the examiners and
supervisory agents of the OTS, the FDIC and such other authorities, access to
the documentation required by applicable regulations of the OTS and the FDIC
with respect to the Mortgage Loans. Such access shall be afforded without
charge, but only upon reasonable and prior written request and during normal
business hours at the offices designated by the Servicer. Nothing in this
Section 3.04 shall limit the obligation of the Servicer to observe any
applicable law and the failure of the Servicer to provide access as provided in
this Section 3.04 as a result of such obligation shall not constitute a breach
of this Section 3.04.
Section 3.05 Maintenance of Primary Insurance Policy; Claims. With
respect to each Mortgage Loan with a Loan-to-Value Ratio in excess of 80% or
such other Loan-to-Value Ratio as may be required by law, the Servicer
responsible for servicing such Mortgage Loan shall, without any cost to the
Trust Estate, maintain or cause the Mortgagor to maintain in full force and
effect a Primary Insurance Policy insuring that portion of the Mortgage Loan in
excess of a percentage in conformity with FNMA requirements. The Servicer shall
pay or shall cause the Mortgagor to pay the premium thereon on a timely basis,
at least until the Loan-to-Value Ratio of such Mortgage Loan is reduced to 80%
or such other Loan-to-Value Ratio as may be required by law. If such Primary
Insurance Policy is terminated, the Servicer shall obtain from another insurer a
comparable replacement policy, with a total coverage equal to the remaining
coverage of such terminated Primary Insurance Policy. If the insurer shall cease
to be an insurer acceptable to FNMA, the Servicer shall notify the Trustee in
writing, it being understood that the Servicer shall not have any responsibility
or liability for any failure to recover under the Primary Insurance Policy for
such reason. If the Servicer determines that recoveries under the Primary
Insurance Policy are jeopardized by the financial condition of the insurer, the
Servicer shall obtain from another insurer which meets the requirements of this
Section 3.05 a replacement insurance policy. The Servicer shall not take any
action that would result in noncoverage under any applicable Primary Insurance
Policy of any loss that, but for the actions of the Servicer, would have been
covered thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into pursuant to Section 3.13, the Servicer shall
promptly notify the insurer under the related Primary Insurance Policy, if any,
of such assumption or substitution of liability in accordance with the terms of
such Primary Insurance Policy and shall take all actions which may be required
by such insurer as a condition to the continuation of coverage under such
Primary Insurance Policy. If such Primary Insurance Policy is terminated as a
result of such assumption or substitution of liability, the Servicer shall
obtain a replacement Primary Insurance Policy as provided above.
In connection with its activities as servicer, the Servicer agrees
to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any Primary Insurance Policy in
a timely fashion in accordance with the terms of such Primary Insurance Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any Primary Insurance Policy respecting a defaulted Mortgage
Loan. Pursuant to Section 3.09(a), any amounts collected by the Servicer under
any Primary Insurance Policy shall be deposited in the related Escrow Account,
subject to withdrawal pursuant to Section 3.09(b).
The Servicer will comply with all provisions of applicable state and
federal law relating to the cancellation of, or collection of premiums with
respect to, Primary Mortgage Insurance, including, but not limited to, the
provisions of the Homeowners Protection Act of 1998, and all regulations
promulgated thereunder, as amended from time to time.
Section 3.06 Rights of the Depositor and the Trustee in Respect of
the Servicer. The Depositor may, but is not obligated to, enforce the
obligations of the Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Servicer
hereunder and in connection with any such defaulted obligation to exercise the
related rights of the Servicer hereunder; provided that the Servicer shall not
be relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee. Neither the Trustee nor the Depositor shall have
any responsibility or liability for any action or failure to act by the Servicer
nor shall the Trustee or the Depositor be obligated to supervise the performance
of the Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
Servicer alone, and the Trustee and Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.07.
The Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether the Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.
Section 3.07 Trustee to Act as Servicer. If the Servicer shall for
any reason no longer be the Servicer hereunder (including by reason of an Event
of Default), the Trustee shall thereupon, assume, if it so elects, or shall
appoint a successor Servicer to assume, all of the rights and obligations of the
Servicer hereunder arising thereafter (except that the Trustee shall not be (a)
liable for losses of the Servicer pursuant to Section 3.12 or any acts or
omissions of the predecessor Servicer hereunder, (b) obligated to make Advances
if it is prohibited from doing so by applicable law or (c) deemed to have made
any representations and warranties of the Servicer hereunder). Any such
assumption shall be subject to Section 7.02. If the Servicer shall for any
reason no longer be the Servicer (including by reason of any Event of Default),
the Trustee or the successor Servicer may elect to succeed to any rights and
obligations of the Servicer under each Subservicing Agreement or may terminate
each Subservicing Agreement. If it has elected to assume the Subservicing
Agreement, the Trustee or the successor Servicer shall be deemed to have assumed
all of the Servicer's interest therein and to have replaced the Servicer as a
party to any Subservicing Agreement entered into by the Servicer as contemplated
by Section 3.02 to the same extent as if the Subservicing Agreement had been
assigned to the assuming party except that the Servicer shall not be relieved of
any liability or obligations under any such Subservicing Agreement.
The Servicer that is no longer the Servicer hereunder shall, upon
request of the Trustee, but at the expense of the Servicer, deliver to the
assuming party all documents and records relating to each Subservicing Agreement
or substitute servicing agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected or held by it and otherwise
use its best efforts to effect the orderly and efficient transfer of such
substitute Subservicing Agreement to the assuming party.
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Account; and Certificate Accounts. (a) Continuously from the date
hereof until the principal and interest on all Mortgage Loans are paid in full,
the Servicer will proceed diligently, in accordance with this Agreement, to
collect all payments due under each of the Mortgage Loans it services when the
same shall become due and payable. Further, the Servicer will in accordance with
all applicable law and Customary Servicing Procedures ascertain and estimate
taxes, assessments, fire and hazard insurance premiums, mortgage insurance
premiums and all other charges with respect to the Mortgage Loans it services
that, as provided in any Mortgage, will become due and payable to the end that
the installments payable by the Mortgagors will be sufficient to pay such
charges as and when they become due and payable. Consistent with the foregoing,
the Servicer may in its discretion (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the prepayment of a
Mortgage Loan it services and (ii) extend the due dates for payments due on a
Mortgage Note for a period not greater than 120 days; provided, however, that
the Servicer cannot extend the maturity of any such Mortgage Loan past the date
on which the final payment is due on the latest maturing Mortgage Loan as of the
Cut-Off Date. In the event of any such arrangement, the Servicer shall make
Periodic Advances on the related Mortgage Loan in accordance with the provisions
of Section 3.20 during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. The Servicer shall not be required to institute or join in
litigation with respect to collection of any payment (whether under a Mortgage,
Mortgage Note or otherwise or against any public or governmental authority with
respect to a taking or condemnation) if it reasonably believes that enforcing
the provision of the Mortgage or other instrument pursuant to which such payment
is required is prohibited by applicable law.
(b) The Servicer shall establish and maintain the Servicer Custodial
Account. The Servicer shall deposit or cause to be deposited into the Servicer
Custodial Account, all on a daily basis within one Business Day of receipt,
except as otherwise specifically provided herein, the following payments and
collections remitted by Subservicers or received by the Servicer in respect of
the Mortgage Loans subsequent to the Cut-Off Date (other than in respect of
principal and interest due on the Mortgage Loans on or before the Cut-Off Date)
and the following amounts required to be deposited hereunder with respect to the
Mortgage Loans it services:
(i) all payments on account of principal of the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans, net
of the Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds, other
than Insurance Proceeds to be (1) applied to the restoration or repair of
the Mortgaged Property, (2) released to the Mortgagor in accordance with
Customary Servicing Procedures or (3) required to be deposited to an
Escrow Account pursuant to Section 3.09(a) and (B) any Insurance Proceeds
released from an Escrow Account pursuant to Section 3.09(b)(iv);
(iv) any amount required to be deposited by the Servicer pursuant to
Section 3.08(d) in connection with any losses on Permitted Investments
with respect to the Servicer Custodial Account;
(v) any amounts required to be deposited by the Servicer pursuant to
Section 3.14;
(vi) all Repurchase Prices and all Substitution Adjustment Amounts
received by the Servicer;
(vii) Periodic Advances made by the Servicer pursuant to Section
3.20 and any payments of Compensating Interest; and
(viii) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial
Account by the Servicer shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of
prepayment penalties, late payment charges or assumption fees, if collected,
need not be deposited by the Servicer. If the Servicer shall deposit in the
Servicer Custodial Account any amount not required to be deposited, it may at
any time withdraw or direct the institution maintaining the Servicer Custodial
Account to withdraw such amount from the Servicer Custodial Account, any
provision herein to the contrary notwithstanding. The Servicer Custodial Account
may contain funds that belong to one or more trust funds created for mortgage
pass-through certificates of other series and may contain other funds respecting
payments on mortgage loans belonging to the Servicer or serviced by the Servicer
on behalf of others. Notwithstanding such commingling of funds, the Servicer
shall keep records that accurately reflect the funds on deposit in the Servicer
Custodial Account that have been identified by it as being attributable to the
Mortgage Loans it services. The Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section 3.08. All funds
required to be deposited in the Servicer Custodial Account shall be held in
trust for the Certificateholders until withdrawn in accordance with Section
3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Accounts. The Trustee shall, promptly upon
receipt, deposit in the applicable Certificate Account and retain therein the
following:
(i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d) in
connection with any losses on Permitted Investments with respect to such
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to be
deposited in the applicable Certificate Account.
If the Servicer shall remit any amount not required to be remitted,
it may at any time direct the Trustee to withdraw such amount from the
applicable Certificate Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering an Officer's
Certificate to the Trustee which describes the amounts deposited in error in
such Certificate Account. All funds required to be deposited in the Certificate
Accounts shall be held by the Trustee in trust for the Certificateholders until
disbursed in accordance with this Agreement or withdrawn in accordance with
Section 3.11. In no event shall the Trustee incur liability for withdrawals from
the Certificate Accounts at the direction of a the Servicer.
(d) Each institution at which the Servicer Custodial Account or the
Certificate Accounts are maintained shall invest the funds therein as directed
in writing by the Servicer in Permitted Investments, which shall mature not
later than (i) in the case of the Servicer Custodial Account, the Business Day
next preceding the related Remittance Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Remittance Date) and
(ii) in the case of the Certificate Accounts, the Business Day next preceding
the Distribution Date (except that if such Permitted Investment is an obligation
of the institution that maintains such account, then such Permitted Investment
shall mature not later than such Distribution Date) and, in each case, shall not
be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income or gain (net of any losses) realized from any
such investment of funds on deposit in the Servicer Custodial Account shall be
for the benefit of the Servicer as servicing compensation and shall be retained
by it monthly as provided herein. All income or gain (net of any losses)
realized from any such investment of funds on deposit in the Certificate
Accounts shall be for the benefit of the Trustee as additional compensation and
shall be retained by it monthly as provided herein. The amount of any losses
realized in the Servicer Custodial Account or the Certificate Accounts incurred
in any such account in respect of any such investments shall promptly be
deposited by the Servicer in the Servicer Custodial Account or by the Trustee in
the related Certificate Account, as applicable.
(e) The Servicer shall give notice to the Trustee of any proposed
change of the location of the Servicer Custodial Account maintained by the
Servicer not later than 30 days and not more than 45 days prior to any change
thereof. The Trustee shall give notice to the Servicer, each Rating Agency and
the Depositor of any proposed change of the location of either Certificate
Account not later than 30 days after and not more than 45 days prior to any
change thereof. The creation of the Servicer Custodial Account shall be
evidenced by a certification substantially in the form of Exhibit F hereto. A
copy of such certification shall be furnished to the Trustee.
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments in trust separate and apart from any of its own funds and general
assets and for such purpose shall establish and maintain one or more escrow
accounts (collectively, the "Escrow Account"), titled "[Insert name of
Servicer], in trust for registered holders of Bank of America Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 2002-2 and various
Mortgagors." The Escrow Account shall be established with a commercial bank, a
savings bank or a savings and loan association that meets the guidelines set
forth by FNMA or FHLMC as an eligible institution for escrow accounts and which
is a member of the Automated Clearing House. In any case, the Escrow Account
shall be insured by the FDIC to the fullest extent permitted by law. The
Servicer shall deposit in the appropriate Escrow Account on a daily basis, and
retain therein: (i) all Escrow Payments collected on account of the Mortgage
Loans, (ii) all amounts representing proceeds of any hazard insurance policy
which are to be applied to the restoration or repair of any related Mortgaged
Property and (iii) all amounts representing proceeds of any Primary Insurance
Policy. Nothing herein shall require the Servicer to compel a Mortgagor to
establish an Escrow Account in violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow Accounts may
be made by the Servicer only (i) to effect timely payment of taxes, assessments,
mortgage insurance premiums, fire and hazard insurance premiums, condominium or
PUD association dues, or comparable items constituting Escrow Payments for the
related Mortgage, (ii) to reimburse the Servicer out of related Escrow Payments
made with respect to a Mortgage Loan for any Servicing Advance made by the
Servicer pursuant to Section 3.09(c) with respect to such Mortgage Loan, (iii)
to refund to any Mortgagor any sums determined to be overages, (iv) for transfer
to the Servicer Custodial Account upon default of a Mortgagor or in accordance
with the terms of the related Mortgage Loan and if permitted by applicable law,
(v) for application to restore or repair the Mortgaged Property, (vi) to pay to
the Mortgagor, to the extent required by law, any interest paid on the funds
deposited in the Escrow Account, (vii) to pay to itself any interest earned on
funds deposited in the Escrow Account (and not required to be paid to the
Mortgagor), (viii) to the extent permitted under the terms of the related
Mortgage Note and applicable law, to pay late fees with respect to any Monthly
Payment which is received after the applicable grace period, (ix) to withdraw
suspense payments that are deposited into the Escrow Account, (x) to withdraw
any amounts inadvertently deposited in the Escrow Account or (xi) to clear and
terminate the Escrow Account upon the termination of this Agreement in
accordance with Section 10.01. Any Escrow Account shall not be a part of the
Trust Estate.
(c) With respect to each Mortgage Loan, the Servicer shall maintain
accurate records reflecting the status of taxes, assessments and other charges
which are or may become a lien upon the Mortgaged Property and the status of
Primary Insurance Policy premiums and fire and hazard insurance coverage. The
Servicer shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment thereof prior to
the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account, if any, which shall have been estimated and
accumulated by the Servicer in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does not provide
for Escrow Payments, the Servicer shall determine that any such payments are
made by the Mortgagor. The Servicer assumes full responsibility for the timely
payment of all such bills and shall effect timely payments of all such bills
irrespective of each Mortgagor's faithful performance in the payment of same or
the making of the Escrow Payments. The Servicer shall advance any such payments
that are not timely paid, but the Servicer shall be required so to advance only
to the extent that such Servicing Advances, in the good faith judgment of the
Servicer, will be recoverable by the Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall afford the Trustee reasonable
access to all records and documentation regarding the Mortgage Loans and all
accounts, insurance information and other matters relating to this Agreement,
such access being afforded without charge, but only upon reasonable request and
during normal business hours at the office designated by the Servicer.
Upon reasonable advance notice in writing, the Servicer will provide
to each Certificateholder which is a savings and loan association, bank or
insurance company certain reports and reasonable access to information and
documentation regarding the Mortgage Loans sufficient to permit such
Certificateholder to comply with applicable regulations of the OTS or other
regulatory authorities with respect to investment in the Certificates; provided
that the Servicer shall be entitled to be reimbursed by each such
Certificateholder for actual expenses incurred by the Servicer in providing such
reports and access.
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Account and Certificate Accounts. (a) The Servicer may from time to time make
withdrawals from the Servicer Custodial Account, for the following purposes:
(i) to pay to the Servicer (to the extent not previously retained),
the servicing compensation to which it is entitled pursuant to Section
3.17, and to pay to the Servicer, as additional servicing compensation,
earnings on or investment income with respect to funds in or credited to
the Servicer Custodial Account;
(ii) to reimburse the Servicer for unreimbursed Advances made by it,
such right of reimbursement pursuant to this clause (ii) being limited to
amounts received on the Mortgage Loan(s) in respect of which any such
Advance was made;
(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously made, such right of reimbursement pursuant to this clause (iii)
being limited to amounts received on the Mortgage Loans in the same Loan
Group as the Mortgage Loan(s) in respect of which such Nonrecoverable
Advance was made;
(iv) to reimburse the Servicer for Insured Expenses from the related
Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan or
REO Property that has been purchased pursuant to Section 2.02 or 2.04, all
amounts received thereon after the date of such purchase;
(vi) to reimburse the Servicer or the Depositor for expenses
incurred by any of them and reimbursable pursuant to Section 7.03;
(vii) to withdraw any amount deposited in the Servicer Custodial
Account and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an amount
equal to the related Pool Distribution Amount, the related Trustee Fee and
any other amounts due to the Trustee under this Agreement for such
Distribution Date, to the extent on deposit, and remit such amount in
immediately available funds to the Trustee for deposit in the related
Certificate Account; and
(ix) to clear and terminate the Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Servicer Custodial Account pursuant to clauses (i), (ii),
(iv) and (v). The Servicer shall keep and maintain such separate accounting for
each Loan Group. Prior to making any withdrawal from the Servicer Custodial
Account pursuant to clause (iii), the Servicer shall deliver to the Trustee an
Officer's Certificate of a Servicing Officer indicating the amount of any
previous Advance determined by the Servicer to be a Nonrecoverable Advance and
identifying the related Mortgage Loan(s) and their respective portions of such
Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the Certificate Accounts
for distributions to Certificateholders in the manner specified in this
Agreement. In addition, the Trustee may from time to time make withdrawals from
the applicable Certificate Account for the following purposes:
(i) to pay to itself the Trustee Fee and any other amounts due to
the Trustee under this Agreement for the related Distribution Date;
(ii) to pay to itself as additional compensation earnings on or
investment income with respect to funds in the Certificate Accounts;
(iii) to withdraw and return to the Servicer any amount deposited in
either Certificate Account and not required to be deposited therein; and
(iv) to clear and terminate the applicable Certificate Account upon
termination pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance. The Servicer shall
cause to be maintained for each Mortgage Loan, fire and hazard insurance with
extended coverage customary in the area where the Mortgaged Property is located
in an amount which is at least equal to the lesser of (a) the full insurable
value of the Mortgaged Property or (b) the greater of (i) the outstanding
principal balance owing on the Mortgage Loan and (ii) an amount such that the
proceeds of such insurance shall be sufficient to avoid the application to the
Mortgagor or loss payee of any coinsurance clause under the policy. If the
Mortgaged Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) the Servicer will cause to be
maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration and the requirements of FNMA
or FHLMC. The Servicer shall also maintain on REO Property, fire and hazard
insurance with extended coverage in an amount which is at least equal to the
maximum insurable value of the improvements which are a part of such property,
liability insurance and, to the extent required, flood insurance in an amount
required above. Any amounts collected by the Servicer under any such policies
(other than amounts to be deposited in an Escrow Account and applied to the
restoration or repair of the property subject to the related Mortgage or
property acquired in liquidation of the Mortgage Loan, or to be released to the
Mortgagor in accordance with Customary Servicing Procedures) shall be deposited
in the Servicer Custodial Account, subject to withdrawal pursuant to Section
3.11(a). It is understood and agreed that no earthquake or other additional
insurance need be required by the Servicer of any Mortgagor or maintained on REO
Property, other than pursuant to such applicable laws and regulations as shall
at any time be in force and as shall require such additional insurance. All
policies required hereunder shall be endorsed with standard mortgagee clauses
with loss payable to the Servicer, and shall provide for at least 30 days prior
written notice of any cancellation, reduction in amount or material change in
coverage to the Servicer.
The hazard insurance policies for each Mortgage Loan secured by a
unit in a condominium development or planned unit development shall be
maintained with respect to such Mortgage Loan and the related development in a
manner which is consistent with FNMA requirements.
Notwithstanding the foregoing, the Servicer may maintain a blanket
policy insuring against hazard losses on all of the Mortgaged Properties
relating to the Mortgage Loans in lieu of maintaining the required hazard
insurance policies for each Mortgage Loan and may maintain a blanket policy
insuring against special flood hazards in lieu of maintaining any required flood
insurance. Any such blanket policies shall (A) be consistent with prudent
industry standards, (B) name the Servicer as loss payee, (C) provide coverage in
an amount equal to the aggregate unpaid principal balance on the related
Mortgage Loans without co-insurance, and (D) otherwise comply with the
requirements of this Section 3.12. Any such blanket policy may contain a
deductible clause; provided that if any Mortgaged Property is not covered by a
separate policy otherwise complying with this Section 3.12 and a loss occurs
with respect to such Mortgaged Property which loss would have been covered by
such a policy, the Servicer shall deposit in the Servicer Custodial Account the
difference, if any, between the amount that would have been payable under a
separate policy complying with this Section 3.12 and the amount paid under such
blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. (a) Except as otherwise provided in this Section 3.13, when any
Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the
Servicer shall use reasonable efforts, to the extent that it has actual
knowledge of such conveyance, to enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable law and
governmental regulations, but only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the Servicer is prohibited by law from enforcing any such
due-on-sale clause, (ii) coverage under any Required Insurance Policy would be
adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the Servicer is
authorized, subject to Section 3.13(b), to take or enter into an assumption and
modification agreement from or with the Person to whom such Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, unless prohibited by applicable state law,
the Mortgagor remains liable thereon; provided that the Mortgage Loan shall
continue to be covered (if so covered before the Servicer enters such agreement)
by the applicable Required Insurance Policies. The Servicer, subject to Section
3.13(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be
deemed to be in default under this Section 3.13 by reason of any transfer or
assumption which the Servicer reasonably believes it is restricted by law from
preventing, for any reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption agreement or modification agreement or supplement to
the Mortgage Note or Mortgage that requires the signature of the Trustee, or if
an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan, the Servicer shall prepare and
deliver or cause to be prepared and delivered to the Trustee for signature and
shall direct, in writing, the Trustee to execute the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In no event shall the Trustee incur liability for executing any document under
this Section 3.13 at the direction of the Servicer. In connection with any such
assumption, no material term of the Mortgage Note may be changed. In addition,
the substitute Mortgagor and the Mortgaged Property must be acceptable to the
Servicer in accordance with its underwriting standards as then in effect.
Together with each such substitution, assumption or other agreement or
instrument delivered to the Trustee for execution by it, the Servicer shall
deliver an Officer's Certificate signed by a Servicing Officer stating that the
requirements of this subsection have been met. The Servicer shall notify the
Trustee that any such substitution or assumption agreement has been completed by
forwarding to the Trustee (or at the direction of the Trustee, the Custodian)
the original of such substitution or assumption agreement, which in the case of
the original shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. Any fee collected
by the Servicer for entering into an assumption or substitution of liability
agreement may be retained by the Servicer as additional master servicing
compensation. Notwithstanding the foregoing, to the extent permissible under
applicable law and at the request of the Servicer, the Trustee shall execute and
deliver to the Servicer any powers of attorney and other documents prepared by
the Servicer that are reasonably necessary or appropriate to enable the Servicer
to execute any assumption agreement or modification agreement required to be
executed by the Trustee under this Section 3.13.
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO
Property. (a) The Servicer shall use reasonable efforts to foreclose upon or
otherwise comparably convert the ownership of Mortgaged Properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Servicer shall follow
Customary Servicing Procedures and shall meet the requirements of the insurer
under any Required Insurance Policy; provided, however, that the Servicer may
enter into a special servicing agreement with an unaffiliated Holder of 100%
Percentage Interest of a Class of Class B Certificates or a holder of a class of
securities representing interests in the Class B Certificates alone or together
with other subordinated mortgage pass-through certificates. Such agreement shall
be substantially in the form attached hereto as Exhibit K or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Servicer to commence or delay foreclosure proceedings with respect to delinquent
Mortgage Loans and will contain provisions for the deposit of cash by the holder
that would be available for distribution to Certificateholders if Liquidation
Proceeds are less than they otherwise may have been had the Servicer acted in
accordance with its normal procedures. Notwithstanding the foregoing, the
Servicer shall not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any Mortgaged Property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan after reimbursement to itself of
such expenses and (ii) that such expenses will be recoverable to it through
proceeds of the liquidation of the Mortgage Loan (respecting which it shall have
priority for purposes of withdrawals from the Servicer Custodial Account). Any
such expenditures shall constitute Servicing Advances for purposes of this
Agreement.
The decision of the Servicer to foreclose on a defaulted Mortgage
Loan shall be subject to a determination by the Servicer that the proceeds of
such foreclosure would exceed the costs and expenses of bringing such a
proceeding.
With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer shall ensure
that the title to such REO Property references this Agreement and the Trustee's
capacity hereunder. Pursuant to its efforts to sell such REO Property, the
Servicer shall either itself or through an agent selected by the Servicer
manage, conserve, protect and operate such REO Property in the same manner that
it manages, conserves, protects and operates other foreclosed property for its
own account and in the same manner that similar property in the same locality as
the REO Property is managed. Incident to its conservation and protection of the
interests of the Certificateholders, the Servicer may rent the same, or any part
thereof, as the Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO Property. The
Servicer shall prepare for and deliver to the Trustee a statement with respect
to each REO Property that has been rented, if any, showing the aggregate rental
income received and all expenses incurred in connection with the management and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions;
provided, however, that the Servicer shall have no duty to rent any REO Property
on behalf of the Trust. The net monthly rental income, if any, from such REO
Property shall be deposited in the Servicer Custodial Account no later than the
close of business on each Determination Date. The Servicer shall perform, with
respect to the Mortgage Loans, the tax reporting and withholding required by
Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and, if required by
Section 6050P of the Code with respect to the cancellation of indebtedness by
certain financial entities, by preparing such tax and information returns as may
be required, in the form required. The Servicer shall deliver copies of such
reports to the Trustee.
If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of its
acquisition by the Trust (such period, the "REO Disposition Period") unless (A)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged Property
subsequent to the REO Disposition Period will not result in the imposition of
taxes on "prohibited transactions" (as defined in Section 860F of the Code) on
the REMIC 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 Accounts or any Escrow Account, or any funds that otherwise
are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by the Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Servicer under this
Agreement.
Section 3.17 Servicing Compensation. The Servicer shall be entitled
out of each payment of interest on a Mortgage Loan (or portion thereof) and
included in the Trust Estate to retain or withdraw from the Servicer Custodial
Account an amount equal to the Servicing Fee for such Distribution Date.
Additional servicing compensation in the form of Excess Proceeds,
prepayment penalties, assumption fees, late payment charges and all income and
gain net of any losses realized from Permitted Investments and all other
customary and ancillary income and fees shall be retained by the Servicer to the
extent not required to be deposited in the Servicer Custodial Account pursuant
to Section 3.08(b). The Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided in this
Agreement.
Notwithstanding the foregoing, with respect to the payment of the
Servicing Fee on any Distribution Date, the aggregate Servicing Fee for the
Servicer relating to the Mortgage Loans in a Loan Group for such Distribution
Date shall be reduced (but not below zero) by an amount equal to the lesser of
(a) the Prepayment Interest Shortfall for such Distribution Date relating to the
Mortgage Loans in such Loan Group and (b) one-twelfth of 0.25% of the aggregate
Stated Principal Balance of the Mortgage Loans in such Loan Group for such
Distribution Date (for each Loan Group any such reduction, "Compensating
Interest").
Section 3.18 Annual Statement as to Compliance. The Servicer shall
deliver to the Trustee and each Rating Agency on or before 90 days after the end
of the Servicer's fiscal year, commencing with its 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 with respect to a Loan Group in the Servicer Custodial Account has
been used by the Servicer in discharge of its obligation to make any such
Periodic Advance on a Mortgage Loan in such Loan Group. Any funds so applied
shall be replaced by the Servicer by deposit in the Servicer Custodial Account
no later than the close of business on the Business Day preceding the next
Servicer Advance Date. The Servicer shall be entitled to be reimbursed from the
Servicer Custodial Account for all Advances of its own funds made pursuant to
this Section 3.20 as provided in Section 3.11(a). The obligation to make
Periodic Advances with respect to any Mortgage Loan shall continue until the
ultimate disposition of the REO Property or Mortgaged Property relating to such
Mortgage Loan. The Servicer shall inform the Trustee of the amount of the
Periodic Advance to be made by the Servicer with respect to each Loan Group on
each Servicer Advance Date no later than the related Remittance Date.
The Servicer shall deliver to the Trustee on the related Servicer
Advance Date an Officer's Certificate of a Servicing Officer indicating the
amount of any proposed Periodic Advance determined by the Servicer to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary, the Servicer
shall not be required to make any Periodic Advance or Servicing Advance that
would be a Nonrecoverable Advance.
Section 3.21 Modifications, Waivers, Amendments and Consents. (a)
Subject to this Section 3.21, the Servicer may agree to any modification,
waiver, forbearance, or amendment of any term of any Mortgage Loan without the
consent of the Trustee or any Certificateholder. All modifications, waivers,
forbearances or amendments of any Mortgage Loan shall be in writing and shall be
consistent with Customary Servicing Procedures.
(b) The Servicer shall not agree to enter into, and shall not enter
into, any modification, waiver (other than a waiver referred to in Section 3.13,
which waiver, if any, shall be governed by Section 3.13), forbearance or
amendment of any term of any Mortgage Loan if such modification, waiver,
forbearance, or amendment would:
(i) affect the amount or timing of any related payment of principal,
interest or other amount payable thereunder;
(ii) in the Servicer's judgment, materially impair the security for
such Mortgage Loan or reduce the likelihood of timely payment of amounts
due thereon; or
(iii) otherwise constitute a "significant modification" within the
meaning of Treasury Regulations Section 1.860G-2(b);
unless, in either case, (A) such Mortgage Loan is 90 days or more past due or
(B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect
that such modification, waiver, forbearance or amendment would not affect the
REMIC status of the Trust Estate and, in either case, such modification, waiver,
forbearance or amendment is reasonably likely to produce a greater recovery with
respect to such Mortgage Loan than would liquidation. Subject to Customary
Servicing Procedures, the Servicer may permit a forbearance for a Mortgage Loan
which in the Servicer's judgment is subject to imminent default.
(c) Any payment of interest, which is deferred pursuant to any
modification, waiver, forbearance or amendment permitted hereunder, shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
or such modification, waiver or amendment so permit.
(d) The Servicer may, as a condition to granting any request by a
Mortgagor for consent, modification, waiver, forbearance or amendment, the
granting of which is within the Servicer's discretion pursuant to the Mortgage
Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Servicer, as additional servicing compensation, a
reasonable or customary fee for the additional services performed in connection
with such request, together with any related costs and expenses incurred by the
Servicer, which amount shall be retained by the Servicer as additional servicing
compensation.
(e) The Servicer shall notify the Trustee, in writing, of any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
and the date thereof, and shall deliver to the Trustee (or, at the direction of
the Trustee, the Custodian) for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver,
forbearance or amendment, promptly (and in any event within ten Business Days)
following the execution thereof; provided, however, that if any such
modification, waiver, forbearance or amendment is required by applicable law to
be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and
(ii) shall deliver to the Trustee such document, with evidence of notification
upon receipt thereof from the public recording office.
Section 3.22 Reports to the Securities and Exchange Commission. The
Trustee shall, on behalf of the Trust, cause to be filed with the Securities and
Exchange Commission any periodic reports required to be filed under the
provisions of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission thereunder, for so long as
any Certificates registered under the 1933 Act are outstanding (other than the
Current Report on Form 8-K to be filed by the Depositor in connection with
computational materials and the initial Current Report on Form 8-K to be filed
by the Depositor in connection with the issuance of the Certificates). Upon the
request of the Trustee, the Servicer and the Depositor shall cooperate with the
Trustee in the preparation of any such report and shall provide to the Trustee
in a timely manner all such information or documentation as the Trustee may
reasonably request in connection with the performance of its duties and
obligations under this Section.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate. Each month, not later than
12:00 noon Eastern time on the Business Day following each Determination Date,
the Servicer shall deliver to the Trustee, a Servicer's Certificate (in
substance and format mutually acceptable to the Servicer and the Trustee)
certified by a Servicing Officer setting forth the information necessary in
order for the Trustee to perform its obligations under this Agreement. The
Trustee may conclusively rely upon the information contained in a Servicer's
Certificate for all purposes hereunder and shall have no duty to verify or
re-compute any of the information contained therein.
Each such statement shall be provided by the Trustee to any Holder
of a Certificate upon request and shall also, to the extent available, include
information regarding delinquencies on Mortgage Loans providing such statement,
indicating the number and aggregate principal amount of Mortgage Loans which are
either one, two, three or more than three months delinquent and the book value
of any REO Property.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based solely
on the information in the Servicer's Certificate, the Trustee shall distribute
out of the applicable Certificate Account (to the extent funds are available
therein) to each Certificateholder of record on the related Record Date (other
than as provided in Section 10.01 respecting the final distribution) (a) by
check mailed to such Certificateholder entitled to receive a distribution on
such Distribution Date at the address appearing in the Certificate Register, or
(b) upon written request by the Holder of a Regular Certificate (in the event
such Certificateholder owns of record 100% of a Class of Certificates or holds
Certificates of any Class having denominations aggregating $1,000,000 or more),
by wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the
Servicer or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed
on any such Class.
Amounts distributed with respect to any Class of Certificates shall
be applied first to the distribution of interest thereon and then to principal
thereon.
Section 5.02 Priorities of Distributions. (a) On each Distribution
Date, based solely on the information contained in the Servicer's Certificate,
the Trustee shall withdraw from the applicable Certificate Account (to the
extent funds are available therein) (1) the amounts payable to the Trustee
pursuant to Sections 3.11(b)(i) and 3.11(b)(ii) and shall pay such funds to
itself, and (2) the Pool Distribution Amount for each Loan Group, in an amount
as specified in written notice received by the Trustee from the Servicer no
later than the related Determination Date, and shall apply such funds to
distributions on the Certificates in the following order of priority and to the
extent of such funds, paying Group 1 solely from the Pool Distribution Amount
for Loan Group 1, Group 2 solely from the Pool Distribution Amount for Loan
Group 2 and Group 3 solely from the Pool Distribution Amount for Loan Group 3:
(i) to each Class of Senior Certificates (other than the Class A-PO
Component) of such Group, an amount allocable to interest equal to the
Interest Distribution Amount for such Class and any shortfall being
allocated among such Classes in proportion to the amount of the Interest
Distribution Amount that would have been distributed in the absence of
such shortfall;
(ii) concurrently to the Class A Certificates and the Class A-PO
Component of such Group, pro rata, based on their respective Senior
Principal Distribution Amount and PO Principal Amount, (A) to the Class A
Certificates of such Group, in an aggregate amount up to the Senior
Principal Distribution Amount for such Group, such distribution to be
allocated among such Classes in accordance with Section 5.02(b) and (B) to
the Class A-PO Component of such Group in an aggregate amount up to the PO
Principal Amount for such Group;
(iii) to the Class A-PO Component of such Group, any Class A-PO
Deferred Amount, up to the Subordinate Principal Distribution Amount for
such Group for such Distribution Date from amounts otherwise distributable
first to the Class 1-B-6 Certificates, Class 2-B-6 Certificates or Class
3-B-6 Certificates, as the case may be, pursuant to clause (iv)(L) below,
second to the Class 1-B-5 Certificates, Class 2-B-5 Certificates or Class
3-B-5 Certificates, as the case may be, pursuant to clause (iv)(J) below,
third to the Class 1-B-4 Certificates, Class 2-B-4 Certificates or Class
3-B-4 Certificates, as the case may be, pursuant to clause (iv)(H) below,
fourth to the Class 1-B-3 Certificates, Class 2-B-3 Certificates or Class
3-B-3 Certificates, as the cases may be, pursuant to clause (iv)(F) below,
fifth to the Clause 1-B-2 Certificates, Class 2-B-2 Certificates or Class
3-B-2 Certificates, as the case may be, pursuant to clause (iv)(D) below
and finally to the Class 1-B-1 Certificates, Class 2-B-1 Certificates or
Class 3-B-1 Certificates, as the case may be, pursuant to clause (iv)(B)
below;
(iv) to each Class of Subordinate Certificates of such Group,
subject to paragraph (d) below, in the following order of priority:
(A) to the Class 1-B-1 Certificates, Class 2-B-1 Certificates
or Class 3-B-1 Certificates, as the case may be, an amount allocable
to interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(B) to the Class 1-B-1 Certificates, Class 2-B-1 Certificates
or Class 3-B-1 Certificates, as the case may be, an amount allocable
to principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount of the
Class A-PO Component of such Group pursuant to clause (iii) above
until the Class Certificate Balance thereof has been reduced to
zero;
(C) to the Class 1-B-2 Certificates, Class 2-B-2 Certificates
or Class 3-B-2 Certificates, as the case may be, an amount allocable
to interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(D) to the Class 1-B-2 Certificates, Class 2-B-2 Certificates
or Class 3-B-2 Certificates, as the case may be, an amount allocable
to principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount of the
Class A-PO Component of such Group pursuant to clause (iii) above
until the Class Certificate Balance thereof has been reduced to
zero;
(E) to the Class 1-B-3 Certificates, Class 2-B-3 Certificates
or Class 3-B-3 Certificates, as the case may be, an amount allocable
to interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(F) to the Class 1-B-3 Certificates, Class 2-B-3 Certificates
or Class 3-B-3 Certificates, as the case may be, an amount allocable
to principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount of the
Class A-PO Component of such Group pursuant to clause (iii) above
until the Class Certificate Balance thereof has been reduced to
zero;
(G) to the Class 1-B-4 Certificates, Class 2-B-4 Certificates
or Class 3-B-4 Certificates, as the case may be, an amount allocable
to interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(H) to the Class 1-B-4 Certificates, Class 2-B-4 Certificates
or Class 3-B-4 Certificates, as the case may be, an amount allocable
to principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount of the
Class A-PO Component of such Group pursuant to clause (iii) above
until the Class Certificate Balance thereof has been reduced to
zero;
(I) to the Class 1-B-5 Certificates, Class 2-B-5 Certificates
or Class 3-B-5 Certificates, as the case may be, an amount allocable
to interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(J) to the Class 1-B-5 Certificates, Class 2-B-5 Certificates
or Class 3-B-5 Certificates, as the case may be, an amount allocable
to principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount of the
Class A-PO Component of such Group pursuant to clause (iii) above
until the Class Certificate Balance thereof has been reduced to
zero;
(K) to the Class 1-B-6 Certificates, Class 2-B-6 Certificates
or Class 3-B-6 Certificates, as the case may be, an amount allocable
to interest equal to the Interest Distribution Amount for such Class
for such Distribution Date; and
(L) to the Class 1-B-6 Certificates, Class 2-B-6 Certificates
or Class 3-B-6 Certificates, as the case may be, an amount allocable
to principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount of the
Class A-PO Component of such Group pursuant to clause (iii) above
until the Class Certificate Balance thereof has been reduced to
zero; and
(v) to the Holder of the Class 1-A-R Certificate, any remaining Pool
Distribution Amounts.
For any Group and on any Distribution Date, amounts distributed in
respect of Class A-PO Deferred Amounts will not reduce the Class Certificate
Balance of the applicable Class A-PO Component.
All distributions in respect of the Interest Distribution Amount for
a Class 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 definitions.
(b) (i) With respect to the Class A Certificates of Group 1:
On each Distribution Date prior to the Senior Credit Support
Depletion Date for Group 1, the amount distributable to the Group 1-A
Certificates pursuant to Section 5.02(a)(ii) for such Distribution Date,
will be distributed in the following order of priority:
first, to the Class 1-A-R Certificate, until its Class
Certificate Balance has been reduced to zero;
second, to the Class 1-A-8 Certificates, up to the Priority
Amount for such Distribution Date, until their Class Certificate
Balance has been reduced to zero;
third, to the Class 1-A-1 Certificates, until their Class
Certificate Balance has been reduced to zero;
fourth, concurrently, as follows:
(a) 70.18767647% to the Class 1-A-2 Certificates, until
their Class Certificate Balance has been reduced to zero; and
(b) 29.81232353%, sequentially, to the Class 1-A-5,
Class 1-A-6 and Class 1-A-7 Certificates, in that order, until
their Class Certificate Balances have been reduced to zero;
fifth, sequentially, to the Class 1-A-3 and Class 1-A-4
Certificates, in that order, until their Class Certificate Balances
have been reduced to zero; and
sixth, to the Class 1-A-8 Certificates, until their Class
Certificate Balance has been reduced to zero.
(ii) With respect to the Class A Certificates of Group 2:
On each Distribution Date prior to the Senior Credit Support
Depletion Date for Group 2, the amount distributable to the Group 2-A
Certificates pursuant to Section 5.02(a)(ii) for such Distribution Date,
will be distributed to the Class 2-A-1 Certificates, until their Class
Certificate Balance has been reduced to zero.
(iii) With respect to the Class A Certificates of Group 3:
On each Distribution Date prior to the Senior Credit Support
Depletion Date for Group 3, the amount distributable to the Group 3-A
Certificates pursuant to Section 5.02(a)(ii) for such Distribution Date,
will be distributed as principal concurrently as follows: 98.75000000% to
the Class 3-A-1 Certificates and 1.25000000% to the Class 3-A-2
Certificates, until their Class Certificate Balances have been reduced to
zero.
On each Distribution Date on or after the Senior Credit Support
Depletion Date, for a Group notwithstanding the allocation and priority set
forth above, the portion of the Pool Distribution Amount with respect to a Loan
Group available to be distributed as principal of the Class A Certificates of
the Related Group shall be distributed concurrently, as principal, on such
Classes, pro rata, on the basis of their respective Class Certificate Balances,
until the Class Certificate Balances thereof are reduced to zero.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates for such Distribution Date (other than the Class A-PO
Certificates) shall be reduced by such Class' pro rata share, based on such
Class' Interest Distribution Amount for such Distribution Date, without taking
into account the allocation made by this Section 5.02(c), of (A) Non-Supported
Interest Shortfalls for the Related Loan Group, (B) on and after the Senior
Credit Support Depletion Date for such Group, any other Realized Loss on the
Mortgage Loans in such Loan Group allocable to interest and (C) Relief Act
Reductions incurred on the Mortgage Loans in such Loan Group during the calendar
month preceding the month of such Distribution Date.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to any Class of Subordinate Certificates of a Group
on any Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates of such Group which have a higher numerical Class designation than
such Class, divided by (ii) the aggregate Class Certificate Balance of all the
Classes of such Group immediately prior to such Distribution Date (for each
Group, the "Fractional Interest") is less than the Original Fractional Interest
for such Class, no distribution of principal will be made to any Classes of such
Group junior to such Class (for each Group, the "Restricted Classes") and the
Class Certificate Balances of the Restricted Classes of such Group will not be
used in determining the Pro Rata Share for the Subordinate Certificates of such
Group that are not Restricted Classes. If the aggregate Class Certificate
Balances of the Subordinate Certificates of such Group that are not Restricted
Classes are reduced to zero, notwithstanding the previous sentence, any funds
remaining will be distributed sequentially to the Restricted Classes of such
Group in order of their respective numerical Class designations (beginning with
the Class of Restricted Certificates of the Related Group then outstanding with
the lowest numerical Class designation).
Section 5.03 Allocation of Losses. (a) On or prior to each
Determination Date, the Servicer shall inform the Trustee in writing with
respect to each Mortgage Loan: (1) whether any Realized Loss is a Deficient
Valuation 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 on the Mortgage Loans in each Loan Group.
Based on such information, the Trustee shall determine the total amount of
Realized Losses on the Mortgage Loans in each Loan Group with respect to the
related Distribution Date.
The principal portion of Realized Losses on the Mortgage Loans in a
Loan Group with respect to any Distribution Date shall be allocated as follows:
(i) the applicable PO Percentage of the principal portion of any
Realized Loss with respect to a Discount Mortgage Loan in such Loan Group
shall be allocated to the Class A-PO Component of the Related Group until
the Class Certificate Balance thereof is reduced to zero; and
(ii) the applicable Non-PO Percentage of the principal portion of
any Realized Loss with respect to a Mortgage Loan in such Loan Group shall
be allocated first to the Subordinate Certificates of the Related Group in
reverse order of their respective numerical Class designations (beginning
with the Class of Subordinate Certificates of the Related Group then
outstanding with the highest numerical Class designation) until the
respective Class Certificate Balance of each such Class is reduced to
zero, and second to the Senior Certificates of the Related Group, 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 Component Balance of the Class A-PO Component of a Group
shall be reduced on each Distribution Date by the amount, if any, by which the
Component Balance of such Class A-PO Component (after giving effect to the
amount to be distributed as a distribution of principal and the allocation of
Realized Losses on such Distribution Date) exceeds the Adjusted Pool Amount (PO
Portion) for the Related Loan Group for such Distribution Date.
The Class Certificate Balance of the Class of Subordinate
Certificates of a Group then outstanding with the highest numerical Class
designation shall be reduced on each Distribution Date by the amount, if any, by
which the aggregate of the Class Certificate Balances of all outstanding Classes
of Certificates of such Group (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
and Class A-PO Deferred Amounts on such Distribution Date) exceeds the Adjusted
Pool Amount for the Related Loan Group for such Distribution Date.
After the Senior Credit Support Depletion Date for a Group, the
Class Certificate Balances of the Senior Certificates of such Group in the
aggregate shall be reduced on each Distribution Date by the amount, if any, by
which the aggregate of the Class Certificate Balances of all outstanding Classes
of Senior Certificates of such Group (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) exceeds the difference between (i) the Adjusted Pool
Amount for the Related Loan Group for such Distribution Date and (ii) the
Adjusted Pool Amount (PO Portion) for the Related Loan Group for such
Distribution Date.
Any such reduction shall be allocated among the Senior Certificates
of such Group, based on the Class Certificate Balances immediately prior to such
Distribution Date.
(c) Any Realized Loss allocated to a Class of Certificates or any
reduction in the Class Certificate Balance of a Class of Certificates pursuant
to Section 5.03(b) above shall be allocated among the Certificates of such Class
in proportion to their respective Percentage Interests.
(d) Any allocation of Realized Losses to a Class of Certificates or
any reduction in the Class Certificate Balance of a Class pursuant to Section
5.03(b) above shall be accomplished by reducing the Class Certificate Balance
thereof prior to the distributions made on the related Distribution Date in
accordance with the definition of "Class Certificate Balance."
(e) After the Senior Credit Support Depletion Date for Group 3, on
any Distribution Date on which the Class 3-A-2 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 3-A-2 Certificates will be
reduced by the Class 3-A-2 Loss Allocation Amount and, notwithstanding Section
5.03(a)(ii) and Section 5.03(b), the Class Certificate Balance of the Class
3-A-1 Certificates will not be reduced by the Class 3-A-2 Loss Allocation
Amount.
Section 5.04 Statements to Certificateholders. (a) Prior to the
Distribution Date in each month, based upon the information provided to the
Trustee on the Servicer's Certificates delivered to the Trustee pursuant to
Section 4.01, the Trustee shall determine the following information with respect
to such Distribution Date:
(i) for each Group, the amount allocable to principal, separately
identifying the aggregate amount of any Principal Prepayments and
Liquidation Proceeds included therein;
(ii) for each Group, the amount allocable to interest, any Class
Unpaid Interest Shortfall included in such distribution and any remaining
Class Unpaid Interest Shortfall after giving effect to such distribution;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the amount
of the shortfall and the allocation thereof as between principal and
interest;
(iv) the Class Certificate Balance of each Class of Certificates
after giving effect to the distribution of principal on such Distribution
Date;
(v) for each Loan Group, the Pool Stated Principal Balance for the
following Distribution Date;
(vi) for each Group, the Senior Percentage, the Priority Percentage
(if applicable) 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 each Loan Group and such Distribution Date;
(viii) the Pass-Through Rate for each such Class of Certificates
with respect to such Distribution Date;
(ix) for each Loan Group, the amount of Periodic Advances included
in the distribution on such Distribution Date and the aggregate amount of
Periodic Advances outstanding as of the close of business on such
Distribution Date;
(x) for each Loan Group, the number and aggregate principal amounts
of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
foreclosure) (1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90 days and (4)
91 or more days and (B) in foreclosure, as of the close of business on the
last day of the calendar month preceding such Distribution Date;
(xi) for each Loan Group, with respect to any Mortgage Loan that
became an REO Property during the preceding calendar month, the loan
number and Stated Principal Balance of such Mortgage Loan as of the close
of business on the Determination Date preceding such Distribution Date and
the date of acquisition thereof;
(xii) for each Loan Group, the total number and principal balance of
any REO Properties (and market value, if available) as of the close of
business on the Determination Date preceding such Distribution Date;
(xiii) for each Group, the Senior Prepayment Percentage and the
Subordinate Prepayment Percentage for the following Distribution Date; and
(xiv) for each Loan Group, the aggregate amount of Realized Losses
incurred during the preceding calendar month and for each Group, any Class
A-PO Deferred Amounts for such Distribution Date.
(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
or 3.14(b)), unless such sale is pursuant to a "qualified liquidation" of the
REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with Article X.
(e) The Trustee shall maintain books with respect to the Trust on a
calendar year taxable year and on an accrual basis.
Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on the REMIC and will not disqualify the Trust Estate from treatment as
a REMIC; and, provided further, that the Servicer shall have demonstrated to the
satisfaction of the Trustee that such action will not adversely affect the
rights of the Holders of the Certificates and the Trustee and that such action
will not adversely impact the rating of the Certificates.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0,
X-0-X-0, X-0-X-X, X-0-X-0, X-0-X-0, X-0-X-0, A-A-PO, X-0-X-0, X-0-X-0, X-0-X-0,
X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0,
X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0 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 shall be available to investors in interests
representing minimum dollar Certificate Balances of $1,000 and integral
multiples of $1 in excess thereof. The Subordinate Certificates and the Class
A-PO 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. The Class 1-A-R Certificate shall be in a minimum
denomination of $100. The Senior Certificates (other than the Class 1-A-R
Certificate) and the Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 2-B-1, Class
2-B-2, Class 2-B-3, Class 3-B-1, Class 3-B-2 and Class 3-B-3 Certificates shall
initially be issued in book-entry form through the Depository and delivered to
the Depository or, pursuant to the Depository's instructions on behalf of the
Depository to, and deposited with, the Certificate Custodian, and all other
Classes of Certificates shall initially be issued in definitive,
fully-registered form.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually countersigned by the Trustee substantially in the form provided for
herein, and such countersignature upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their countersignature.
Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at an office or agency in the city in
which the Corporate Trust Office of the Trustee is located a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or its attorney duly
authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name of the
Depository or its nominee and at all times: (A) registration of the Certificates
may not be transferred by the Trustee except to another Depository; (B) the
Depository shall maintain book-entry records with respect to the Certificate
Owners and with respect to ownership and transfers of such Book-Entry
Certificates; (C) ownership and transfers of registration of the Book-Entry
Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (D) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (E)
the Trustee shall deal with the Depository as the representative of the
Certificate Owners of the Book-Entry Certificates for purposes of exercising the
rights of Holders under this Agreement, and requests and directions for and
votes of the Depository shall not be deemed to be inconsistent if they are made
with respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the Depository
with respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal
procedures.
(iii) If (A) (1) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and (2) the Trustee or the
Depositor is unable to locate a qualified successor, (B) the Depositor at
its option advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository or (C) after the occurrence of an
Event of Default, Certificate Owners representing at least 51% of the
aggregate Class Certificate Balances of the Book-Entry Certificates
together advise the Trustee and the Depository through the Depository
Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interests of the
Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of definitive, fully-registered Certificates (the "Definitive
Certificates") to Certificate Owners requesting the same. Upon surrender
to the Trustee of the related Class of Certificates by the Depository (or
by the Certificate Custodian, if it holds such Class on behalf of the
Depository), accompanied by the instructions from the Depository for
registration, the Trustee shall issue the Definitive Certificates. None of
the Servicer, the Depositor or the Trustee shall be liable for any delay
in delivery of such instruction and may conclusively rely on, and shall be
protected in relying on, such instructions. The Depositor shall provide
the Trustee with an adequate inventory of certificates to facilitate the
issuance and transfer of Definitive Certificates. Upon the issuance of
Definitive Certificates, the Trustee shall recognize the Holders of the
Definitive Certificates as Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
such laws. In the event of any such transfer, (i) unless such transfer is made
in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Trustee or the Depositor and (ii) the
Trustee shall require a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit G-1
and a certificate from such Certificateholder's prospective transferee
substantially in the form attached hereto either as Exhibit G-2A or as Exhibit
G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Depositor shall provide to
any Holder of a Private Certificate and any prospective transferees designated
by any such Holder, information regarding the related Certificates and the
Mortgage Loans and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
certificate without registration thereof under the 1933 Act pursuant to the
registration exemption provided by Rule 144A. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
(e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Trustee either (i) a representation letter
in the form of Exhibit H from the transferee of such Certificate, which
representation letter shall not be an expense of the Depositor, the Trustee or
the Servicer, or (ii) in the case of any ERISA Restricted Certificate presented
for registration in the name of an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code, or any
federal, state or local law ("Similar Law") which is similar to ERISA or the
Code (collectively, a "Plan"), or a trustee or custodian of any of the
foregoing, an Opinion of Counsel in form and substance satisfactory to the
Trustee and the Servicer to the effect that the purchase or holding of such
ERISA Restricted Certificate by or on behalf of such Plan will not result in the
assets of the Trust Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Depositor or the Servicer to any obligation in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee or the Servicer. Any transferee of an ERISA Restricted
Certificate that does not comply with either clause (i) or (ii) of the preceding
sentence will be deemed to have made one of the representations set forth in
Exhibit H. Notwithstanding anything else to the contrary herein, any purported
transfer of an ERISA Restricted Certificate to or on behalf of a Plan without
the delivery to the Trustee and the Servicer of an Opinion of Counsel
satisfactory to the Trustee and the Servicer as described above shall be void
and of no effect.
Neither the Trustee nor the Certificate Registrar shall have any
liability for transfers of Book-Entry Certificates made through the book-entry
facilities of the Depository or between or among any Depository Participants or
Certificate Owners, made in violation of applicable restrictions. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and Persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.
To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA Restricted Certificate that is in fact
not permitted by this Section 6.02 or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in a Residual Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form
of Exhibit I hereto from the proposed transferee.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Trustee has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in a Residual
Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in a Residual Certificate may be purchased
by or transferred to any Person that is not a U.S. Person, unless (A) such
Person holds such Residual Certificate in connection with the conduct of a
trade or business within the United States and furnishes the transferor
and the Trustee with an effective Internal Revenue Service Form W-8ECI (or
successor thereto) or (B) the transferee delivers to both the transferor
and the Trustee an Opinion of Counsel from a nationally-recognized tax
counsel to the effect that such transfer is in accordance with the
requirements of the Code and the regulations promulgated thereunder and
that such transfer of a Residual Certificate will not be disregarded for
federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership Interest
in a Residual Certificate in violation of the provisions of this Section
6.02 shall be absolutely null and void and shall vest no rights in the
purported transferee. If any purported transferee shall, in violation of
the provisions of this Section 6.02, become a Holder of a Residual
Certificate, then the prior Holder of such Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of
transfer of such Residual Certificate was not in fact permitted by this
Section 6.02, be restored to all rights as Holder thereof retroactive to
the date of registration of transfer of such Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this
Section 6.02 or for making any distributions due on such Residual
Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of the Agreement so long as the
transfer was registered in accordance with this Section 6.02. The Trustee
shall be entitled to recover from any Holder of a Residual Certificate
that was in fact not a Permitted Transferee at the time such distributions
were made all distributions made on such Residual Certificate. Any such
distributions so recovered by the Trustee shall be distributed and
delivered by the Trustee to the prior Holder of such Residual Certificate
that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section 6.02, then the Trustee, based on information
provided to the Trustee by the Servicer, will provide to the Internal
Revenue Service, and to the Persons specified in Section 860E(e)(3) and
(6) of the Code, information needed to compute the tax imposed under
Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations. The expenses of the Trustee under this clause
(vii) shall be reimbursable by the Trust.
(viii) No Ownership Interest in a Residual Certificate shall be
acquired by a Plan or any Person acting on behalf of a Plan.
(g) [Reserved]
(h) No service charge shall be imposed for any transfer or exchange
of Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(i) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Trustee, the
Depositor and the Certificate Registrar such security or indemnity reasonably
satisfactory to each, to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest but bearing a number not contemporaneously outstanding. Upon the
issuance of any new Certificate under this Section, the Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.
Section 6.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee or the Certificate Registrar may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar or any agent of the Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the
Servicer. The Depositor and the Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Servicer herein. By way of
illustration and not limitation, the Depositor is not liable for the servicing
and administration of the Mortgage Loans, nor is it obligated by Section 8.01 to
assume any obligations of the Servicer or to appoint a designee to assume such
obligations, nor is it liable for any other obligation hereunder that it may,
but is not obligated to, assume unless it elects to assume such obligation in
accordance herewith.
Section 7.02 Merger or Consolidation of the Depositor or the
Servicer. The Depositor and the Servicer will each keep in full effect its
existence, rights and franchises as a separate entity under the laws governing
its organization, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Servicer shall be a party, or any Person succeeding
to the business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Servicer shall be qualified to service
mortgage loans on behalf of FNMA or FHLMC.
Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others. None of the Depositor, the Servicer or any of the directors,
officers, employees or agents of the Depositor or of the Servicer shall be under
any liability to the Trust Estate or the Certificateholders for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor or the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee or agent of the Depositor or the Servicer
shall be indemnified by the Trust Estate and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. Neither of the Depositor nor the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Servicer may in its discretion undertake any such action which
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Depositor and the Servicer shall be entitled to be
reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit
in the Servicer Custodial Account as provided by Section 3.11.
Section 7.04 Depositor and Servicer Not to Resign. Subject to the
provisions of Section 7.02, neither the Depositor nor the Servicer shall resign
from its respective obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the
Depositor or the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by the Servicer shall
become effective until the Trustee or a successor Servicer shall have assumed
the Servicer's responsibilities and obligations in accordance with Section 8.05
hereof.
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:
(a) any failure by the Servicer to deposit amounts in the Servicer
Custodial Account in the amount and manner provided herein so as to enable the
Trustee to distribute to Holders of Certificates any payment required to be made
under the terms of such Certificates and this Agreement (other than the payments
required to be made under Section 3.20) which continues unremedied for a period
of five days; or
(b) failure on the part of the Servicer duly to observe or perform
in any material respect any other covenants or agreements of the Servicer set
forth in the Certificates or in this Agreement, which covenants and agreements
continue unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Servicer by the Trustee or the Depositor, or to the Servicer, the
Depositor and the Trustee by the Holders of Certificates evidencing Voting
Rights aggregating not less than 25% of all Certificates affected thereby; or
(c) the entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against the
Servicer, or for the winding up or liquidation of the Servicer's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(d) the consent by the Servicer to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the Servicer
or of or relating to substantially all of its property; or the Servicer shall
admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(e) the failure of the Servicer to remit any Periodic Advance
required to be remitted by the Servicer pursuant to Section 3.20 which failure
continues unremedied at 3:00 p.m. on the related Distribution Date;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the Servicer, either the Trustee or the Depositor may, and
at the direction of the Holders of Certificates evidencing Voting Rights
aggregating not less than 51% of all Certificates affected thereby shall, by
notice then given in writing to the Servicer (and to the Trustee, if given by
the Depositor, and to the Depositor, if given by the Trustee), terminate all of
the rights and obligations of the Servicer under this Agreement. If an Event of
Default described in clause (e) hereof shall occur, the Trustee shall, by notice
to the Servicer, terminate all of the rights and obligations of the Servicer
under this Agreement and in and to the Mortgage Loans and proceeds thereof and
the Trustee or a successor Servicer appointed pursuant to Section 8.05 shall
make the Advance which the Servicer failed to make. On or after the receipt by
the Servicer of such written notice, all authority and power of the Servicer
under this Agreement, whether with respect to the Certificates or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and
under this Section 8.01, unless and until such time as the Trustee shall appoint
a successor Servicer pursuant to Section 8.05, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Mortgage Loans and related
documents, or otherwise, including, without limitation, the recordation of the
assignments of the Mortgage Loans to it. The Servicer agrees to cooperate with
the Trustee in effecting the termination of the responsibilities and rights of
the Servicer hereunder, including, without limitation, the transfer to the
Trustee for the administration by it of all cash amounts that have been
deposited by the Servicer in the Servicer Custodial Account or thereafter
received by the Servicer with respect to the Mortgage Loans. Upon obtaining
notice or knowledge of the occurrence of any Event of Default, the Person
obtaining such notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
fees) incurred in connection with transferring the Mortgage Files to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor
Servicer. Notwithstanding the termination of the Servicer pursuant hereto, the
Servicer shall remain liable for any causes of action arising out of any Event
of Default occurring prior to such termination.
Section 8.02 Remedies of Trustee. During the continuance of any
Event of Default, so long as such Event of Default shall not have been remedied,
the Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default. During the continuance of any Event of Default, Holders
of Certificates evidencing Voting Rights aggregating not less than 25% of each
Class of Certificates affected thereby may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) the
terminating of the Servicer or any successor Servicer from its rights and duties
as servicer hereunder) at the request, order or direction of any of the
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby and, provided further,
that, subject to the provisions of Section 9.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.
Section 8.04 Action upon Certain Failures of the Servicer and upon
Event of Default. In the event that the Trustee shall have actual knowledge of
any failure of the Servicer specified in Section 8.01(a) or (b) which would
become an Event of Default upon the Servicer's failure to remedy the same after
notice, the Trustee shall give notice thereof to the Servicer. If the Trustee
shall have knowledge of an Event of Default, the Trustee shall give prompt
written notice thereof to the Certificateholders.
Section 8.05 Trustee to Act; Appointment of Successor. (a) On and
After the time the Servicer receives a notice of termination pursuant to Section
8.01, the Trustee shall be the successor in all respects to the Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding
anything provided herein to the contrary, under no circumstances shall any
provision of this Agreement be construed to require the Trustee, acting in its
capacity as successor to the Servicer in its obligation to make Advances, to
advance, expend or risk its own funds or otherwise incur any financial liability
in the performance of its duties hereunder if it shall have reasonable grounds
for believing that such funds are non-recoverable. Subject to Section 8.05(b),
as compensation therefor, the Trustee shall be entitled to such compensation as
the terminated Servicer would have been entitled to hereunder if no such notice
of termination had been given. Notwithstanding the above, the Trustee may, if it
shall be unwilling so to act, or shall, if it is legally unable so to act,
appoint, or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution having a net worth of not less
than $10,000,000 as the successor to the terminated Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer hereunder; provided, however, that any such institution appointed
as successor Servicer shall not, as evidenced in writing by each Rating Agency,
adversely affect the then current rating of any Class of Certificates
immediately prior to the termination of the terminated Servicer. The appointment
of a successor Servicer shall not affect any liability of the predecessor
Servicer which may have arisen under this Agreement prior to its termination as
Servicer, nor shall any successor Servicer be liable for any acts or omissions
of the predecessor Servicer or for any breach by the Servicer of any of its
representations or warranties contained herein or in any related document or
agreement. Pending appointment of a successor to the terminated Servicer
hereunder, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as provided above. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
(b) In connection with the appointment of a successor Servicer or
the assumption of the duties of the Servicer, as specified in Section 8.05(a),
the Trustee may make such arrangements for the compensation of such successor
out of payments on Mortgage Loans serviced by the predecessor Servicer as it and
such successor agree; provided, however, that any Person assuming the duties of
the Servicer shall pay to such predecessor an amount equal to the market value
of the portion of the Servicing Fee that will accrue in the future due to the
Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan.
The "market value" of such portion of the Servicing Fee shall be determined by
Bank of America, N.A., on the basis of at least two quotations from third
parties actively engaged in the servicing of single-family mortgage loans. If
the successor Servicer does not agree that such market value is a fair price,
such successor shall obtain two quotations of market value from third parties
actively engaged in the servicing of single-family mortgage loans. The market
value of the excess portion of the Servicing Fee will then be equal to the
average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the
highest figure obtained by the successor Servicer. Payment of the amount
calculated above shall be made to Bank of America, N.A., by the successor
Servicer no later than the last Business Day of the month in which such
successor Servicer becomes entitled to receive the Servicing Fee under this
Agreement. In no event will any portion of the Trust Estate be used to pay
amounts due to Bank of America, N.A. under this Section 8.05(b).
(c) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer maintain in force (i)
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder and (ii) a fidelity bond in
respect of its officers, employees and agents to the same extent as the Servicer
is so required pursuant to Section 3.03.
Section 8.06 Notification to Certificateholders. Upon any
termination or appointment of a successor to the Servicer pursuant to this
Article VIII, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency.
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee. (a) The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. In case an Event of
Default has occurred of which a Responsible Officer of the Trustee shall have
actual knowledge (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a reasonably prudent
investor would exercise or use under the circumstances in the conduct of such
investor's own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Depositor or the Servicer and which on
their face, do not contradict the requirements of this Agreement;
(ii) The Trustee (in its individual capacity) shall not be
personally liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was grossly negligent in ascertaining the
pertinent facts;
(iii) The Trustee (in its individual capacity) shall not be
personally liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with the direction of
Certificateholders as provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (a)
and (b) of Section 8.01 or an Event of Default under clauses (c), (d) and
(e) of Section 8.01 unless a Responsible Officer of the Trustee assigned
to and working in the Corporate Trust Office obtains actual knowledge of
such failure or event or any officer of the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Servicer, the Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 8.05, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance as successor
Servicer) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that repayment of funds or adequate indemnity
against such risk or liability is not reasonably assured to it.
Section 9.02 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 9.01:
(i) The Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been
cured or waived), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and skill in their
exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
Holders or Certificate or any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability or payment of such estimated expenses as a condition to so
proceeding; and
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys.
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the execution
of, and the counter-signature on the Certificates) shall be taken as the
statements of the Depositor or Servicer, as applicable, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Agreement or of the Certificates or any
Mortgage Loans save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject, as to
enforcement of remedies, to applicable insolvency, receivership, moratorium and
other laws affecting the rights of creditors generally, and to general
principles of equity and the discretion of the court (regardless of whether
enforcement of such remedies is considered in a proceeding in equity or at law).
The Trustee shall not be accountable for the use or application by the Depositor
of funds paid to the Depositor in consideration of the assignment of the
Mortgage Loans hereunder by the Depositor, or for the use or application of any
funds paid to Subservicers or the Servicer in respect of the Mortgage Loans or
deposited into the Servicer Custodial Account, or any other account hereunder
(other than the Certificate Accounts) by the Servicer.
The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of any Mortgage
or any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority or for or with respect to the
sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon (other than if
the Trustee shall assume the duties of the Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the successor Servicer); the
validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of the Servicer pursuant to Section 8.05 and thereupon only for the acts
or omissions of the Trustee as successor Servicer); the compliance by the
Depositor or the Servicer with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or
representation; any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, it being understood that the Trustee shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Depositor, the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer), any Subservicer or any Mortgagor; any action of the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer) or any Subservicer taken in the name of the Trustee; the failure of
the Servicer or any Subservicer to act or perform any duties required of it as
agent of the Trustee hereunder; or any action by the Trustee taken at the
instruction of the Servicer (other than if the Trustee shall assume the duties
of the Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Servicer); provided, however, that the
foregoing shall not relieve the Trustee of its obligation to perform its duties
under this Agreement, including, without limitation, the Trustee's review of the
Mortgage Files pursuant to Section 2.02. The Trustee shall file any financing or
continuation statement in any public office at any time required to maintain the
perfection of any security interest or lien granted to it hereunder.
Section 9.04 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Trustee and may otherwise deal
with the Servicer, any Subservicer or any of their respective affiliates with
the same right it would have if it were not the Trustee.
Section 9.05 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be (a) an institution the deposits of which are
fully insured by the FDIC and (b) a corporation or banking association organized
and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority and (c) with respect to
every successor trustee hereunder either an institution (i) the long-term
unsecured debt obligations of which are rated at least "A" by S&P and "A" by
Fitch or (ii) whose serving as Trustee hereunder would not result in the
lowering of the ratings originally assigned to any Class of Certificates. The
Trustee shall not be an affiliate of the Depositor or the Servicer. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.05, the combined
capital and surplus of such corporation or banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provision of this Section 9.05, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.06.
Section 9.06 Resignation and Removal of Trustee. The Trustee may at
any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Servicer and mailing a copy of such notice to all
Holders of record. The Trustee shall also mail a copy of such notice of
resignation to each Rating Agency. Upon receiving such notice of resignation,
the Servicer shall use their best efforts to promptly appoint a mutually
acceptable successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.05 and shall fail to resign after written
request therefor by the Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Servicer
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor.
The Holders of Certificates evidencing not less than 50% of the
Voting Rights may at any time remove the Trustee by written instrument or
instruments delivered to the Servicer and the Trustee; the Servicer shall
thereupon use their best efforts to appoint a mutually acceptable successor
Trustee in accordance with this Section 9.06.
Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.06 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 9.07.
Section 9.07 Successor Trustee. Any successor Trustee appointed as
provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall duly assign, transfer,
deliver and pay over to the successor Trustee the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee in the administration
hereof as may be reasonably requested by the successor Trustee and shall
thereupon be discharged from all duties and responsibilities under this
Agreement; provided, however, that if the predecessor Trustee has been
terminated pursuant to the third paragraph of Section 9.06, all reasonable
expenses of the predecessor Trustee incurred in complying with this Section 9.07
shall be reimbursed by the Trust.
No successor Trustee shall accept appointment as provided in this
Section 9.07 unless at the time of such appointment such successor Trustee shall
be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee as provided in
this Section 9.07, the Servicer shall cooperate to mail notice of the succession
of such Trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency. If the Servicer
fail to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Servicer.
Section 9.08 Merger or Consolidation of Trustee. Any corporation or
banking association into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation or banking association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or banking association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, if such corporation or banking association
is eligible under the provisions of Section 9.05, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 9.09 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the Servicer and
the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee as
co-trustee or separate trustee of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity, such title to the Trust
Estate, or any part thereof, and, subject to the other provision of this Section
9.09, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within ten days after the receipt by it of a request
to do so, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.05 and no notice to Holders
of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 9.07.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.09, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee. No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; provided, however, that no appointment
of a co-trustee or separate trustee hereunder shall relieve the Trustee of its
obligations hereunder.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged a
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 9.10 Authenticating Agents. The Trustee may appoint one or
more authenticating agents ("Authenticating Agents") which shall be authorized
to act on behalf of the Trustee in authenticating or countersigning
Certificates. Initially, the Authenticating Agent shall be The Bank of New York
Wherever reference is made in this Agreement to the authentication or
countersigning of Certificates by the Trustee or the Trustee's certificate of
authentication or countersigning, such reference shall be deemed to include
authentication or countersigning on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication or countersignature executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent must be
acceptable to the Servicer and must be a corporation or banking association
organized and doing business under the laws of the United States of America or
of any State, having a principal office and place of business in New York, New
York, having a combined capital and surplus of at least $15,000,000, authorized
under such laws to do a trust business and subject to supervision or examination
by Federal or State authorities.
Any corporation or banking association into which any Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Servicer. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Servicer. Upon receiving
a notice of resignation or upon such a termination, or in case, at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicer and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.
Section 9.11 Trustee's Fees and Expenses. The Trustee, as
compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date an amount equal to the Trustee Fee for such Distribution Date
pursuant to Section 5.02(a). The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust and held harmless against
any loss, liability or expense (including reasonable attorney's fees) (a)
incurred in connection with any claim or legal action relating to (i) this
Agreement, (ii) the Certificates, or (iii) the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of any of the Trustee's duties hereunder, (b) resulting from any tax
or information return which was prepared by, or should have been prepared by,
the Servicer and (c) arising out of the transfer of any Private Certificate not
in compliance with ERISA. Such indemnity shall survive the termination of this
Agreement or the resignation or removal of the Trustee hereunder. Without
limiting the foregoing, except as otherwise agreed upon in writing by the
Depositor and the Trustee, and except for any such expense, disbursement or
advance as may arise from the Trustee's gross negligence, bad faith or willful
misconduct, the Trust shall reimburse the Trustee for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Agreement to the extent permitted by Treasury
Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the
Depositor and the Trustee intend to enter into a separate agreement for
custody-related services. Except as otherwise provided herein, the Trustee shall
not be entitled to payment or reimbursement for any routine ongoing expenses
incurred by the Trustee in the ordinary course of its duties as Trustee,
Certificate Registrar or Paying Agent hereunder or for any other expenses.
Section 9.12 Appointment of Custodian. The Trustee may at any time
on or after the Closing Date, with the consent of the Depositor and the
Servicer, appoint one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a custodial agreement
in a form acceptable to the Depositor and the Servicer. Subject to this Article
IX, the Trustee agrees to comply with the terms of each Custodial Agreement and
to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File.
Section 9.13 Paying Agents. The Trustee may appoint one or more
Paying Agents (each, a "Paying Agent") which shall be authorized to act on
behalf of the Trustee in making withdrawals from the Certificate Accounts and
distributions to Certificateholders as provided in Section 3.08 and Section
5.02. Wherever reference is made in this Agreement to the withdrawal from either
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Initially, the
Paying Agent shall be The Bank of New York. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
applicable Certificate Account as the Trustee shall request from time to time.
Each Paying Agent must be reasonably acceptable to the Servicer and must be a
corporation or banking association organized and doing business under the laws
of the United States of America or of any state, having (except in the case of
the Trustee) a principal office and place of business in New York, New York,
having a combined capital and surplus of at least $15,000,000, authorized under
such laws to do a trust business and subject to supervision or examination by
federal or state authorities.
Any corporation into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Paying Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent provided that such
corporation after the consummation of such merger, conversion, consolidation or
succession meets the eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer; provided that the Paying Agent
has returned to the applicable Certificate Account or otherwise accounted, to
the reasonable satisfaction of the Trustee, for all amounts it has withdrawn
from such Certificate Account. The Trustee may, upon prior written approval of
the Servicer, at any time terminate the agency of any Paying Agent by giving
written notice of termination to such Paying Agent and to the Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time any Paying Agent shall cease to be eligible in accordance with the
provisions of the first paragraph of this Section 9.13, the Trustee may appoint,
upon prior written approval of the Servicer, a successor Paying Agent, shall
give written notice of such appointment to the Servicer and shall mail notice of
such appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.
Section 9.14 Limitation of Liability. The Certificates are executed
by the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it by
this Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such preceding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee. Any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursement and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Certificateholders in respect of which such
judgment has been recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default or
other default by the Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.
Section 9.17 Waiver of Bond Requirement. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement. The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may be
located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective
obligations and responsibilities of the Depositor, the Servicer and the Trustee
created hereby (other than the obligation of the Trustee to make certain
payments to Certificateholders after the Final Distribution Date and to send
certain notices as hereinafter set forth and the obligations of the Trustee
pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date pursuant to
this Article X following the earlier of (a) the purchase by the Depositor of all
Mortgage Loans and all REO Property at a price equal to the sum of (i) 100% of
the Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan
as to which REO Property has been acquired and whose fair market value is
included pursuant to clause (ii) below) and (ii) the fair market value of such
REO Property relating (as determined by the Depositor as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the fourth
paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any
Class of Certificates and Component Unpaid Interest Shortfall for any Component
as well as one month's interest at the related Mortgage Rate on the Stated
Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which
REO Property has been acquired) or (b) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Estate or the disposition of all REO Property.
Regardless of the foregoing, in no event shall the Trust created
hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of 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 of the Mortgage Loans
is conditioned upon the Pool Stated Principal Balance of the Mortgage Loans as
of such Final Distribution Date being less than 10% of the Cut-off Date Pool
Principal Balance. If such right is exercised, the Trustee shall, promptly
following payment of the purchase price, release to the Depositor or its
designee the Mortgage Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and for cancellation, shall be given promptly
by the Depositor (if exercising its right to purchase the assets of the Trust)
or by the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying (1) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final payment and (3)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. If the
Depositor is obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Trustee and the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Depositor, the Depositor shall deposit in the applicable Certificate Account
on or before the Final Distribution Date in immediately available funds an
amount equal to the amount necessary to make the amount, if any, on deposit in
such Certificate Account on the Final Distribution Date equal to the purchase
price for the related assets computed as above provided together with a
statement as to the amount to be distributed on each Class of Certificates
pursuant to the next succeeding paragraph.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each Class, in the order
set forth in Section 5.02 hereof, on the Final Distribution Date and in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (I) as to each Class of
Certificates, the Class Certificate Balance thereof plus (a) accrued interest
thereon in the case of an interest bearing Certificate and (b) the applicable
Class A-PO Deferred Amount with respect to the Class A-PO Components, and (II)
as to the Class 1-A-R Certificate, the amount, if any, which remains on deposit
in the Certificate Accounts (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 applicable Certificate Account
not distributed in final distribution to Certificateholders of such Group to
continue to be held by the Trustee in an Eligible Account for the benefit of
such Certificateholders and the Depositor (if it exercised its right to purchase
the assets of the Trust Estate) or the Trustee (in any other case) shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such Eligible Account.
Section 10.02 Additional Termination Requirements. (a) If the
Depositor exercises its purchase option as provided in Section 10.01, the Trust
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that the
failure of the Trust to comply with the requirements of this Section 10.02 will
not (i) result in the imposition of taxes on "prohibited transactions" of the
Trust as defined in Section 860F of the Code, or (ii) cause the Trust Estate to
fail to qualify as 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 its 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 of the Related
Group 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 either Certificate Account provided that
(a) such change shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder and (b)
such change shall not adversely affect the then-current rating of the Senior
Certificates, the Class 1-B-1 Certificates, the Class 1-B-2 Certificates, the
Class 1-B-3 Certificates, the Class 1-B-4 Certificates, the Class 1-B-5
Certificates, the Class 2-B-1 Certificates, the Class 2-B-2 Certificates, the
Class 2-B-3 Certificates, the Class 2-B-4 Certificates, the Class 2-B-5
Certificates, the Class 3-B-1 Certificates, the Class 3-B-2 Certificates, the
Class 3-B-3 Certificates, the Class 3-B-4 Certificates or the Class 3-B-5
Certificates as evidenced by a letter from each Rating Agency rating such
Certificates to such effect, and (v) to reduce the percentage of the Pool Stated
Principal Balance of a Loan Group at which the Depositor will have the option to
purchase all the remaining Mortgage Loans in accordance with Section 10.01,
provided that such reduction is considered necessary by the Depositor, as
evidenced by an Officer's Certificate delivered to the Trustee, to preserve the
treatment of the transfer of the Mortgage Loans of such Loan Group to the
Depositor by the Seller or to the Trust by the Depositor as sale for accounting
purposes, and (vi) to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, provided that the
amendment shall not be deemed to adversely affect in any material respect the
interests of the Certificateholders and no Opinion of Counsel to that effect
shall be required if the Person requesting the amendment obtains a letter from
each Rating Agency stating that the amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the
Certificates.
This Agreement may also be amended from time to time by the
Depositor, the Servicer and the Trustee, with the consent of the Holders of
Certificates of each Class of Certificates which is affected by such amendment,
evidencing, as to each such Class of Certificates, Percentage Interests
aggregating not less than 66-2/3%, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of such Certificates;
provided, however, that no such amendment shall (A) reduce in any manner the
amount of, or delay the timing of, collections of payments on Mortgage Loans or
distributions which are required to be made on any Certificate without the
consent of the Holder of such Certificate or (B) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders of
all Certificates then Outstanding.
Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee with an Opinion of Counsel stating whether such amendment
would adversely affect the qualification of the 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 00000-0000, 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, 0 Xxxx Xxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Corporate Trust - MBS Group (Fax: (000) 000-0000), (d) in the case of S&P,
Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Residential Mortgage Surveillance Group,
and (e) in the case of Fitch, Fitch 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 Xxxx
Title: Vice President
BANK OF AMERICA, N.A.,
as Servicer
By: ____________________________________
Name: Xxxxxx X. XxXxxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK,
as Trustee
By: ____________________________________
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
)
On the 21st day of February, 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 he signed his name thereto by order
of the Board of Directors of such corporation.
________________________________________
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 21st day of February, 2002, before me, a notary public in and
for the State of North Carolina, personally appeared Xxxx Xxxx, known to me who,
being by me duly sworn, did depose and say that she is the Vice President of
Bank of America Mortgage Securities, Inc. a Delaware corporation, one of the
parties that executed the foregoing instrument; and that he/she signed his/her
name thereto by order of the Board of Directors of such corporation.
________________________________________
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 21st day of February, 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-A-1
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-1
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $246,589,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H CX 4
ISIN No.: US06050HCX44
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-2
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-2
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $25,356,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H CY 2
ISIN No.: US06050HCY27
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-3
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-3
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $15,588,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H CZ 9
ISIN No.: US06050HCZ91
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-4
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-4
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,112,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DA 3
ISIN No.: US06050HDA32
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-5
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-5
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-5
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,470,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DB 1
ISIN No.: US06050HDB15
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-6
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-6
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-6
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,200,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DC 9
ISIN No.: US06050HDC97
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-7
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-7
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-7
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,100,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DD 7
ISIN No.: US06050HDD70
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-8
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-8
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-8
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $35,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DE 5
ISIN No.: US06050HDE53
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class A-PO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class A-PO
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,223,311.00
CUSIP No.: 06050H DU 9
ISIN No.: US06050HDU95
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 February 21, 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.
For the purposes of determining distributions in reduction of Class
Certificate Balance, the Class A-PO Certificates will be deemed to consist of
three components which are not severable (each, a "Component").
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This Class A-PO Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-R
[FORM OF FACE OF CLASS 1-A-R CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-R
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CLASS 1-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-A-R
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of three loan groups (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DF 2
ISIN No.: US06050HDF29
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 February 21, 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.
Any distribution of the proceeds of any remaining assets of the
Certificate Account will be made only upon presentment and surrender of this
Class 1-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 1-A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
1-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee; (ii) no Person shall acquire an
ownership interest in this Class 1-A-R Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 1-A-R Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form of
Exhibit I to the Pooling and Servicing Agreement; (iv) notwithstanding the
delivery of an affidavit by a proposed transferee under clause (iii) above, if a
Responsible Officer of the Trustee has actual knowledge that the proposed
transferee is not a Permitted Transferee, no transfer of any Ownership Interest
in this Residual Certificate to such proposed transferee shall be effected; (v)
this Residual Certificate may not be purchased by or transferred to any Person
that is not a U.S. Person, unless (A) such Person holds this Residual
Certificate in connection with the conduct of a trade or business within the
United States and furnishes the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Trustee an Opinion of Counsel
from a nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of this Residual Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class 1-A-R Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class 1-A-R Certificate in violation of such restrictions, then the
Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-2-A-1
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-A-1
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $144,017,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DG 0
ISIN No.: US06050HDG02
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-3-A-1
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-A-1
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $146,347,500.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H DH 8
ISIN No.: US06050HDH84
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-3-A-2
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
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 3-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS 3-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-A-2
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,852,500.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H DJ 4
ISIN No.: US06050HDJ41
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1-B-1
[FORM OF FACE OF CLASS 1-B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES AND THE CLASS 1-A-PO COMPONENT AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-B-1
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,552,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DK 1
ISIN No.: US06050HDK14
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1-B-2
[FORM OF FACE OF CLASS 1-B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT AND CLASS 1-B-1 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-B-2
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,926,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DL 9
ISIN No.: US06050HDL96
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1-B-3
[FORM OF FACE OF CLASS 1-B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT, CLASS 1-B-1 AND CLASS 1-B-2 CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-B-3
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,401,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DM 7
ISIN No.: US06050HDM79
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1-B-4
[FORM OF FACE OF CLASS 1-B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT, CLASS 1-B-1, CLASS 1-B-2 AND CLASS 1-B-3
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-B-4
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $525,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 00000X XX 7
ISIN No.: US06050HDV78
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 February 21, 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.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1-B-5
[FORM OF FACE OF CLASS 1-B-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT, CLASS 1-B-1, CLASS 1-B-2, CLASS 1-B-3 AND
CLASS 1-B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-B-5
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $525,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DW 5
ISIN No.: US06050HDW51
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 February 21, 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.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1-B-6
[FORM OF FACE OF CLASS 1-B-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT, CLASS 1-B-1, CLASS 1-B-2, CLASS 1-B-3,
CLASS 1-B-4 AND CLASS 1-B-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 1-B-6
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $701,170.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DX 3
ISIN No.: US06050HDX35
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 February 21, 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.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2-B-1
[FORM OF FACE OF CLASS 2-B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES AND THE CLASS 2-A-PO COMPONENT AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-B-1
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,938,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DN 5
ISIN No.: US06050HDN52
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2-B-2
[FORM OF FACE OF CLASS 2-B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT AND CLASS 2-B-1 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-B-2
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $819,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DP 0
ISIN No.: US06050HDP01
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2-B-3
[FORM OF FACE OF CLASS 2-B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT, CLASS 2-B-1 AND CLASS 2-B-2 CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-B-3
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $596,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DQ 8
ISIN No.: US06050HDQ83
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2-B-4
[FORM OF FACE OF CLASS 2-B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT, CLASS 2-B-1, CLASS 2-B-2 AND CLASS 2-B-3
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-B-4
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $224,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DY 1
ISIN No.: US06050HDY18
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 February 21, 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.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2-B-5
[FORM OF FACE OF CLASS 2-B-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT, CLASS 2-B-1, CLASS 2-B-2, CLASS 2-B-3 AND
CLASS 2-B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-B-5
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $224,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H DZ 8
ISIN No.: US06050HDZ82
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 February 21, 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.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2-B-6
[FORM OF FACE OF CLASS 2-B-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT, CLASS 2-B-1, CLASS 2-B-2, CLASS 2-B-3,
CLASS 2-B-4 AND CLASS 2-B-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 2-B-6
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $298,726.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EA 2
ISIN No.: US06050HEA23
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 February 21, 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.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-3-B-1
[FORM OF FACE OF CLASS 3-B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 3-A
CERTIFICATES AND THE CLASS 3-A-PO COMPONENT AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-B-1
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $902,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H DR 6
ISIN No.: US06050HDR66
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-3-B-2
[FORM OF FACE OF CLASS 3-B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 3-A
CERTIFICATES, CLASS 3-A-PO COMPONENT AND CLASS 3-B-1 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-B-2
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $375,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H DS 4
ISIN No.: US06050HDS40
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-3-B-3
[FORM OF FACE OF CLASS 3-B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 3-A
CERTIFICATES, CLASS 3-A-PO COMPONENT, CLASS 3-B-1 AND CLASS 3-B-2 CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-B-3
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $226,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H DT 2
ISIN No.: US06050HDT23
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 February 21, 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.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-3-B-4
[FORM OF FACE OF CLASS 3-B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 3-A
CERTIFICATES, CLASS 3-A-PO COMPONENT, CLASS 3-B-1, CLASS 3-B-2 AND CLASS 3-B-3
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-B-4
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $150,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H EB 0
ISIN No.: US06050HEB06
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 February 21, 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.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-3-B-5
[FORM OF FACE OF CLASS 3-B-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 3-A
CERTIFICATES, CLASS 3-A-PO COMPONENT, CLASS 3-B-1, CLASS 3-B-2, CLASS 3-B-3 AND
CLASS 3-B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-B-5
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $75,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H EC 8
ISIN No.: US06050HEC88
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 February 21, 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.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-3-B-6
[FORM OF FACE OF CLASS 3-B-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 3-A
CERTIFICATES, CLASS 3-A-PO COMPONENT, CLASS 3-B-1, CLASS 3-B-2, CLASS 3-B-3,
CLASS 3-B-4 AND CLASS 3-B-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-2
Class 3-B-6
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: February 1, 2002
First Distribution Date: March 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $150,590.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H ED 6
ISIN No.: US06050HED61
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 February 21, 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.
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 aggregate Stated Principal Balance
is less than 10% of the aggregate aggregate Cut-Off Date Principal Balance, the
Depositor will have the option to repurchase, in whole, from the Trust all
remaining Mortgage Loans and all property acquired in respect of such Mortgage
Loans at a purchase price determined as provided in the Pooling and Servicing
Agreement. The 10% may be reduced by an amendment to the Pooling and Servicing
Agreement without Certificateholder consent under certain conditions set forth
in the Pooling and Servicing Agreement. In the event that no such optional
repurchase occurs, the obligations and responsibilities created by the Pooling
and Servicing Agreement will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust or the disposition of all property in respect thereof and
the distribution to Certificateholders of all amounts required to be distributed
pursuant to the Pooling and Servicing Agreement. In no event shall the Trust
created by the Pooling and Servicing Agreement continue beyond the expiration of
21 years from the death of the last survivor of the descendants of 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-1
LOAN GROUP 1 MORTGAGE LOAN SCHEDULE
BANK OF AMERICA MORTGAGE SECURITIES, INC.
BAMSI 2002-2: GROUP 1
MORTGAGE LOAN SCHEDULE
LOAN PROPERTY LOAN DOC ORIG INTEREST ORIGINAL 1ST PAYMENT
NUMBER TYPE OCCUPANCY PURPOSE TYPE LTV RATE PB DATE
------------------------------------------------------------------------------------------------------------------------------------
6004400724 Single Family Primary Purchase Rapid 69.93 6.500 500,000 20020201
6004805583 Single Family Primary Refinance Rapid 78.65 6.750 509,695 20020101
6005643876 PUD Primary Refinance Reduced 14.11 6.625 465,697 20020301
6006489881 PUD Primary Refinance Reduced 73.90 6.875 399,080 20020201
0000000000 PUD Primary Cash-out Refinance Rapid 49.24 6.625 325,000 20020301
6007032052 PUD Primary Purchase Reduced 80.00 6.875 367,920 20020101
6007181776 Single Family Primary Refinance Reduced 69.74 6.875 673,000 20020201
6007260752 Single Family Primary Purchase Rapid 80.00 7.125 560,000 20020201
6007700112 Condominium Primary Refinance Reduced 77.37 6.875 472,000 20020301
6007709881 Single Family Primary Refinance Rapid 50.30 7.125 327,000 20020301
6008463751 Single Family Primary Cash-out Refinance Standard 60.95 6.875 445,000 20020201
6008545235 PUD Primary Refinance Standard 74.68 6.625 301,000 20020201
6008621051 PUD Primary Purchase Rapid 79.99 6.500 337,150 20020201
6008825082 Single Family Primary Refinance Rapid 67.20 7.250 420,000 20020101
6009220986 Single Family Primary Refinance Reduced 80.00 7.000 380,000 20020301
6009274041 PUD Primary Refinance Reduced 76.79 7.000 307,196 20020201
6009984862 Single Family Primary Purchase Standard 80.00 7.375 340,000 20020201
6010247507 Single Family Primary Refinance Reduced 57.37 6.750 393,000 20020201
6012975527 PUD Primary Purchase Standard 80.00 6.875 428,000 20020201
6013479966 Single Family Primary Refinance Rapid 69.14 7.000 325,000 20020301
6014101775 Single Family Primary Refinance Rapid 80.00 6.750 336,000 20020201
6014230145 Single Family Primary Refinance Reduced 62.87 6.500 317,500 20020201
6017098200 Single Family Primary Refinance Reduced 80.00 6.875 344,000 20020201
6017861532 Single Family Primary Purchase Standard 80.00 7.000 495,620 20020101
6018365764 Single Family Primary Purchase Rapid 80.00 6.875 688,000 20020201
6018787389 Single Family Primary Purchase Rapid 48.19 6.875 500,000 20020301
6019166393 Single Family Primary Refinance Standard 80.00 6.625 332,000 20020201
6020381049 PUD Primary Purchase Standard 80.00 6.625 464,400 20020201
6022023185 Single Family Primary Purchase Rapid 80.00 7.250 600,000 20020301
6022986175 Single Family Primary Refinance Rapid 49.09 6.875 405,000 20020201
6023784124 Single Family Primary Cash-out Refinance Reduced 65.00 6.625 650,000 20020201
6026510179 Condominium Primary Refinance Reduced 68.44 6.500 366,200 20020301
6027710844 Single Family Primary Refinance Reduced 38.51 6.875 337,000 20020201
6028377403 Condominium Primary Refinance Rapid 73.91 7.250 379,200 20020301
0000000000 Single Family Primary Cash-out Refinance Reduced 72.13 6.625 440,000 20020201
6033348928 Single Family Primary Refinance Reduced 43.33 7.125 520,000 20020201
0000000000 Single Family Primary Refinance Rapid 80.00 7.250 544,000 20020201
6033722528 PUD Primary Refinance Reduced 73.58 6.750 515,080 20020301
6034873486 Single Family Secondary Refinance Reduced 80.00 6.625 360,000 20020201
6035383550 Single Family Primary Purchase Rapid 62.00 7.375 408,000 20020301
6037082457 PUD Primary Cash-out Refinance Rapid 67.97 6.875 365,000 20020201
6038464142 Single Family Primary Cash-out Refinance Standard 66.41 6.625 348,680 20020201
6038471352 PUD Primary Refinance Standard 80.00 6.500 380,000 20020301
6040216902 Single Family Primary Purchase Reduced 79.94 7.000 311,000 20020201
6042297439 PUD Primary Refinance Reduced 71.85 6.500 600,000 20020201
0000000000 PUD Primary Cash-out Refinance Rapid 72.70 7.125 379,500 20020201
6044020987 Single Family Primary Refinance Reduced 76.67 7.500 341,200 20020201
0000000000 Single Family Primary Refinance Reduced 46.78 7.000 400,000 20020301
6046964026 Single Family Primary Purchase Reduced 80.00 7.500 344,000 20020301
6048030834 PUD Primary Purchase Reduced 80.00 6.875 368,000 20020301
6050608832 Single Family Primary Purchase Rapid 33.44 6.500 1,000,000 20020101
6051627849 Single Family Secondary Refinance Reduced 79.83 7.000 395,200 20020301
6052101901 Single Family Primary Purchase Reduced 80.00 6.750 372,000 20020301
6052443519 Single Family Primary Refinance Standard 65.26 6.625 930,000 20020201
6053118169 Single Family Primary Purchase Reduced 80.00 6.875 400,000 20020201
0000000000 Single Family Primary Cash-out Refinance Reduced 30.73 6.625 730,000 20020201
6055658121 PUD Primary Refinance All Ready Home 41.87 6.750 691,000 20020301
6059252905 PUD Primary Cash-out Refinance Rapid 57.84 7.125 590,000 20020201
6059608619 PUD Primary Purchase Reduced 73.19 6.875 355,000 20020301
0000000000 PUD Secondary Refinance All Ready Home 56.85 7.375 568,500 20020301
6060937056 PUD Primary Purchase Standard 74.00 6.375 481,000 20020201
6062936395 Single Family Primary Purchase Reduced 80.00 6.750 396,000 20020201
6063041484 Single Family Primary Refinance Reduced 72.65 6.875 380,000 20020201
6065006709 PUD Primary Purchase Standard 79.61 6.625 410,000 20020301
6065035708 Single Family Primary Cash-out Refinance Reduced 73.33 6.750 385,000 20020201
6065095975 Single Family Primary Refinance Reduced 88.79 6.500 368,500 20020201
6065191014 PUD Primary Refinance Standard 70.29 6.750 404,200 20020201
6065305465 Single Family Primary Refinance Standard 70.75 6.625 307,800 20011201
0000000000 Single Family Primary Refinance Reduced 69.40 6.875 465,000 20020201
6079290422 PUD Primary Purchase Reduced 80.00 6.250 410,720 20020301
6083191285 Single Family Primary Refinance Reduced 80.00 6.625 340,000 20020301
6085478904 Single Family Primary Cash-out Refinance Standard 21.66 6.500 650,000 20020301
6089181751 Single Family Primary Cash-out Refinance Rapid 80.00 7.250 378,400 20020301
6090481604 Single Family Primary Refinance Standard 76.85 6.875 403,500 20020201
6091115177 Single Family Primary Refinance Standard 75.20 6.875 376,000 20020201
6092017240 Single Family Primary Purchase Reduced 80.00 6.875 465,600 20020301
0000000000 Single Family Primary Cash-out Refinance Rapid 70.31 7.250 450,000 20020201
6093647599 Single Family Primary Purchase Reduced 80.00 7.000 320,800 20020201
6095174154 Single Family Primary Cash-out Refinance Rapid 60.53 6.500 399,500 20020101
6096244667 PUD Primary Purchase Rapid 80.00 6.875 354,000 20020201
6097764515 Single Family Primary Refinance Reduced 66.66 6.500 600,000 20020201
6102329221 Single Family Primary Cash-out Refinance Reduced 72.83 6.750 630,000 20020201
6104067449 Single Family Primary Refinance Reduced 80.00 7.500 460,000 20020301
6111917255 Single Family Primary Refinance Reduced 74.84 6.500 470,000 20020201
6117251717 Single Family Primary Refinance Standard 61.11 6.500 858,000 20020201
6118851879 Single Family Primary Cash-out Refinance Rapid 70.00 6.750 367,500 20020301
6120436107 Single Family Primary Cash-out Refinance Standard 48.05 7.375 817,000 20020201
6121472192 Single Family Primary Refinance Standard 79.87 6.500 674,918 20020201
6122122242 Single Family Primary Cash-out Refinance Standard 80.00 7.750 352,000 20020301
6129117963 Single Family Primary Cash-out Refinance Rapid 60.00 6.875 360,000 20020301
6132267201 PUD Primary Cash-out Refinance Standard 54.05 7.125 500,000 20020301
6133963659 Single Family Primary Cash-out Refinance Rapid 69.49 6.875 410,000 20020201
6137359375 Single Family Primary Cash-out Refinance Standard 62.85 7.500 440,000 20020201
6139039439 Single Family Secondary Purchase Rapid 80.00 7.250 519,200 20020301
6140822658 PUD Primary Refinance Reduced 68.83 6.875 318,000 20020201
6141413531 Single Family Primary Refinance Rapid 79.34 7.375 484,000 20020301
6141509726 Single Family Secondary Refinance Reduced 63.36 7.000 358,000 20020301
6144175392 PUD Primary Purchase Reduced 77.72 7.250 383,900 20020301
6144608434 Single Family Primary Cash-out Refinance Reduced 65.43 6.625 320,000 20020201
6146980302 PUD Secondary Refinance Standard 59.25 6.625 617,000 20020201
6148300707 PUD Primary Refinance Reduced 63.67 6.500 480,000 20020201
6149057652 Single Family Primary Purchase Reduced 68.99 6.750 445,000 20020201
6151037212 Single Family Primary Cash-out Refinance Reduced 63.00 6.500 315,000 20020201
6155736967 PUD Primary Refinance All Ready Home 47.20 6.875 590,000 20020201
6162879891 PUD Primary Purchase Rapid 79.99 6.750 513,152 20020201
6163976811 PUD Primary Cash-out Refinance Standard 59.77 6.625 538,000 20020201
0000000000 PUD Primary Cash-out Refinance Standard 69.43 7.000 368,000 20020301
6169664015 Single Family Primary Cash-out Refinance Reduced 54.06 6.750 392,000 20020201
6169979710 Single Family Primary Cash-out Refinance Standard 60.00 6.875 690,000 20020101
6170202318 Single Family Primary Purchase Reduced 74.73 7.250 500,000 20020301
6170981143 Single Family Primary Cash-out Refinance Rapid 70.00 6.750 586,600 20020301
6172868538 Single Family Primary Refinance Standard 74.43 6.750 338,700 20020201
6173765352 Single Family Primary Cash-out Refinance Standard 47.05 7.250 400,000 20020301
6186088271 PUD Primary Cash-out Refinance Standard 74.11 6.750 315,000 20020201
6186905623 Single Family Primary Cash-out Refinance Reduced 74.94 7.625 356,000 20020301
0000000000 PUD Primary Refinance Reduced 80.00 6.625 438,400 20020301
6189429100 PUD Primary Refinance Reduced 71.15 6.625 370,000 20020201
6189970723 Single Family Secondary Refinance Standard 65.63 7.500 393,800 20020201
0000000000 PUD Primary Purchase Standard 80.00 7.250 381,600 20020301
6192079348 Single Family Primary Refinance Reduced 80.00 6.750 420,000 20020301
6193420319 Single Family Primary Purchase Rapid 80.00 6.750 363,200 20020201
6193857841 Single Family Primary Cash-out Refinance Standard 48.26 6.625 724,000 20020201
6196932393 Single Family Primary Refinance Rapid 59.09 6.875 650,000 20020201
6196952979 PUD Primary Refinance Reduced 66.07 6.625 370,000 20020201
6198316421 Single Family Primary Cash-out Refinance Standard 75.00 7.000 352,500 20011001
6202438575 Single Family Primary Refinance Rapid 80.00 6.750 376,000 20020201
6204234469 PUD Primary Refinance Reduced 58.35 6.875 408,500 20020201
6205215194 PUD Primary Refinance Standard 80.00 6.875 308,000 20020201
6205405092 PUD Primary Refinance Standard 72.14 6.750 339,063 20020201
6205517524 Single Family Primary Cash-out Refinance Rapid 61.55 6.875 325,000 20020201
6205843417 PUD Primary Refinance Reduced 43.97 7.000 328,500 20020201
6205982298 Single Family Primary Cash-out Refinance Rapid 13.69 6.875 1,000,000 20020201
6206319367 Single Family Primary Refinance Reduced 72.79 6.250 340,700 20020201
6206508068 Single Family Primary Refinance Reduced 44.94 6.750 427,000 20020201
6207225357 Single Family Primary Refinance Reduced 40.16 6.625 482,000 20020201
6207771905 PUD Primary Purchase Reduced 78.26 7.125 360,000 20020301
6211151722 Single Family Primary Refinance Rapid 34.04 6.750 400,000 20020201
0000000000 Single Family Primary Cash-out Refinance Standard 40.98 6.875 334,000 20020201
6220148917 Single Family Primary Purchase Rapid 70.00 6.750 352,100 20020301
6220578709 Single Family Primary Cash-out Refinance Standard 62.91 6.250 324,000 20020201
6221863803 Single Family Primary Refinance Standard 80.00 7.250 336,000 20020201
6223475879 Single Family Secondary Cash-out Refinance Standard 50.00 7.250 487,500 20020201
6224068483 Single Family Primary Refinance Rapid 30.43 6.750 700,000 20011201
6224673696 Single Family Primary Purchase Reduced 80.00 6.625 308,000 20020201
6228138548 PUD Primary Cash-out Refinance Standard 75.50 7.125 302,000 20020101
6229422677 Single Family Primary Purchase Reduced 72.72 6.375 500,000 20020201
6230926773 Single Family Primary Refinance Reduced 79.81 6.500 340,000 20020201
6233381810 Condominium Primary Cash-out Refinance Rapid 63.07 6.875 410,000 20020301
6234936224 Single Family Primary Cash-out Refinance Rapid 75.55 6.500 340,000 20020201
6239893065 Single Family Primary Cash-out Refinance Reduced 44.95 7.125 494,500 20020301
6241340501 PUD Primary Refinance Rapid 39.82 7.000 677,000 20020301
6243513345 PUD Primary Purchase Reduced 78.94 7.125 750,000 20020301
6245531097 Single Family Primary Cash-out Refinance Standard 71.42 6.750 325,000 20020201
6247263806 PUD Primary Refinance All Ready Home 72.70 7.000 319,920 20020201
6248900661 PUD Primary Purchase Rapid 65.15 6.750 301,000 20020201
6250674972 Single Family Primary Cash-out Refinance Reduced 70.23 6.875 374,377 20020301
6253497330 Single Family Secondary Purchase Rapid 74.19 7.375 575,000 20020301
6256079150 Single Family Primary Cash-out Refinance Rapid 44.60 6.875 500,000 20020201
6256550085 Single Family Primary Purchase Rapid 69.99 6.125 552,559 20020301
6258905253 PUD Primary Purchase Reduced 54.07 7.250 630,000 20020201
6262621003 PUD Primary Refinance Standard 48.47 6.375 412,000 20020301
6268331235 Single Family Secondary Purchase Rapid 78.43 7.000 600,000 20020301
6268546048 Single Family Primary Cash-out Refinance Standard 72.88 6.875 328,000 20011201
6279048935 Single Family Primary Refinance All Ready Home 51.42 7.000 324,000 20020301
6281302528 PUD Primary Refinance Reduced 78.92 6.750 487,744 20020301
6285352727 Condominium Secondary Refinance Standard 74.56 7.250 343,000 20020201
6285516586 PUD Primary Refinance Reduced 68.53 6.625 305,000 20020201
6285612302 PUD Primary Refinance Standard 70.00 7.375 358,400 20020201
6287666389 PUD Secondary Refinance Standard 61.53 6.750 1,000,000 20020301
6289087980 Single Family Primary Refinance Rapid 78.83 7.250 378,400 20020201
6294932881 Single Family Primary Refinance Standard 76.31 7.375 437,000 20020201
6296346882 Single Family Primary Purchase Rapid 89.99 7.125 465,700 20020301
6300625420 Single Family Primary Refinance Rapid 79.97 7.125 559,000 20020301
6304217760 PUD Primary Cash-out Refinance Standard 58.57 6.875 369,000 20011201
6309355326 Single Family Primary Refinance Reduced 65.39 6.750 342,000 20020301
6312030270 Single Family Primary Purchase Rapid 80.00 7.375 508,000 20020301
0000000000 PUD Primary Purchase Standard 76.61 6.875 712,500 20020201
6318757439 Two Family Primary Cash-out Refinance Rapid 52.58 6.875 412,775 20020301
6319893100 PUD Secondary Purchase Standard 80.00 6.875 635,200 20020201
6323813417 Single Family Primary Refinance Reduced 77.20 6.500 386,000 20020101
6327448905 Single Family Primary Cash-out Refinance Rapid 79.22 6.750 305,000 20020201
6327696149 Single Family Primary Cash-out Refinance Reduced 70.00 6.750 329,000 20020201
6332726220 PUD Primary Cash-out Refinance Standard 75.00 7.250 352,500 20011101
6342529044 Single Family Primary Refinance Reduced 43.62 6.875 414,440 20020201
6343733173 Single Family Primary Refinance Reduced 65.96 6.750 432,100 20020301
6344707473 Single Family Primary Purchase Rapid 72.72 6.875 400,000 20020201
6347108661 PUD Secondary Purchase Reduced 80.00 6.750 479,200 20020301
6348494870 Condominium Secondary Refinance Standard 33.46 7.250 430,000 20020201
6349710621 PUD Primary Refinance Standard 76.82 6.750 315,000 20020201
6350105984 Single Family Secondary Purchase Reduced 70.00 7.125 584,500 20020201
6350661689 PUD Primary Cash-out Refinance Standard 79.45 6.625 348,000 20020301
6353316646 Single Family Primary Cash-out Refinance Rapid 66.66 6.625 340,000 20020201
6354101732 Single Family Primary Refinance Reduced 73.96 6.875 484,472 20020201
6356158870 Single Family Primary Cash-out Refinance Rapid 66.00 7.125 330,000 20020201
6357470753 Single Family Primary Cash-out Refinance Rapid 75.00 6.375 318,750 20020201
6362100569 Single Family Primary Refinance Reduced 66.38 6.750 730,200 20020201
0000000000 Single Family Primary Refinance Rapid 59.15 6.875 976,000 20020101
6366359690 Single Family Secondary Refinance Reduced 67.60 7.000 338,000 20020201
6367827190 PUD Primary Cash-out Refinance Standard 68.18 6.500 750,000 20020201
6368906100 Single Family Primary Cash-out Refinance Standard 70.00 6.750 654,500 20020201
6376183114 PUD Secondary Refinance All Ready Home 57.89 6.750 550,000 20020301
6381964540 Single Family Primary Cash-out Refinance Standard 72.35 7.750 390,000 20010901
6388620970 PUD Primary Purchase Rapid 80.00 6.875 327,200 20020201
6389488013 Single Family Primary Refinance Rapid 63.28 6.625 405,000 20020201
6390222864 Single Family Primary Refinance Standard 58.69 7.125 395,621 20020301
6402244823 Single Family Primary Refinance Reduced 73.86 6.750 325,000 20020201
6403785014 Single Family Primary Refinance Rapid 68.71 6.625 560,000 20020201
6404897479 Single Family Primary Cash-out Refinance Rapid 67.40 6.625 364,000 20020301
6405818094 Single Family Primary Refinance Reduced 70.00 6.750 402,500 20020201
6407368973 Two Family Primary Refinance Standard 80.00 7.375 616,000 20020301
6411463125 Single Family Primary Purchase Rapid 80.00 7.500 348,000 20020301
6411716605 Single Family Primary Refinance Reduced 68.58 7.375 583,000 20020201
6414337391 Single Family Primary Refinance Standard 69.09 6.625 450,500 20020101
6414596988 PUD Primary Refinance Reduced 71.78 6.625 466,580 20020301
6417179402 Single Family Primary Refinance Standard 79.68 7.000 498,000 20020201
6421748085 PUD Primary Refinance Standard 79.70 6.875 390,578 20020201
6423903175 Single Family Primary Purchase Rapid 74.76 7.250 400,000 20020301
6428243965 Single Family Primary Purchase Rapid 80.00 7.625 519,200 20020301
6430933553 Single Family Primary Purchase Standard 80.00 7.250 535,764 20020301
6434680911 Single Family Primary Cash-out Refinance Standard 72.38 7.250 380,000 20020301
6434978802 PUD Primary Refinance Reduced 47.30 6.250 615,000 20020201
6436005489 Single Family Secondary Refinance Rapid 76.95 7.125 354,000 20020201
6437119883 Single Family Primary Refinance Standard 73.50 6.500 370,654 20020201
6437510917 Single Family Primary Cash-out Refinance Standard 16.19 6.500 400,000 20020301
0000000000 PUD Secondary Refinance Rapid 69.93 7.375 500,000 20020201
6442863772 Single Family Primary Purchase Standard 71.42 7.625 1,000,000 20020201
0000000000 Single Family Primary Cash-out Refinance Reduced 63.63 6.750 350,000 20020301
6446832179 PUD Primary Refinance Reduced 77.21 6.750 305,000 20020201
6447773752 Single Family Primary Purchase Rapid 80.00 7.375 348,800 20020201
6448979986 Single Family Primary Purchase Rapid 80.00 7.500 383,200 20020201
6453077577 Single Family Primary Purchase Rapid 80.00 7.500 376,000 20020201
6454197721 Single Family Primary Cash-out Refinance Rapid 74.19 7.250 345,000 20020301
6459512635 PUD Primary Purchase Rapid 80.00 6.875 626,000 20020301
0000000000 Single Family Primary Purchase Rapid 80.00 7.250 700,000 20020301
6462570166 PUD Primary Refinance Reduced 78.12 6.875 400,000 20020101
6466325526 PUD Primary Purchase Reduced 74.99 6.875 329,900 20020201
0000000000 PUD Primary Refinance Rapid 63.50 6.875 762,000 20020301
6472980595 Single Family Secondary Refinance Rapid 66.55 6.500 619,000 20020301
6474155154 Single Family Secondary Purchase Standard 79.87 6.750 649,000 20020201
6476269748 PUD Primary Purchase Reduced 80.00 6.875 385,600 20020301
6476922973 Single Family Primary Cash-out Refinance Standard 75.00 7.000 303,750 20011201
6477388786 Single Family Primary Refinance Reduced 65.41 6.875 334,923 20020201
6478120576 Single Family Primary Cash-out Refinance Reduced 66.66 6.625 550,000 20020301
6479966142 Single Family Primary Refinance Rapid 37.41 7.000 580,000 20020301
6481152947 PUD Primary Purchase Reduced 80.00 6.750 428,000 20020201
6481308473 Single Family Primary Refinance Standard 49.44 6.875 445,000 20020201
6481921770 Single Family Primary Cash-out Refinance Rapid 65.12 7.125 400,500 20020201
6483430846 Single Family Primary Cash-out Refinance Rapid 40.00 7.000 480,000 20020201
6486902908 Single Family Primary Cash-out Refinance Reduced 64.14 6.375 641,400 20020201
6488520146 Single Family Secondary Refinance All Ready Home 54.33 6.750 326,000 20020201
0000000000 PUD Primary Cash-out Refinance Reduced 44.57 6.750 370,000 20020201
6489773470 Single Family Primary Cash-out Refinance Reduced 67.66 6.000 450,000 20020201
6489918695 PUD Primary Cash-out Refinance Standard 55.50 6.625 555,000 20020201
6491102296 Single Family Primary Cash-out Refinance Standard 72.83 7.125 370,750 20011001
0000000000 Single Family Primary Refinance Standard 80.00 7.500 672,000 20020201
6492922502 Single Family Primary Refinance Reduced 89.94 6.500 333,700 20020301
0000000000 Single Family Primary Refinance Reduced 72.87 6.625 728,000 20020201
6494877340 Single Family Primary Refinance All Ready Home 73.10 6.875 386,000 20020201
6498117768 Single Family Primary Refinance Reduced 66.34 6.750 467,700 20020301
6501682147 Single Family Primary Purchase Rapid 79.96 7.500 411,000 20020201
6502997866 Single Family Primary Cash-out Refinance Reduced 55.00 6.750 550,000 20020301
6504446623 Single Family Primary Cash-out Refinance Standard 62.50 6.875 375,000 20020301
6506148771 Single Family Primary Refinance Standard 57.78 6.500 433,357 20020201
6507433479 Single Family Primary Refinance Reduced 43.94 6.750 417,500 20020201
6508427595 Single Family Primary Refinance Standard 80.00 7.250 588,000 20020201
6508892418 PUD Primary Refinance Standard 53.87 6.000 514,000 20020201
6509780570 Single Family Primary Cash-out Refinance Standard 53.33 6.875 400,000 20020201
6512382778 Single Family Primary Refinance Standard 74.70 6.875 381,000 20020201
0000000000 PUD Primary Refinance Reduced 76.38 6.750 305,524 20020201
0000000000 PUD Primary Purchase Reduced 51.16 6.250 550,000 20020301
0000000000 Single Family Primary Refinance Rapid 80.00 6.750 344,000 20020201
6528178863 PUD Secondary Refinance Rapid 66.00 6.875 924,000 20020201
0000000000 Single Family Primary Refinance Rapid 72.36 7.000 550,000 20020201
6531455852 Single Family Primary Refinance Standard 53.57 6.750 305,403 20020201
6535738501 PUD Secondary Refinance Reduced 47.20 6.750 590,000 20020201
6537282508 PUD Primary Cash-out Refinance Reduced 75.00 6.500 487,500 20020201
6543508177 Single Family Primary Cash-out Refinance Standard 68.00 7.000 544,000 20020301
6547630795 Single Family Primary Cash-out Refinance Reduced 43.20 6.750 350,000 20020201
6549355870 PUD Primary Purchase Standard 80.00 7.375 396,000 20020301
6552752013 Single Family Primary Cash-out Refinance Standard 68.44 6.500 401,782 20020201
6564091640 Single Family Primary Purchase Standard 80.00 7.125 523,200 20020301
6568113036 Single Family Primary Purchase Rapid 56.27 7.250 650,000 20020301
6570145380 Single Family Primary Refinance Reduced 74.94 7.000 453,510 20020201
6572128087 PUD Primary Refinance Reduced 65.21 6.500 391,288 20020301
6578820083 Single Family Primary Cash-out Refinance Reduced 43.06 6.500 323,000 20020201
6578958891 Single Family Primary Purchase Rapid 71.42 6.750 400,000 20020301
0000000000 Single Family Primary Cash-out Refinance Standard 73.68 6.875 350,000 20020301
6587883627 PUD Primary Purchase Reduced 67.56 5.875 500,000 20020201
6589661211 Single Family Primary Purchase Standard 95.00 7.125 342,000 20020301
6590117435 PUD Secondary Purchase Rapid 80.00 6.625 376,000 20020201
6596288685 Single Family Primary Purchase Standard 75.00 7.125 825,000 20020201
6596427598 Single Family Primary Refinance Standard 77.60 6.875 343,000 20020201
6596958204 Single Family Primary Purchase Rapid 80.00 7.375 384,000 20020201
6611352011 PUD Primary Purchase Rapid 71.32 6.250 490,000 20020301
6616494479 Single Family Primary Refinance Standard 77.50 6.750 372,000 20020201
6618256504 PUD Primary Refinance Rapid 80.00 6.875 392,000 20020201
6618972381 Single Family Primary Refinance All Ready Home 71.85 7.125 388,000 20020201
6623137145 PUD Primary Cash-out Refinance Standard 73.00 6.750 365,000 20020201
0000000000 Single Family Primary Purchase Standard 80.00 7.500 424,000 20020201
6627694349 Single Family Primary Refinance Reduced 67.81 7.000 576,395 20020301
6629362549 Single Family Primary Purchase Standard 80.00 6.375 444,000 20020201
6633206211 Single Family Primary Purchase Reduced 80.00 6.875 395,600 20020301
6634074014 Single Family Primary Refinance Standard 52.34 6.500 369,000 20020201
6635189761 PUD Primary Refinance Reduced 78.55 6.500 471,350 20020201
6636741396 PUD Primary Purchase Reduced 80.00 7.125 483,200 20020201
6636870153 Single Family Primary Refinance Standard 80.00 7.125 640,000 20020201
0000000000 Single Family Primary Cash-out Refinance Standard 49.26 7.250 367,000 20020301
6637608370 Single Family Primary Refinance Standard 69.35 7.250 367,600 20020301
6642205469 Single Family Primary Cash-out Refinance Standard 70.00 7.625 577,500 20010901
6643137331 Single Family Primary Purchase Standard 80.00 7.000 396,000 20020301
6643570432 Single Family Primary Refinance Reduced 77.17 7.000 355,000 20020201
6645504108 Single Family Primary Cash-out Refinance Rapid 78.94 6.625 375,000 20020201
6645804078 PUD Primary Purchase Reduced 80.00 6.875 354,000 20020201
6646924222 Single Family Primary Refinance Reduced 67.58 6.750 615,000 20020201
6648481015 Single Family Primary Purchase Reduced 80.00 6.625 412,000 20020301
6649764740 PUD Primary Purchase Rapid 80.00 7.500 360,000 20020201
6652456069 Single Family Primary Purchase Standard 80.00 7.250 376,000 20020301
6656671952 Single Family Primary Purchase Reduced 70.24 6.625 385,000 20020201
6658001570 PUD Primary Purchase Rapid 80.00 7.125 326,400 20020201
6658544538 PUD Primary Purchase Reduced 62.00 6.250 310,000 20020301
6660117125 PUD Primary Refinance Standard 77.75 7.000 314,925 20020301
6660770006 Single Family Primary Refinance Rapid 75.65 7.375 435,000 20020301
6660831915 Single Family Primary Purchase Rapid 39.40 7.125 331,000 20020201
6662233482 Single Family Primary Purchase Rapid 70.00 7.000 665,000 20020201
6664481808 Single Family Primary Refinance Rapid 56.00 6.875 560,000 20020301
6665040447 PUD Primary Purchase Rapid 51.09 6.875 350,000 20020301
6666276503 PUD Primary Purchase Reduced 75.00 6.625 750,000 20020201
6667581760 PUD Primary Refinance Reduced 62.10 6.875 621,000 20020201
6667951401 Single Family Primary Refinance Standard 79.76 6.875 343,000 20020201
6669881960 Single Family Primary Refinance Reduced 46.11 6.500 373,500 20020201
6670252037 Single Family Primary Refinance Rapid 79.46 6.500 596,000 20020201
6675153321 Single Family Primary Refinance Rapid 55.48 7.000 748,991 20020201
6676192773 Single Family Primary Cash-out Refinance Standard 70.00 7.000 553,000 20020301
6681539919 Single Family Primary Refinance Reduced 47.94 7.500 338,000 20020301
6682175341 PUD Primary Refinance All Ready Home 57.64 6.875 524,600 20020201
6685162825 Single Family Primary Cash-out Refinance Reduced 70.00 6.625 420,000 20020301
6685812544 Single Family Primary Refinance Rapid 78.48 6.625 337,500 20020301
6689274816 PUD Primary Cash-out Refinance Standard 67.16 6.750 450,000 20020201
6689608591 Single Family Primary Refinance All Ready Home 74.21 6.875 308,000 20020201
6691900275 PUD Primary Refinance Rapid 80.00 6.625 321,600 20020201
6692374579 PUD Primary Purchase Rapid 80.00 7.125 568,000 20020201
0000000000 PUD Primary Purchase Reduced 75.75 6.250 625,000 20020301
6694324275 Single Family Primary Cash-out Refinance Standard 45.55 6.625 410,000 20020201
6696227591 Single Family Primary Refinance Reduced 77.32 6.875 309,300 20020301
6699269111 Single Family Primary Refinance Standard 79.34 7.375 603,000 20020201
6701277672 PUD Primary Cash-out Refinance Standard 52.44 7.000 375,000 20020301
6703159571 Single Family Primary Purchase Rapid 80.00 6.875 688,800 20020201
6704756862 PUD Secondary Refinance Reduced 54.35 6.750 318,000 20020201
6707781610 PUD Primary Purchase Standard 75.62 6.875 436,500 20020201
6709836362 PUD Secondary Purchase Rapid 80.00 7.375 416,000 20020201
6709938929 Single Family Primary Refinance Reduced 56.48 6.625 313,500 20020201
6710396216 Single Family Primary Refinance Reduced 56.88 6.875 398,200 20020201
6713194147 Single Family Primary Refinance Reduced 69.41 6.500 322,802 20020301
6715374564 Single Family Secondary Refinance Rapid 71.19 6.750 566,000 20020201
6720525655 Single Family Primary Cash-out Refinance Reduced 25.00 6.750 750,000 20020301
6720806030 Single Family Primary Purchase Standard 80.00 6.375 336,000 20020301
6721428594 PUD Primary Purchase Standard 80.00 7.125 321,000 20020201
6721805114 Single Family Primary Refinance Standard 53.14 6.750 372,000 20020201
6723076433 Single Family Primary Refinance Rapid 54.10 6.500 541,000 20020201
0000000000 PUD Primary Refinance Reduced 78.41 6.750 396,000 20020301
6726135277 Single Family Primary Purchase Reduced 80.00 7.500 400,000 20020201
6732812489 Four Family Primary Refinance Standard 60.94 6.250 710,000 20020301
6734146282 Single Family Investor Refinance Standard 30.41 7.125 330,000 20020201
6735632405 Single Family Primary Refinance Rapid 71.51 7.375 467,000 20020201
6736607885 Single Family Primary Refinance Reduced 26.84 6.750 349,000 20020201
6736648905 Single Family Primary Refinance Reduced 72.28 6.750 412,000 20020201
6742030544 Single Family Primary Refinance Reduced 80.00 6.750 472,000 20020301
6743305713 PUD Primary Refinance Reduced 69.77 6.625 614,000 20020201
6743499656 Single Family Primary Purchase Rapid 80.00 6.875 410,400 20020201
6744390011 Single Family Primary Refinance Standard 64.60 6.750 396,000 20020201
0000000000 Single Family Primary Refinance Rapid 54.30 6.625 353,000 20020201
6745397619 Single Family Primary Refinance Standard 79.63 7.125 350,400 20020201
0000000000 PUD Primary Refinance Rapid 55.61 7.125 426,000 20020301
6745647963 Single Family Primary Refinance Rapid 69.69 7.000 460,000 20020301
6745902376 Single Family Primary Purchase Rapid 80.00 6.875 520,000 20020201
6746094173 Single Family Primary Refinance Reduced 41.01 6.625 445,000 20020301
6751940732 PUD Primary Purchase Reduced 67.64 6.875 575,000 20020301
6752205168 PUD Primary Refinance Rapid 60.26 6.625 678,000 20020201
6753811501 PUD Primary Refinance Reduced 45.75 7.375 700,000 20020301
6754291091 PUD Primary Refinance Reduced 43.48 6.750 337,000 20020301
6758663683 Single Family Primary Cash-out Refinance Rapid 71.83 6.625 500,000 20020201
0000000000 Single Family Primary Refinance Standard 79.92 6.500 442,000 20020201
6763019632 Single Family Primary Purchase Standard 80.00 7.125 496,000 20020301
6763240261 Single Family Primary Refinance Reduced 60.00 6.875 390,000 20020201
0000000000 Single Family Primary Cash-out Refinance Reduced 39.48 6.375 385,000 20020201
6763641641 Single Family Primary Refinance Standard 80.00 6.750 454,400 20020201
6763764799 Single Family Primary Refinance Standard 70.23 7.000 414,400 20020301
6767342196 Single Family Primary Cash-out Refinance Standard 69.23 6.750 450,000 20020201
6769469245 Single Family Primary Cash-out Refinance Standard 49.38 6.875 400,000 20020201
6771902241 Single Family Primary Refinance Reduced 51.00 6.500 459,000 20020301
6772605710 Single Family Primary Refinance Reduced 56.54 6.750 678,500 20020201
6774846940 Single Family Primary Refinance Reduced 69.76 6.875 732,500 20020201
6775273896 Single Family Secondary Refinance Standard 67.96 6.750 560,000 20020301
6775750083 PUD Primary Cash-out Refinance Reduced 56.25 6.500 315,000 20020301
6776560077 Single Family Primary Cash-out Refinance Reduced 74.88 7.250 483,000 20020301
6776835297 Single Family Primary Cash-out Refinance Reduced 69.07 6.500 525,000 20020301
6778774858 Single Family Primary Refinance All Ready Home 72.02 7.000 587,000 20020201
6779476487 Single Family Primary Purchase Reduced 80.00 7.000 320,000 20020301
6780254634 High-Rise Condo Primary Refinance All Ready Home 41.03 6.250 595,000 20020201
6782590795 PUD Primary Purchase Rapid 75.30 6.750 500,000 20020301
6783394866 Single Family Primary Purchase Rapid 58.70 6.875 430,000 20020301
6783769885 PUD Primary Refinance All Ready Home 41.81 6.875 437,000 20020301
0000000000 Single Family Primary Refinance Standard 75.90 6.500 315,000 20020301
6787669495 Single Family Primary Purchase Standard 67.79 6.625 1,000,000 20020201
6788696299 Single Family Primary Purchase Rapid 80.00 6.875 383,920 20020201
6788908405 Single Family Primary Refinance Reduced 62.77 6.875 339,000 20020301
6789405922 Single Family Primary Refinance Reduced 63.83 6.750 383,000 20020201
6790107780 PUD Primary Refinance Standard 69.33 6.500 520,000 20020301
6790252677 PUD Primary Purchase Reduced 79.89 6.375 311,000 20020201
6791530840 Single Family Primary Refinance Standard 30.75 6.625 492,000 20020201
6791979633 PUD Primary Refinance Reduced 59.82 7.000 335,000 20020301
6792145275 PUD Primary Cash-out Refinance Standard 70.00 7.125 378,000 20020201
6794651676 Single Family Primary Cash-out Refinance Standard 26.06 6.750 977,500 20020101
6795598751 Single Family Primary Purchase Rapid 80.00 6.875 420,000 20020201
6797271183 Single Family Primary Refinance Rapid 66.37 6.750 375,000 20020201
6797283857 Single Family Primary Refinance Reduced 68.14 6.500 447,000 20020201
6797321608 Single Family Primary Refinance Standard 67.66 6.750 812,000 20020201
0000000000 Single Family Primary Refinance Rapid 59.85 6.750 413,000 20020301
6799122376 Single Family Primary Refinance Reduced 58.46 6.500 380,000 20020201
6800898725 PUD Primary Purchase Standard 80.00 7.250 425,666 20020301
6800997584 Condominium Primary Purchase Rapid 80.00 6.875 395,200 20020201
6801032787 PUD Primary Purchase Rapid 70.98 7.125 400,000 20020201
6801446623 Single Family Primary Purchase Standard 80.00 7.250 400,000 20020201
6802647773 PUD Primary Refinance Reduced 51.79 6.500 404,000 20020201
6802778594 Single Family Primary Refinance Reduced 79.20 6.750 348,500 20020201
6802810108 Single Family Primary Purchase Standard 80.00 6.875 388,000 20020201
6805457519 PUD Primary Cash-out Refinance Rapid 61.06 6.625 400,000 20020201
6805515209 PUD Primary Purchase Rapid 79.58 7.375 356,000 20020201
6805769491 Single Family Primary Cash-out Refinance Rapid 72.13 6.875 440,000 20020201
0000000000 Single Family Primary Refinance Rapid 55.12 6.875 565,000 20020301
6808660838 Single Family Primary Refinance Standard 87.60 6.750 328,500 20020201
6808938937 Single Family Primary Purchase Rapid 80.00 6.875 388,000 20020201
6808966102 Single Family Primary Refinance Reduced 60.71 6.750 425,000 20020301
0000000000 PUD Primary Purchase Rapid 79.99 7.500 581,950 20020201
6809322024 Single Family Primary Refinance Standard 87.04 7.000 332,500 20020201
6809370585 PUD Primary Refinance Rapid 72.28 7.000 459,000 20020301
6809629436 Single Family Primary Purchase Standard 74.82 7.250 520,000 20020201
6811435707 Single Family Secondary Refinance Reduced 73.84 6.750 339,694 20020201
6812609169 Single Family Primary Refinance Reduced 71.00 6.875 745,500 20020201
6814177959 Single Family Primary Purchase Standard 80.00 6.750 372,000 20020301
6814561939 Single Family Primary Cash-out Refinance Reduced 50.19 6.250 353,844 20020301
0000000000 Single Family Primary Purchase Reduced 80.00 7.375 488,000 20020201
6815318339 Single Family Primary Purchase Rapid 80.00 7.000 368,000 20020201
6815534745 Single Family Primary Refinance Reduced 62.76 6.375 472,000 20020201
6817683433 Single Family Primary Refinance Reduced 80.00 6.500 406,400 20020301
6817866673 PUD Secondary Refinance Reduced 49.30 6.625 710,000 20020201
6818031236 Single Family Primary Cash-out Refinance Standard 70.00 6.500 477,400 20020201
6818866805 Single Family Primary Cash-out Refinance Rapid 72.27 6.625 365,000 20020201
6819125318 Single Family Primary Cash-out Refinance Standard 52.94 6.875 450,000 20020201
6819482164 Single Family Primary Purchase Rapid 80.00 6.750 418,400 20020201
6820691605 Single Family Primary Purchase Standard 80.00 7.000 520,000 20020201
6821889018 Single Family Primary Purchase Rapid 53.70 6.500 725,000 20020201
6822335409 Single Family Primary Refinance Reduced 60.91 6.625 341,100 20020201
6823702706 Two Family Primary Purchase Standard 75.00 6.875 787,500 20020201
6824711391 Single Family Primary Refinance Standard 59.76 6.875 505,000 20020201
6828279924 Single Family Primary Refinance Standard 63.50 6.750 508,000 20020201
6828358181 Single Family Primary Cash-out Refinance Reduced 67.32 6.625 359,500 20020201
0000000000 Single Family Primary Refinance Reduced 68.99 6.750 514,000 20020201
6830589039 Single Family Primary Refinance Standard 44.33 6.625 509,900 20020201
6830825763 PUD Primary Refinance Reduced 76.42 6.625 321,000 20020201
6831035578 Single Family Primary Refinance Rapid 72.34 6.500 340,000 20020201
6831240566 Single Family Primary Refinance Reduced 47.25 6.500 430,000 20020201
6831904310 Single Family Primary Refinance Rapid 70.00 6.875 700,000 20020301
6834041755 Single Family Primary Refinance Rapid 65.70 6.750 343,000 20020101
0000000000 Single Family Primary Purchase Rapid 74.07 7.125 1,000,000 20020301
6834427517 Single Family Primary Refinance Rapid 42.77 6.750 370,000 20020101
6834428416 PUD Primary Refinance Reduced 72.83 6.500 370,000 20020201
6834619642 PUD Primary Refinance Rapid 58.97 6.625 401,000 20020101
6835674455 Single Family Primary Refinance Rapid 68.14 6.875 460,000 20020101
6835784650 Single Family Primary Refinance Rapid 79.72 7.250 721,500 20020301
6835811446 PUD Primary Refinance Reduced 72.86 6.375 326,449 20020301
6836369139 Single Family Investor Purchase Standard 69.07 6.750 335,000 20020101
6837561114 Single Family Primary Purchase Rapid 64.72 7.000 1,000,000 20020201
6837967030 Single Family Primary Refinance Reduced 77.50 6.500 310,000 20020201
6839786149 Single Family Primary Refinance Reduced 72.28 6.750 506,000 20020201
6841366195 Single Family Primary Refinance Standard 76.76 6.875 499,000 20020101
6843875516 Single Family Primary Refinance Reduced 41.74 7.000 359,000 20020301
6844070240 Single Family Primary Refinance Reduced 37.45 6.750 417,654 20020101
6844729357 Single Family Primary Refinance All Ready Home 57.94 6.875 591,000 20020201
6844799699 PUD Primary Refinance Rapid 79.87 6.625 331,500 20020201
6845076493 Single Family Primary Refinance Rapid 49.23 6.750 640,000 20020201
0000000000 PUD Primary Purchase Standard 80.00 7.375 365,200 20020201
6846866777 PUD Primary Purchase Reduced 75.00 6.750 464,625 20020101
6847830632 PUD Primary Refinance Reduced 72.00 7.000 342,000 20020201
6848858665 Single Family Primary Purchase Rapid 60.00 7.250 600,000 20020201
6849716474 Single Family Primary Purchase Rapid 80.00 7.000 476,000 20020101
6849860231 Single Family Primary Refinance Standard 77.82 6.625 358,000 20020201
6850265239 Single Family Primary Purchase Rapid 80.00 7.375 580,000 20020301
6850638062 Single Family Primary Refinance Rapid 77.19 7.000 409,150 20020201
6854276034 Single Family Primary Refinance All Ready Home 68.87 6.750 427,000 20020201
6856433534 Single Family Primary Purchase Reduced 75.00 6.875 428,973 20020201
6857752734 PUD Primary Refinance Standard 17.83 6.750 570,800 20020201
6860601472 Single Family Primary Refinance Standard 78.09 6.625 511,500 20020201
6860656245 PUD Primary Refinance Reduced 62.45 6.750 331,000 20020201
6860922548 PUD Primary Cash-out Refinance Standard 74.66 6.750 420,000 20020201
6863324676 Single Family Primary Refinance Reduced 39.50 6.500 395,000 20020201
6863761851 Single Family Primary Cash-out Refinance Reduced 40.88 6.875 736,000 20020201
6864055428 PUD Primary Refinance Reduced 77.03 6.750 520,000 20020201
6864419624 PUD Primary Refinance Standard 74.10 7.000 372,000 20020301
6864450405 Single Family Primary Refinance Rapid 75.97 7.250 332,000 20020301
6864592826 PUD Primary Refinance Rapid 80.00 6.750 600,000 20020201
6865256249 PUD Primary Cash-out Refinance Standard 64.17 7.000 335,000 20011001
6865543398 Single Family Primary Refinance Standard 62.50 7.375 875,000 20020201
6865822842 Single Family Primary Cash-out Refinance Rapid 80.00 7.250 448,000 20020301
6866431734 Single Family Primary Refinance Reduced 40.64 6.375 315,000 20020101
6867247360 Single Family Primary Cash-out Refinance Reduced 80.00 6.875 392,000 20020201
6867497874 Single Family Primary Refinance Rapid 90.00 7.250 324,000 20020201
6868476786 Single Family Primary Refinance Rapid 49.95 6.625 999,000 20020201
6868946978 Single Family Primary Cash-out Refinance Rapid 64.70 6.750 550,000 20020201
0000000000 PUD Primary Purchase Standard 80.00 6.500 348,000 20020101
6869146164 Single Family Primary Purchase Rapid 39.28 6.875 550,000 20020201
6869689908 Single Family Primary Refinance Reduced 74.34 6.875 400,000 20020101
0000000000 Single Family Primary Purchase Standard 80.00 7.250 560,000 20020301
0000000000 Single Family Primary Cash-out Refinance Reduced 56.00 6.625 560,000 20020301
6870499644 Single Family Primary Cash-out Refinance Reduced 56.73 6.875 400,000 20020201
6870748149 PUD Primary Purchase Standard 80.00 6.875 335,200 20020101
6871163124 PUD Primary Purchase Standard 80.00 7.250 355,920 20020201
6873430042 PUD Primary Refinance Reduced 65.25 6.875 385,000 20020201
6873643727 Single Family Primary Refinance All Ready Home 62.24 6.250 404,598 20020201
6873794710 Single Family Primary Refinance Standard 73.53 6.750 492,700 20020201
6875508225 Single Family Primary Refinance Standard 60.67 6.750 804,000 20020201
0000000000 PUD Primary Refinance Standard 73.44 6.250 661,000 20020201
6876268936 Single Family Primary Cash-out Refinance Reduced 44.61 7.250 379,200 20020201
0000000000 PUD Primary Purchase Rapid 64.51 7.375 700,000 20020201
6878376240 Single Family Primary Refinance Rapid 74.88 7.000 644,000 20020201
6878588679 Single Family Primary Refinance Rapid 40.63 6.750 514,000 20020101
6878957056 Single Family Primary Cash-out Refinance Standard 71.65 7.375 455,000 20020101
6879799200 Single Family Primary Refinance Reduced 37.36 7.000 411,000 20020201
6880036659 Single Family Primary Purchase Standard 76.05 7.000 620,000 20020201
6880348278 Single Family Primary Refinance Rapid 56.31 6.875 802,500 20020201
6880407728 PUD Primary Refinance Reduced 58.68 6.625 454,800 20020201
6880984122 Single Family Primary Purchase Rapid 56.97 6.500 380,000 20020101
6881870197 Single Family Primary Purchase Standard 80.00 7.125 469,600 20020201
6882043661 Condominium Primary Purchase Rapid 60.15 6.875 400,000 20020201
6883156397 Single Family Primary Refinance Reduced 48.00 6.750 360,000 20020201
6883276922 Single Family Secondary Refinance Rapid 54.32 6.875 364,000 20020201
6884444784 Single Family Primary Cash-out Refinance Standard 75.00 7.125 355,500 20020201
6886345120 Single Family Primary Refinance Reduced 76.11 6.625 342,500 20020201
6887366992 Single Family Primary Refinance Reduced 59.42 6.875 683,400 20020201
6887559760 Single Family Primary Refinance Reduced 79.86 6.250 591,000 20020301
0000000000 Single Family Primary Refinance Rapid 80.00 6.375 362,400 20020101
6888972632 Single Family Primary Refinance Rapid 79.03 7.250 490,000 20011201
6889405673 Single Family Primary Cash-out Refinance Reduced 46.80 6.875 330,000 20020101
6890255026 Single Family Primary Cash-out Refinance Rapid 73.68 6.875 350,000 20020201
0000000000 Single Family Primary Refinance Rapid 44.00 6.750 704,000 20020101
6891875061 Single Family Secondary Cash-out Refinance Reduced 69.92 6.500 454,500 20020301
6891882216 PUD Primary Cash-out Refinance Standard 76.27 7.125 353,144 20020201
6893558269 PUD Primary Refinance Rapid 76.66 6.625 460,000 20020201
6893616141 Single Family Primary Refinance Reduced 78.75 6.875 315,000 20020201
6893800141 Single Family Primary Refinance Reduced 43.54 6.875 577,000 20020201
6896760854 Single Family Primary Refinance Reduced 57.22 6.875 392,000 20020201
6897863848 Single Family Primary Refinance Rapid 80.00 6.750 356,000 20020201
6898242760 Single Family Primary Refinance Reduced 59.06 6.750 443,000 20020201
6898311227 Single Family Primary Cash-out Refinance Standard 75.00 6.625 397,500 20020101
6898405102 Single Family Primary Refinance Standard 75.00 6.875 345,000 20020101
6898420952 Single Family Primary Cash-out Refinance Standard 40.00 6.750 360,000 20020201
6899947649 PUD Primary Purchase Reduced 75.00 6.875 438,750 20020101
6900166999 Single Family Primary Refinance Standard 51.47 7.000 875,000 20020201
6900229375 Single Family Primary Refinance Reduced 60.64 6.875 424,500 20020101
6901025285 Single Family Primary Refinance Reduced 49.35 6.625 407,200 20020301
6902816799 Single Family Primary Refinance All Ready Home 56.85 6.875 437,771 20020101
6902885034 Single Family Primary Purchase Rapid 80.00 6.875 324,000 20020201
6903051024 Condominium Primary Cash-out Refinance Standard 77.27 6.750 340,000 20020201
0000000000 PUD Primary Refinance Standard 79.16 6.875 950,000 20020101
6905605108 Single Family Primary Refinance Reduced 65.83 6.625 395,000 20020201
6905933963 PUD Primary Purchase Standard 79.99 6.875 335,900 20020201
0000000000 PUD Primary Refinance Rapid 70.80 6.875 392,941 20020201
6908343905 PUD Primary Cash-out Refinance Rapid 47.50 6.875 475,000 20020101
6908395194 Single Family Secondary Refinance Rapid 66.55 6.500 632,300 20020301
6908554246 PUD Primary Cash-out Refinance Rapid 70.00 6.625 322,000 20020101
6908645937 PUD Primary Cash-out Refinance Standard 68.90 6.500 565,000 20020201
6908940163 Single Family Primary Refinance Rapid 57.89 6.375 550,000 20020101
6909922442 Single Family Primary Cash-out Refinance Standard 62.94 6.875 431,200 20020101
6910754503 Single Family Primary Cash-out Refinance Rapid 42.00 6.875 483,000 20020201
6911202148 Single Family Primary Refinance Reduced 79.04 6.750 332,000 20020101
6911593264 Single Family Secondary Purchase Standard 80.00 7.250 384,000 20020201
6912110761 Single Family Primary Refinance Reduced 45.00 6.750 405,000 20020101
0000000000 Single Family Secondary Purchase Rapid 80.00 6.625 624,000 20020201
6915460312 Single Family Primary Purchase Standard 75.00 6.375 381,750 20020201
6916891523 Single Family Primary Cash-out Refinance Reduced 56.52 7.375 325,000 20020101
6917380336 Two Family Primary Purchase Standard 66.74 6.500 401,500 20020201
6919844172 Two Family Primary Cash-out Refinance Rapid 64.00 6.750 384,000 20020201
0000000000 Single Family Primary Cash-out Refinance Reduced 63.50 6.625 435,000 20020101
6921181407 PUD Secondary Cash-out Refinance Reduced 68.31 6.750 445,000 20020201
6922065070 PUD Investor Refinance All Ready Home 44.69 7.000 400,000 20020201
6922261257 Condominium Primary Purchase Reduced 80.00 6.500 471,200 20020201
6922502494 Single Family Primary Purchase Rapid 74.91 6.625 884,000 20020101
6923135716 Single Family Primary Cash-out Refinance Standard 63.91 6.625 310,000 20020301
6923633553 Single Family Primary Cash-out Refinance Reduced 69.51 7.250 650,000 20020301
6924131979 PUD Primary Refinance Standard 69.31 6.625 662,000 20020201
6924703264 PUD Primary Refinance All Ready Home 50.44 6.625 618,000 20020301
6924904789 Single Family Primary Cash-out Refinance Rapid 50.00 7.250 400,000 20020201
6925786037 PUD Primary Refinance Rapid 62.04 6.375 340,027 20020201
6926241180 Single Family Secondary Refinance Rapid 67.30 7.000 387,000 20020201
6926526507 PUD Primary Purchase Standard 80.00 7.000 624,000 20020101
6926533677 Single Family Secondary Refinance Reduced 62.03 6.625 487,000 20020201
6926775625 Single Family Primary Refinance Reduced 77.00 6.875 385,000 20020101
6927089075 Single Family Secondary Refinance Rapid 52.51 6.625 459,500 20020201
6927543402 PUD Primary Purchase Rapid 80.00 6.625 351,600 20020101
6927769148 Single Family Primary Refinance Rapid 52.38 6.375 550,000 20020101
6927898772 Single Family Primary Purchase Rapid 80.00 7.125 399,600 20020201
6928117172 PUD Primary Refinance Reduced 59.99 6.625 749,900 20020201
6928500773 Single Family Primary Cash-out Refinance Standard 57.48 6.625 430,562 20020201
0000000000 Single Family Primary Refinance Reduced 57.44 6.500 359,016 20020201
6931466822 Single Family Primary Cash-out Refinance Standard 69.08 6.875 587,200 20020201
6932683243 Single Family Primary Refinance All Ready Home 62.22 6.500 840,000 20020201
6933332352 PUD Primary Refinance All Ready Home 44.13 6.625 331,000 20020201
0000000000 Single Family Primary Purchase Reduced 62.61 6.750 335,000 20020201
6933599356 PUD Primary Purchase Rapid 57.23 5.625 435,000 20020101
6935556750 Single Family Primary Refinance Standard 44.44 6.500 380,000 20020201
6936194577 PUD Primary Refinance Reduced 75.33 7.125 339,000 20020301
6936589628 Single Family Primary Refinance Standard 75.80 6.875 307,000 20020201
6936915591 Single Family Primary Purchase Standard 80.00 7.375 384,000 20020201
6936949988 PUD Primary Purchase Standard 79.99 7.250 537,950 20020301
6937244082 PUD Primary Purchase Rapid 80.00 6.625 540,000 20020101
0000000000 PUD Primary Cash-out Refinance Rapid 72.42 6.875 358,500 20020201
0000000000 Single Family Primary Refinance Reduced 60.51 6.625 647,500 20020201
6938964993 Single Family Primary Cash-out Refinance Rapid 74.55 6.750 372,768 20020201
0000000000 Single Family Primary Refinance Standard 47.16 6.750 707,500 20020101
6939575756 Single Family Primary Cash-out Refinance Rapid 80.00 6.875 336,000 20020201
6940205567 Single Family Primary Refinance Standard 38.82 6.875 330,000 20020201
6940385716 PUD Primary Refinance Reduced 73.82 6.875 328,500 20020101
6940547372 Single Family Primary Cash-out Refinance Standard 80.00 7.000 364,000 20020201
0000000000 PUD Secondary Refinance Rapid 80.00 6.500 368,000 20020301
6940803312 PUD Primary Refinance Rapid 69.42 6.750 972,000 20020201
0000000000 Single Family Primary Cash-out Refinance Standard 61.08 6.875 565,000 20020201
0000000000 Single Family Primary Refinance Standard 52.85 6.625 695,000 20020201
6941887579 PUD Primary Refinance Standard 67.36 6.750 640,000 20020101
6941918788 PUD Primary Purchase Reduced 78.69 6.750 325,000 20020201
6942532539 Single Family Primary Refinance Rapid 74.18 6.750 408,000 20020101
6942852887 Single Family Primary Refinance All Ready Home 57.33 6.625 516,000 20020201
6943120821 Single Family Primary Refinance Reduced 32.86 6.750 493,000 20020201
6943162476 PUD Primary Cash-out Refinance Reduced 69.45 6.750 368,100 20020101
6943664398 Single Family Primary Refinance Standard 80.00 7.125 360,000 20020201
6944020806 Single Family Primary Cash-out Refinance Reduced 67.81 6.875 373,000 20020201
6944081568 PUD Primary Cash-out Refinance Standard 75.00 7.000 453,750 20020201
6945221197 PUD Primary Refinance Rapid 53.84 6.500 700,000 20020101
6946351167 PUD Primary Refinance Rapid 76.10 6.625 430,000 20020301
6946604813 Single Family Primary Refinance Reduced 80.00 6.750 344,000 20020201
6946798946 Single Family Primary Purchase Reduced 80.00 6.500 351,600 20020101
6947594781 Single Family Primary Refinance Reduced 62.91 6.625 475,000 20020101
6947624455 Single Family Investor Refinance Standard 47.58 7.000 433,000 20020201
0000000000 Single Family Primary Cash-out Refinance Reduced 80.00 6.875 337,600 20020301
6947926801 Single Family Primary Refinance Standard 76.86 6.750 329,000 20020101
6948861478 PUD Primary Refinance Rapid 52.56 6.500 336,400 20020201
0000000000 Single Family Primary Purchase Standard 80.00 7.125 352,000 20020101
6950207560 Single Family Primary Cash-out Refinance Standard 56.50 6.750 339,000 20020301
6950312022 Single Family Secondary Refinance Reduced 76.66 6.625 575,000 20020301
6950469202 Condominium Primary Refinance Reduced 78.44 6.750 404,000 20020101
6950513108 PUD Primary Refinance Reduced 45.39 6.625 370,000 20020201
6951026431 PUD Primary Refinance Standard 69.96 6.750 455,850 20020101
6951215554 Single Family Primary Refinance Rapid 66.66 6.625 999,999 20020201
0000000000 Single Family Secondary Refinance Rapid 79.20 7.250 400,000 20020301
6951654844 Single Family Primary Refinance Reduced 79.60 7.125 605,000 20020101
6951708558 Single Family Primary Refinance Reduced 76.53 6.750 750,000 20020201
6952422696 Single Family Primary Refinance Reduced 75.00 7.250 450,000 20020101
6952958715 Single Family Primary Refinance Reduced 69.63 7.125 383,000 20020201
0000000000 Single Family Primary Refinance Reduced 23.58 6.875 362,000 20020201
6954124159 PUD Primary Purchase Rapid 80.00 6.375 511,920 20020101
6954687718 Single Family Primary Refinance Rapid 80.00 6.625 480,000 20020301
6954916497 PUD Primary Refinance Rapid 43.33 6.500 390,000 20020101
6955109993 Single Family Primary Refinance Standard 78.91 6.500 363,000 20020201
6955287856 PUD Primary Purchase Rapid 75.80 6.375 470,000 20020201
6955525503 Condominium Secondary Refinance Rapid 75.00 6.250 693,750 20020301
6955721508 Two Family Investor Refinance Standard 65.48 6.875 442,000 20020301
6956091109 Single Family Primary Purchase Standard 80.00 7.250 420,000 20020201
6956230087 Single Family Primary Cash-out Refinance Reduced 69.84 6.750 454,000 20020201
6956817909 Single Family Primary Cash-out Refinance Rapid 78.37 7.250 337,000 20020101
6957282020 Single Family Primary Refinance Standard 70.00 6.500 343,000 20020201
6958006444 Single Family Primary Cash-out Refinance Standard 57.22 6.500 515,000 20020101
6958482546 PUD Primary Cash-out Refinance Rapid 63.03 6.625 318,313 20020101
6958666494 Single Family Primary Purchase Rapid 80.00 7.000 314,000 20020101
6959573681 Single Family Primary Cash-out Refinance Standard 49.65 6.875 360,000 20020101
6959725489 Single Family Primary Refinance Standard 71.87 6.500 485,150 20020201
6959944445 PUD Primary Refinance Rapid 74.83 6.750 348,000 20020201
6960307319 PUD Primary Refinance Rapid 70.92 7.000 383,000 20020201
6961316160 Single Family Primary Refinance Rapid 76.16 7.000 326,000 20020101
6961498729 Condominium Primary Refinance Reduced 26.43 7.125 456,000 20020101
6961887640 Condominium Primary Purchase Standard 79.96 7.250 348,000 20020201
6963004335 Single Family Primary Purchase Standard 80.00 6.750 428,000 20020201
6964237991 Single Family Primary Refinance Standard 46.70 6.375 420,300 20020101
6964241001 Single Family Primary Refinance Rapid 64.89 6.500 762,500 20020101
0000000000 PUD Primary Purchase Reduced 80.00 7.000 405,200 20020201
6965878272 PUD Primary Refinance Reduced 60.36 6.500 332,000 20020301
6966322924 Single Family Primary Refinance Standard 64.17 6.625 430,000 20020201
6966567858 PUD Secondary Purchase Standard 80.00 6.875 352,000 20020201
0000000000 Single Family Primary Refinance Rapid 80.00 7.250 320,000 20020201
6967024289 Single Family Primary Purchase Rapid 80.00 6.500 636,000 20020101
6967258580 Single Family Primary Purchase Standard 80.00 7.000 352,000 20020201
6968296597 Single Family Primary Purchase Standard 58.76 6.750 570,000 20020101
6968372786 Single Family Primary Refinance Rapid 55.55 6.500 500,000 20020201
6969444683 Single Family Primary Purchase Standard 80.00 6.750 456,000 20020101
6969742805 Single Family Primary Cash-out Refinance Standard 67.46 6.750 425,000 20020201
6969999736 Single Family Primary Refinance Rapid 66.67 6.750 503,400 20020101
6970108863 Single Family Primary Refinance Reduced 67.37 6.500 303,200 20020201
6970467525 PUD Primary Refinance Reduced 75.83 6.500 326,100 20020201
6970711526 Condominium Primary Purchase Standard 80.00 6.750 368,000 20020101
6971729253 Single Family Primary Cash-out Refinance Standard 67.50 6.875 540,000 20020201
6971744336 Single Family Primary Refinance Rapid 67.94 6.625 390,000 20020101
6972544107 Single Family Primary Purchase Standard 80.00 7.000 660,000 20020201
6972818840 Single Family Primary Refinance Reduced 46.13 6.875 430,000 20020101
6972954512 PUD Secondary Refinance Reduced 58.14 6.750 314,000 20020201
6972983537 Single Family Primary Refinance Reduced 25.23 6.625 328,000 20020201
6973348185 Single Family Primary Refinance Standard 66.90 6.625 475,000 20020201
6974145382 Single Family Primary Purchase Standard 74.07 6.375 1,000,000 20020101
6974841394 Single Family Primary Cash-out Refinance Reduced 55.34 6.500 404,000 20020201
6975712537 PUD Primary Refinance Reduced 58.95 6.750 566,000 20020201
6976279544 Single Family Primary Cash-out Refinance Reduced 73.68 6.250 350,000 20020301
6976290756 Single Family Primary Purchase Standard 80.00 7.250 460,000 20020201
6976697836 Single Family Primary Purchase Rapid 80.00 7.250 388,000 20020201
6977117578 Single Family Primary Cash-out Refinance Rapid 70.00 6.875 556,500 20020201
6977534806 PUD Primary Refinance Reduced 78.76 6.750 575,000 20020201
6978238571 PUD Primary Cash-out Refinance Reduced 64.80 6.875 324,000 20020201
6978691761 PUD Primary Refinance Reduced 50.07 6.875 330,500 20020201
6978710306 Single Family Primary Refinance Standard 76.46 6.250 497,000 20020301
6978795323 Single Family Primary Refinance Rapid 47.26 6.500 345,000 20020201
6979577241 PUD Primary Refinance Reduced 80.00 7.000 376,000 20020201
6979621791 PUD Primary Purchase Rapid 38.37 6.875 345,000 20020301
6980457987 PUD Primary Cash-out Refinance Standard 70.00 6.375 630,000 20020101
6980608191 Single Family Primary Refinance Standard 47.85 6.375 402,000 20020201
0000000000 PUD Primary Refinance Reduced 52.08 6.500 514,584 20020201
6981249003 Single Family Primary Cash-out Refinance Reduced 76.69 6.875 368,150 20020101
6982700905 Single Family Primary Cash-out Refinance Standard 69.57 7.375 574,000 20020201
6982901081 Single Family Primary Cash-out Refinance Standard 61.42 6.250 430,000 20020301
6983216885 Single Family Primary Purchase Rapid 80.00 6.875 421,200 20020101
6983985406 Single Family Primary Refinance Reduced 78.18 7.000 430,000 20020101
6985989414 Condominium Primary Cash-out Refinance Reduced 62.05 6.500 356,800 20020301
6986377841 Single Family Secondary Refinance Standard 52.90 6.625 410,000 20020301
6987695878 Single Family Primary Refinance Reduced 75.26 6.750 310,100 20020201
6987878243 Single Family Primary Cash-out Refinance Standard 33.33 7.000 1,000,000 20020101
6988581739 Single Family Primary Cash-out Refinance Rapid 63.60 6.625 636,000 20020201
6988739253 Single Family Primary Purchase Reduced 80.00 7.375 335,000 20020201
6988952575 Single Family Primary Cash-out Refinance Standard 69.89 6.750 339,000 20020201
6989310229 PUD Primary Cash-out Refinance Standard 65.57 7.000 400,000 20020101
6989526741 PUD Primary Cash-out Refinance Rapid 73.87 6.625 427,000 20020101
6990296961 Single Family Primary Refinance Reduced 26.96 6.750 600,000 20020301
6990393677 Single Family Primary Purchase Reduced 80.00 6.875 352,000 20020101
6990613140 Single Family Primary Refinance Rapid 71.94 7.375 690,000 20020201
6990883495 Single Family Primary Purchase Rapid 80.00 7.375 416,000 20020201
6991230605 PUD Primary Purchase Rapid 58.33 6.875 700,000 20020301
6991900835 PUD Primary Refinance Standard 87.77 6.750 361,650 20020201
6991973972 Single Family Primary Refinance Standard 61.29 6.625 475,000 20020201
6992303377 Three Family Primary Refinance Standard 45.07 6.500 631,000 20020201
0000000000 Single Family Primary Refinance Reduced 57.68 6.625 611,500 20020201
6992512902 Single Family Primary Purchase Rapid 80.00 6.875 381,600 20020201
6993057873 PUD Primary Purchase Reduced 79.99 6.250 460,430 20020201
6993099909 Single Family Secondary Purchase Standard 67.56 6.875 625,000 20020301
6993178984 Single Family Primary Refinance Standard 73.83 6.500 635,000 20020201
6993359063 Single Family Primary Purchase Rapid 79.97 6.875 415,000 20020101
6993662508 PUD Primary Cash-out Refinance Rapid 60.00 6.750 555,000 20020201
6994901038 Single Family Primary Cash-out Refinance Reduced 72.52 6.750 330,000 20020101
6995337539 PUD Primary Purchase Reduced 80.00 7.375 440,000 20020201
6997261190 Single Family Primary Purchase Rapid 26.92 6.750 350,000 20020301
6997855363 PUD Primary Purchase Reduced 80.00 7.125 438,800 20020301
6080308882 Single Family Primary Purchase Reduced 47.89 7.250 352,000 20020301
6164728898 Single Family Primary Refinance Rapid 48.38 6.750 600,000 20020301
6186235369 Single Family Primary Refinance Reduced 40.82 7.375 445,000 20020301
6299246907 Single Family Primary Refinance Rapid 15.43 7.500 460,000 20020301
6351490484 PUD Secondary Refinance All Ready Home 46.66 6.750 700,000 20020301
TABLE (CONTINUED)
LOAN MATURITY ORIGINAL MONTHLY CURRENT REMAINING SCHEDULED APPRAISAL SALES
NUMBER DATE TERM P&I DUE DATE TERM PB FICO VALUE PRICE
------------------------------------------------------------------------------------------------------------------------------------
6004400724 20320101 360 3,160.34 20020201 359 499,547.99 727 765,000 715,000
6004805583 20311201 360 3,305.88 20020201 358 508,814.84 763 648,000 -
6005643876 20320201 360 2,981.91 20020301 360 465,697.00 747 3,300,000 -
6006489881 20320101 360 2,621.68 20020201 359 398,744.72 773 540,000 -
0000000000 20320201 360 2,081.02 20020301 360 325,000.00 730 660,000 -
6007032052 20311201 360 2,416.98 20020201 358 367,300.02 785 465,000 459,900
6007181776 20320101 360 4,421.14 20020201 359 672,434.59 764 965,000 -
6007260752 20320101 360 3,772.83 20020201 359 559,552.17 786 700,000 700,000
6007700112 20320201 360 3,100.71 20020301 360 472,000.00 716 610,000 -
6007709881 20320201 360 2,203.06 20020301 360 327,000.00 766 650,000 -
6008463751 20320101 360 2,923.34 20020201 359 444,626.14 746 730,000 -
6008545235 20320101 360 1,927.34 20020201 359 300,734.43 635 403,000 -
6008621051 20320101 360 2,131.02 20020201 359 336,845.21 739 434,750 421,440
6008825082 20311201 360 2,865.15 20020201 358 419,342.72 746 625,000 -
6009220986 20320201 360 2,528.15 20020301 360 380,000.00 753 475,000 -
6009274041 20320101 360 2,043.79 20020201 359 306,944.19 695 400,000 -
6009984862 20320101 360 2,348.30 20020201 359 339,741.28 623 426,000 425,000
6010247507 20320101 360 2,549.00 20020201 359 392,661.63 756 685,000 -
6012975527 20320101 360 2,811.66 20020201 359 427,640.42 668 590,000 535,000
6013479966 20320201 360 2,162.24 20020301 360 325,000.00 734 470,000 -
6014101775 20320101 360 2,179.30 20020201 359 335,710.70 736 420,000 -
6014230145 20320101 360 2,006.82 20020201 359 317,212.97 782 505,000 -
6017098200 20320101 360 2,259.84 20020301 359 343,310.83 780 430,000 -
6017861532 20311201 360 3,297.38 20020201 358 494,805.11 657 620,000 619,525
6018365764 20320101 360 4,519.68 20020201 359 687,421.99 800 860,000 860,000
6018787389 20320201 360 3,284.65 20020301 360 500,000.00 774 1,037,500 1,037,500
6019166393 20320101 360 2,125.84 20020201 359 331,707.08 712 415,000 -
6020381049 20320101 360 2,973.61 20020201 359 463,990.27 757 585,000 580,500
6022023185 20320201 360 4,093.06 20020301 360 600,000.00 772 750,000 750,000
6022986175 20320101 360 2,660.57 20020201 359 404,659.74 740 825,000 -
6023784124 20320101 360 4,162.03 20020301 359 649,426.51 786 1,000,000 -
6026510179 20320201 360 2,314.64 20020301 360 366,200.00 693 535,000 -
6027710844 20320101 360 2,213.86 20020201 359 336,716.87 794 875,000 -
6028377403 20320201 360 2,586.82 20020301 360 379,200.00 761 513,000 -
0000000000 20320101 360 2,817.37 20020201 359 439,611.80 713 610,000 -
6033348928 20320101 360 3,503.34 20020201 359 519,584.16 707 1,200,000 -
0000000000 20320101 360 3,711.04 20020201 359 543,575.63 761 680,000 -
6033722528 20320201 360 3,340.80 20020301 360 515,080.00 707 700,000 -
6034873486 20320101 360 2,305.12 20020201 359 359,682.38 722 450,000 -
6035383550 20320201 360 2,817.96 20020301 360 408,000.00 771 658,000 658,000
6037082457 20320101 360 2,397.80 20020201 359 364,693.35 739 537,000 -
6038464142 20320101 360 2,232.64 20020201 359 348,372.36 691 525,000 -
6038471352 20320201 360 2,401.86 20020301 360 379,902.40 658 475,000 -
6040216902 20320101 360 2,069.10 20020201 359 310,745.07 755 389,000 389,000
6042297439 20320101 360 3,792.41 20020201 359 599,457.59 782 835,000 -
0000000000 20320101 360 2,556.77 20020201 359 379,196.51 707 522,000 -
6044020987 20320101 360 2,385.72 20020201 359 340,946.78 692 445,000 -
0000000000 20320201 360 2,661.22 20020301 360 400,000.00 785 855,000 -
6046964026 20320201 360 2,405.30 20020301 360 344,000.00 745 440,000 430,000
6048030834 20320201 360 2,417.50 20020301 360 368,000.00 775 460,000 460,000
6050608832 20311201 360 6,320.69 20020201 358 998,187.06 794 3,100,000 2,990,000
6051627849 20320201 360 2,629.28 20020301 360 395,200.00 768 495,000 -
6052101901 20320201 360 2,412.79 20020301 360 372,000.00 806 465,000 465,000
6052443519 20320101 360 5,954.90 20020201 359 929,179.47 777 1,425,000 -
6053118169 20320101 360 2,627.72 20020201 359 399,663.95 767 517,000 500,000
0000000000 20320101 360 4,674.28 20020201 359 729,355.93 774 2,375,000 -
6055658121 20320201 360 4,481.82 20020301 360 691,000.00 799 1,650,000 -
6059252905 20320101 360 3,974.94 20020201 359 589,528.19 753 1,020,000 -
6059608619 20320201 360 2,332.10 20020301 360 355,000.00 745 492,000 485,000
0000000000 20320201 360 3,926.49 20020301 360 568,500.00 720 1,000,000 -
6060937056 20320101 360 3,000.82 20020201 359 480,554.49 799 675,000 650,000
6062936395 20320101 360 2,568.45 20020201 359 395,659.05 788 500,000 495,000
6063041484 20320101 360 2,496.33 20020201 359 379,680.75 781 523,000 -
6065006709 20320201 360 2,625.28 20020301 360 410,000.00 748 525,000 515,000
6065035708 20320101 360 2,497.11 20020201 359 384,668.52 725 525,000 -
6065095975 20320101 360 2,329.18 20020201 359 368,166.86 783 415,000 -
6065191014 20320101 360 2,621.64 20020201 359 403,851.99 768 575,000 -
6065305465 20311101 360 1,970.88 20020201 357 306,980.79 695 435,000 -
0000000000 20320101 360 3,054.72 20020201 359 464,609.34 789 670,000 -
6079290422 20320201 360 2,528.88 20020301 360 410,720.00 783 516,000 513,400
6083191285 20320201 360 2,177.06 20020301 360 340,000.00 715 425,000 -
6085478904 20320201 360 4,108.45 20020301 360 650,000.00 711 3,000,000 -
6089181751 20320201 360 2,581.36 20020301 360 378,400.00 707 473,000 -
6090481604 20320101 360 2,650.71 20020301 359 403,161.01 691 525,000 -
6091115177 20320101 360 2,470.06 20020201 359 375,684.11 655 500,000 -
6092017240 20320201 360 3,058.67 20020301 360 465,600.00 791 589,000 582,000
0000000000 20320101 360 3,069.80 20020201 359 449,648.95 782 640,000 -
6093647599 20320101 360 2,134.30 20020201 359 320,537.03 789 410,000 401,000
6095174154 20311201 360 2,525.12 20020201 358 398,775.72 726 660,000 -
6096244667 20320101 360 2,325.53 20020201 359 353,702.59 753 443,000 442,500
6097764515 20320101 360 3,792.41 20020201 359 599,457.59 780 900,000 -
6102329221 20320101 360 4,086.17 20020201 359 629,457.58 729 865,000 -
6104067449 20320201 360 3,216.39 20020301 360 460,000.00 704 575,000 -
6111917255 20320101 360 2,970.72 20020201 359 469,575.11 730 628,000 -
6117251717 20320101 360 5,423.15 20020201 359 857,224.35 702 1,404,000 -
6118851879 20320201 360 2,383.60 20020301 360 367,500.00 714 525,000 -
6120436107 20320101 360 5,642.82 20020201 359 816,378.33 704 1,700,000 -
6121472192 20320101 360 4,265.95 20020201 359 674,307.86 645 845,000 -
6122122242 20320201 360 2,521.78 20020301 360 352,000.00 749 440,000 -
6129117963 20320201 360 2,364.95 20020301 360 360,000.00 755 600,000 -
6132267201 20320201 360 3,368.60 20020301 360 500,000.00 744 925,000 -
6133963659 20320101 360 2,693.41 20020201 359 409,655.55 733 590,000 -
6137359375 20320101 360 3,076.55 20020301 359 439,673.45 659 700,000 -
6139039439 20320201 360 3,541.86 20020301 360 519,200.00 731 660,000 649,000
6140822658 20320101 360 2,089.04 20020201 359 317,732.84 789 462,000 -
6141413531 20320201 360 3,342.87 20020301 360 484,000.00 778 610,000 -
6141509726 20320201 360 2,381.79 20020301 360 358,000.00 772 565,000 -
6144175392 20320201 360 2,618.88 20020301 360 383,900.00 738 500,000 493,900
6144608434 20320101 360 2,049.00 20020201 359 319,717.67 781 489,000 -
6146980302 20320101 360 3,950.72 20020201 359 616,455.63 623 1,041,200 -
6148300707 20320101 360 3,033.93 20020201 359 479,566.07 779 753,800 -
6149057652 20320101 360 2,886.27 20020201 359 444,616.86 757 645,000 645,000
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6939575756 20320101 360 2,207.29 20020201 359 335,717.71 787 420,000 -
6940205567 20320101 360 2,167.87 20020201 359 329,722.76 747 850,000 -
6940385716 20311201 360 2,158.02 20020201 358 327,946.44 757 445,000 -
6940547372 20320101 360 2,421.71 20020301 359 363,701.62 687 455,000 -
0000000000 20320201 360 2,326.02 20020301 360 368,000.00 703 460,000 -
6940803312 20320101 360 6,304.38 20020201 359 971,163.12 784 1,400,000 -
0000000000 20320101 360 3,711.65 20020201 359 564,525.33 652 925,000 -
0000000000 20320101 360 4,450.17 20020201 359 694,386.81 687 1,315,000 -
6941887579 20311201 360 4,151.03 20020201 358 638,894.84 742 950,000 -
6941918788 20320101 360 2,107.95 20020201 359 324,720.18 778 416,000 412,992
6942532539 20311201 360 2,646.29 20020201 358 407,295.44 716 550,000 -
6942852887 20320101 360 3,304.01 20020201 359 515,544.74 704 900,000 -
6943120821 20320101 360 3,197.59 20020301 359 492,575.54 805 1,500,000 -
6943162476 20311201 360 2,387.49 20020201 358 367,363.80 744 530,000 -
6943664398 20320101 360 2,425.39 20020201 359 359,712.11 672 450,000 -
6944020806 20320101 360 2,450.35 20020201 359 372,686.63 773 550,000 -
6944081568 20320101 360 3,018.82 20020201 359 453,378.05 769 605,000 -
6945221197 20311201 360 4,424.48 20020201 358 698,730.95 700 1,300,000 -
6946351167 20320201 360 2,753.34 20020301 360 430,000.00 756 565,000 -
6946604813 20320101 360 2,231.18 20020201 359 343,703.82 762 430,000 -
6946798946 20311201 360 2,222.36 20020201 358 350,962.56 755 441,000 439,500
6947594781 20311201 360 3,041.48 20020201 358 474,159.52 792 755,000 -
6947624455 20320101 360 2,880.76 20020201 359 432,645.07 774 910,000 -
0000000000 20320201 360 2,217.80 20020301 360 337,600.00 753 422,000 -
6947926801 20311201 360 2,133.89 20020201 358 328,431.88 644 428,000 -
6948861478 20320101 360 2,126.28 20020201 359 336,095.89 735 640,000 -
0000000000 20311201 360 2,371.49 20020201 358 351,435.35 747 450,000 440,000
6950207560 20320201 360 2,198.75 20020301 360 339,000.00 624 600,000 -
6950312022 20320201 360 3,681.79 20020301 360 575,000.00 757 750,000 -
6950469202 20311201 360 2,620.34 20020201 358 403,302.36 797 515,000 -
6950513108 20320101 360 2,369.16 20020201 359 369,673.55 747 815,000 -
6951026431 20311201 360 2,956.64 20020201 358 455,062.83 766 651,500 -
6951215554 20320101 360 6,403.11 20020201 359 999,116.72 782 1,500,000 -
0000000000 20320201 360 2,728.71 20020301 360 400,000.00 752 505,000 -
6951654844 20311201 360 4,076.00 20020201 358 604,029.50 707 760,000 -
6951708558 20320101 360 4,864.49 20020201 359 749,354.26 774 980,000 -
6952422696 20311201 360 3,069.80 20020201 358 449,295.78 786 600,000 -
6952958715 20320101 360 2,580.35 20020201 359 382,693.71 750 550,000 -
0000000000 20320101 360 2,378.09 20020201 359 361,695.87 787 1,535,000 -
6954124159 20311201 360 3,193.72 20020301 358 510,969.20 775 640,000 639,900
6954687718 20320201 360 3,073.50 20020301 360 480,000.00 753 600,000 -
6954916497 20311201 360 2,465.07 20020201 358 389,292.95 792 900,000 -
6955109993 20220101 240 2,706.44 20020201 239 360,048.76 685 460,000 -
6955287856 20320101 360 2,932.19 20020301 359 469,564.69 766 678,000 620,000
6955525503 20320201 360 4,271.54 20020301 360 693,750.00 788 925,000 -
6955721508 20320201 360 2,903.63 20020301 360 442,000.00 798 675,000 -
6956091109 20320101 360 2,865.15 20020301 359 419,672.35 761 525,000 525,000
6956230087 20320101 360 2,944.64 20020201 359 453,609.11 723 650,000 -
6956817909 20311201 360 2,298.94 20020201 358 336,472.61 751 430,000 -
6957282020 20320101 360 2,168.00 20020201 359 342,689.92 683 490,000 -
6958006444 20311201 360 3,255.16 20020201 358 514,066.32 759 900,000 -
6958482546 20311201 360 2,038.20 20020201 358 317,749.75 709 505,000 -
6958666494 20311201 360 2,089.05 20020201 358 313,483.74 765 392,500 392,500
6959573681 20311201 360 2,364.95 20020201 358 359,393.37 672 725,000 -
6959725489 20320101 360 3,066.48 20020201 359 483,999.78 650 675,000 -
6959944445 20320101 360 2,257.13 20020201 359 347,700.37 786 465,000 -
6960307319 20320101 360 2,548.11 20020201 359 382,686.06 801 540,000 -
6961316160 20311201 360 2,168.89 20020201 358 325,464.00 761 428,000 -
6961498729 20311201 360 3,072.16 20020201 358 455,268.51 763 1,725,000 -
6961887640 20320101 360 2,373.98 20020201 359 347,728.52 629 435,500 435,187
6963004335 20320101 360 2,776.01 20020201 359 427,631.49 713 555,000 535,000
6964237991 20311201 360 2,622.13 20020301 358 419,519.36 710 900,000 -
6964241001 20311201 360 4,819.52 20020201 358 761,117.64 786 1,175,000 -
0000000000 20320101 360 2,695.81 20020201 359 404,867.86 782 509,500 506,500
6965878272 20320201 360 2,098.47 20020301 360 332,000.00 723 550,000 -
6966322924 20320101 360 2,753.34 20020201 359 429,620.62 697 670,000 -
6966567858 20320101 360 2,312.39 20020201 359 351,704.28 677 445,000 440,000
0000000000 20320101 360 2,182.97 20020201 359 319,750.36 790 400,000 -
6967024289 20311201 360 4,019.96 20020201 358 634,846.97 753 795,000 795,000
6967258580 20320101 360 2,341.87 20020201 359 351,711.46 691 440,000 440,000
6968296597 20311201 360 3,697.01 20020201 358 569,015.72 722 970,000 970,000
6968372786 20320101 360 3,160.34 20020201 359 499,547.99 726 900,000 -
6969444683 20311201 360 2,957.61 20020201 358 455,212.57 726 585,000 570,000
6969742805 20320101 360 2,756.55 20020301 359 424,634.08 661 630,000 -
6969999736 20311201 360 3,265.05 20020301 358 502,530.72 782 755,000 -
6970108863 20320101 360 1,916.44 20020201 359 302,925.89 786 450,000 -
6970467525 20320101 360 2,061.18 20020201 359 325,805.20 786 430,000 -
6970711526 20311201 360 2,386.85 20020201 358 367,363.53 691 485,000 460,000
6971729253 20320101 360 3,547.42 20020201 359 539,546.33 786 800,000 -
6971744336 20311201 360 2,497.22 20020201 358 388,502.69 708 574,000 -
6972544107 20320101 360 4,391.00 20020201 359 659,459.00 699 825,000 825,000
6972818840 20311201 360 2,824.80 20020201 358 429,199.78 748 932,000 -
6972954512 20320101 360 2,036.60 20020301 359 313,729.65 754 540,000 -
6972983537 20320101 360 2,100.23 20020201 359 327,710.60 792 1,300,000 -
6973348185 20320101 360 3,041.48 20020201 359 474,580.92 711 710,000 -
6974145382 20311201 360 6,238.70 20020201 358 998,142.68 649 1,350,000 1,350,000
6974841394 20320101 360 2,553.56 20020201 359 403,634.77 701 730,000 -
6975712537 20320101 360 3,671.07 20020201 359 565,512.68 684 960,000 -
6976279544 20320201 360 2,155.02 20020301 360 350,000.00 706 475,000 -
6976290756 20320101 360 3,138.02 20020201 359 459,641.15 704 575,000 575,000
6976697836 20320101 360 2,646.85 20020201 359 387,697.32 818 485,000 485,000
6977117578 20320101 360 3,655.81 20020301 359 555,915.48 728 795,000 -
6977534806 20320101 360 3,729.44 20020201 359 574,504.94 765 730,000 -
6978238571 20320101 360 2,128.45 20020201 359 323,727.80 735 500,000 -
6978691761 20320101 360 2,171.15 20020201 359 330,222.34 782 660,000 -
6978710306 20320201 360 3,060.12 20020301 360 497,000.00 629 650,000 -
6978795323 20320101 360 2,180.64 20020201 359 344,688.11 755 730,000 -
6979577241 20320101 360 2,501.54 20020201 359 375,691.79 696 470,000 -
6979621791 20320201 360 2,266.41 20020301 360 345,000.00 747 900,000 899,000
6980457987 20311201 360 3,930.39 20020201 358 628,829.88 697 900,000 -
6980608191 20320101 360 2,507.96 20020201 359 401,627.67 780 840,000 -
0000000000 20320101 360 3,252.53 20020201 359 514,118.80 770 988,000 -
6981249003 20311201 360 2,418.49 20020201 358 367,529.63 797 480,000 -
6982700905 20320101 360 3,964.48 20020201 359 573,563.23 671 825,000 -
6982901081 20320201 360 2,647.59 20020301 360 430,000.00 779 700,000 -
6983216885 20311201 360 2,766.99 20020201 358 420,490.25 744 526,500 526,500
6983985406 20311201 360 2,860.81 20020201 358 429,292.99 757 550,000 -
6985989414 20320201 360 2,255.22 20020301 360 356,800.00 779 575,000 -
6986377841 20320201 360 2,625.28 20020301 360 410,000.00 748 775,000 -
6987695878 20320101 360 2,011.31 20020201 359 309,833.00 754 412,000 -
6987878243 20311201 360 6,653.03 20020201 358 998,355.82 675 3,000,000 -
6988581739 20320101 360 4,072.38 20020201 359 635,438.87 746 1,000,000 -
6988739253 20320101 360 2,313.77 20020201 359 334,745.08 725 420,000 418,750
6988952575 20320101 360 2,198.75 20020201 359 338,708.13 663 485,000 -
6989310229 20311201 360 2,661.22 20020301 358 399,342.31 737 610,000 -
6989526741 20311201 360 2,734.13 20020201 358 426,244.46 727 578,000 -
6990296961 20320201 360 3,891.59 20020301 360 600,000.00 766 2,225,000 -
6990393677 20311201 360 2,312.39 20020201 358 351,406.86 794 440,000 440,000
6990613140 20320101 360 4,765.66 20020201 359 689,474.96 741 959,000 -
6990883495 20320101 360 2,873.21 20020201 359 415,683.46 780 532,000 520,000
6991230605 20320201 360 4,598.51 20020301 360 700,000.00 778 1,310,000 1,200,000
6991900835 20320101 360 2,345.66 20020201 359 361,338.62 686 412,000 -
6991973972 20320101 360 3,041.48 20020201 359 474,580.92 686 775,000 -
6992303377 20320101 360 3,988.35 20020201 359 630,429.57 776 1,400,000 -
0000000000 20320101 360 3,915.51 20020201 359 610,960.48 726 1,060,000 -
6992512902 20320101 360 2,506.85 20020201 359 381,279.40 795 477,000 477,000
6993057873 20320101 360 2,834.95 20020301 359 459,993.12 792 576,000 575,538
6993099909 20320201 360 4,105.81 20020301 360 625,000.00 718 925,000 925,000
6993178984 20320101 360 4,013.64 20020201 359 634,425.94 674 860,000 -
6993359063 20311201 360 2,726.26 20020201 358 414,300.69 755 519,000 518,888
6993662508 20320101 360 3,599.72 20020201 359 554,522.16 712 925,000 -
6994901038 20311201 360 2,140.38 20020201 358 329,430.14 723 455,000 -
6995337539 20320101 360 3,038.98 20020201 359 439,665.19 721 550,000 550,000
6997261190 20320201 360 2,270.10 20020301 360 350,000.00 709 1,300,000 1,340,000
6997855363 20320201 360 2,956.28 20020301 360 438,800.00 749 550,000 548,500
6080308882 20320201 360 2,401.27 20020301 360 352,000.00 780 735,000 735,000
6164728898 20320201 360 3,891.59 20020301 360 600,000.00 733 1,240,000 -
6186235369 20320201 360 3,073.51 20020301 360 445,000.00 723 1,090,000 -
6299246907 20320201 360 3,216.39 20020301 360 460,000.00 739 2,980,000 -
6351490484 20320201 360 4,540.19 20020301 360 700,000.00 741 1,500,000 -
LOAN COUNT: 759.00
SCHEDULED PB (FEBRUARY 1, 2002): 350,183,837.81
UNPAID PB W/A: 461,375.00
INTEREST RATE W/A: 6.83
REMAINING TERM W/A: 358.00
EXHIBIT D-2
LOAN GROUP 2 MORTGAGE LOAN SCHEDULE
BANK OF AMERICA MORTGAGE SECURITIES, INC.
BAMSI 2002-2: GROUP 2
MORTGAGE LOAN SCHEDULE
LOAN PROPERTY LOAN DOC ORIG INTEREST ORIGINAL 1ST PAYMENT
NUMBER TYPE OCCUPANCY PURPOSE TYPE LTV RATE PB DATE
------------------------------------------------------------------------------------------------------------------------
6029711550 Single Family Primary Refinance Standard 75.71 6.875 424,000 20020201
6031397646 Single Family Primary Refinance Standard 63.87 6.875 308,500 20020201
6054358533 Single Family Primary Cash-out Refinance Standard 50.00 7.000 345,000 20020301
6055039546 Single Family Primary Cash-out Refinance Standard 58.33 6.625 350,000 20020201
6056392662 Single Family Primary Purchase Rapid 54.42 6.875 400,000 20020301
6057508704 Single Family Primary Refinance Standard 71.91 6.250 315,000 20020201
6057588060 Single Family Primary Refinance Reduced 80.00 6.625 408,000 20020301
6058227619 Single Family Primary Refinance Reduced 80.00 6.875 520,000 20020301
6059025657 Condominium Primary Refinance Standard 80.00 6.875 325,600 20020201
6059086048 PUD Primary Purchase Standard 80.00 6.875 366,400 20020201
6063345489 Single Family Primary Purchase Rapid 80.00 7.125 360,000 20020301
6063825514 Single Family Primary Refinance Rapid 68.24 7.125 318,000 20020201
6064258053 Single Family Primary Purchase Reduced 80.00 7.000 433,600 20020201
6064280974 Single Family Primary Purchase Rapid 80.00 7.250 552,000 20020301
6064406355 Two Family Primary Refinance Rapid 64.28 6.750 900,000 20020301
0000000000 PUD Primary Refinance Rapid 78.18 7.000 344,000 20020201
6084810339 PUD Primary Refinance Standard 44.84 6.875 370,000 20020201
6085324082 Single Family Primary Refinance Rapid 80.00 6.875 660,000 20020301
6091052800 Single Family Primary Refinance Rapid 32.23 7.000 483,500 20020201
6092915260 Single Family Primary Refinance Reduced 45.88 6.750 413,000 20020201
6093885959 Single Family Primary Refinance Reduced 71.48 6.500 504,000 20020201
6097397662 High-Rise Condo Primary Cash-out Refinance Standard 70.00 6.875 560,000 20020301
6105834300 Single Family Primary Cash-out Refinance Reduced 74.89 6.500 348,255 20020201
6107690072 Single Family Primary Refinance Reduced 40.94 6.500 563,000 20020201
6110614515 Single Family Primary Refinance Reduced 38.12 6.500 305,000 20020201
6111765597 PUD Primary Purchase Standard 95.00 7.250 308,655 20020201
6126518494 Single Family Primary Cash-out Refinance Standard 80.00 6.875 320,000 20020301
6128314132 Single Family Primary Purchase Standard 90.00 7.250 697,500 20020301
6130177253 PUD Primary Refinance Rapid 66.00 6.875 825,000 20020201
6130698654 Single Family Primary Refinance Standard 79.71 6.875 558,000 20020201
6139293853 Single Family Primary Cash-out Refinance Rapid 69.90 6.625 410,000 20020301
6140684637 Single Family Primary Refinance Standard 77.50 6.750 310,000 20020201
6146497083 Single Family Primary Purchase Rapid 80.00 7.000 488,000 20020301
6148076059 Single Family Primary Refinance Standard 72.97 6.750 343,000 20020201
6148336487 Single Family Secondary Refinance Reduced 69.02 6.875 459,000 20020201
6151739585 Single Family Primary Purchase Rapid 79.98 7.125 423,800 20020301
6152983539 Single Family Primary Cash-out Refinance Reduced 26.66 6.625 400,000 20020301
6153221350 Single Family Primary Refinance Reduced 41.79 6.750 344,800 20020301
6155155192 Single Family Primary Refinance Reduced 56.72 6.500 346,000 20020201
6158902269 Single Family Primary Cash-out Refinance Rapid 50.00 6.875 750,000 20020301
6161022246 Single Family Primary Refinance Reduced 31.82 6.625 588,690 20020201
6166505765 PUD Primary Refinance Standard 77.77 6.500 700,000 20020301
6167039202 Single Family Primary Refinance Rapid 52.77 6.625 580,500 20020201
0000000000 PUD Primary Purchase Rapid 80.00 6.875 476,000 20020201
6170756065 Single Family Primary Refinance Reduced 50.42 6.625 416,000 20020301
6173058923 PUD Primary Refinance Standard 71.23 6.750 322,000 20020201
6173279859 Single Family Primary Refinance Standard 61.81 6.625 408,000 20020201
6181077063 Single Family Primary Purchase Rapid 80.00 7.375 412,000 20020301
6183074514 Single Family Primary Refinance Reduced 71.02 6.750 436,800 20020201
6184355557 Condominium Primary Purchase Standard 80.00 7.000 464,000 20020301
6184717509 Single Family Primary Refinance Rapid 63.43 7.250 406,000 20020301
6185578512 Single Family Primary Purchase Rapid 68.00 6.875 425,000 20020301
6188879966 Single Family Primary Purchase Rapid 80.00 6.750 488,000 20020301
6188893470 Single Family Primary Purchase Standard 80.00 7.000 390,516 20020201
6189344945 Single Family Primary Purchase Reduced 77.00 7.000 360,000 20020201
6192788724 PUD Primary Refinance Standard 67.39 6.875 310,000 20020201
6193382030 PUD Primary Refinance Reduced 41.41 6.625 642,000 20020201
6194368293 Single Family Primary Refinance Rapid 78.63 6.875 346,000 20020201
6195281792 PUD Primary Refinance Rapid 48.27 6.750 531,000 20020301
6197829366 Single Family Primary Refinance Standard 77.41 6.500 480,000 20020201
6203526006 Single Family Primary Refinance Standard 69.14 6.625 345,700 20020201
6204513987 PUD Primary Refinance Standard 57.05 6.875 465,000 20020201
6204867144 Single Family Primary Purchase Rapid 79.02 6.750 565,000 20020201
6212783143 Single Family Primary Refinance Reduced 77.68 6.750 473,862 20020201
6226159884 Single Family Primary Purchase Rapid 80.00 6.750 464,000 20020201
6226693338 Single Family Primary Refinance Rapid 68.97 6.875 449,000 20020201
0000000000 Single Family Primary Purchase Rapid 62.55 6.750 380,000 20020301
6228903537 PUD Primary Refinance Reduced 74.16 6.500 445,000 20020301
6229560005 Three Family Primary Purchase Standard 80.00 6.875 439,200 20020301
6230692219 Single Family Primary Refinance Rapid 51.46 6.875 368,000 20020301
6233075909 Two Family Primary Purchase Standard 80.00 7.375 644,000 20020301
6236478233 Single Family Primary Refinance Standard 77.62 7.125 345,450 20020201
6237848764 Single Family Primary Refinance All Ready Home 56.60 6.750 750,000 20020201
6241050100 PUD Primary Purchase Standard 79.99 6.750 576,515 20020201
6250606941 PUD Primary Refinance Reduced 69.93 6.875 500,000 20020201
6253530031 Single Family Primary Cash-out Refinance Standard 64.06 6.500 410,000 20020301
0000000000 Single Family Primary Cash-out Refinance Rapid 80.00 6.875 360,000 20020301
6254612689 Single Family Primary Cash-out Refinance Standard 62.50 6.875 750,000 20020201
6255085042 PUD Primary Refinance Rapid 50.00 6.625 750,000 20020201
6258932000 Single Family Primary Refinance Rapid 72.36 7.000 419,000 20020201
6265491701 Single Family Primary Purchase Standard 69.71 6.625 380,000 20020201
6266874483 Single Family Primary Purchase Rapid 65.81 7.125 385,000 20020301
6272201457 Single Family Primary Refinance Standard 47.28 6.625 487,000 20020301
6272896249 Single Family Primary Refinance Rapid 73.80 7.000 893,000 20020201
6273752409 Single Family Primary Refinance Reduced 44.42 6.750 311,000 20020301
6279414053 PUD Primary Purchase Rapid 63.44 7.125 545,000 20020201
6279988866 Single Family Primary Refinance Rapid 69.39 7.125 458,000 20020201
6280027357 Single Family Primary Purchase Rapid 80.00 7.125 348,000 20020301
6280515609 Single Family Primary Refinance Reduced 56.56 6.875 362,000 20020301
6280947893 Single Family Primary Refinance Rapid 57.25 6.875 332,050 20020301
6282018610 Single Family Primary Refinance All Ready Home 71.84 7.000 546,000 20020301
6282041380 Single Family Primary Refinance Reduced 64.38 6.875 553,700 20020201
6287889569 Single Family Primary Purchase Rapid 80.00 7.250 312,000 20020201
6287920356 Two Family Primary Cash-out Refinance Standard 40.90 7.000 450,000 20020201
6291027628 Single Family Primary Purchase Standard 89.99 6.500 383,190 20020201
6293293889 PUD Primary Cash-out Refinance Reduced 46.62 6.750 408,000 20020201
6293654361 Condominium Primary Purchase Standard 80.00 7.000 336,000 20020201
0000000000 Single Family Primary Refinance Rapid 70.00 6.625 525,000 20020301
6294197113 Single Family Primary Cash-out Refinance Standard 43.29 6.750 1,000,000 20020301
6297606680 Single Family Primary Cash-out Refinance Reduced 61.18 6.750 566,000 20020201
6297654060 Single Family Primary Refinance Rapid 78.00 6.750 546,000 20020301
6302008005 PUD Primary Purchase Standard 78.03 7.000 405,000 20020301
6304341453 Single Family Primary Purchase Reduced 80.00 6.875 376,000 20020201
6306161339 Single Family Primary Purchase Rapid 62.42 6.875 515,000 20020301
6312513671 Single Family Primary Refinance Reduced 77.84 6.625 362,000 20020201
6312905430 PUD Primary Cash-out Refinance Standard 78.16 6.875 340,000 20020201
6313230861 Single Family Primary Purchase Rapid 80.00 6.875 414,400 20020201
6313657766 Single Family Primary Purchase Rapid 80.00 7.125 336,000 20020301
6318177802 Single Family Primary Refinance Rapid 58.34 6.875 423,000 20020201
6319866965 Single Family Primary Refinance Rapid 42.16 7.125 350,000 20020201
6322229250 Single Family Primary Refinance Reduced 76.96 6.875 356,352 20020301
6324932026 Single Family Primary Refinance Reduced 68.57 6.875 480,000 20020301
6327921950 Single Family Primary Purchase Rapid 80.00 7.375 380,000 20020201
6330226306 Single Family Primary Refinance Rapid 80.00 7.000 662,400 20020301
6331676467 Single Family Primary Refinance Rapid 80.00 7.375 368,000 20020301
6331900404 PUD Primary Refinance Standard 49.31 6.750 394,500 20020201
6335383060 PUD Primary Refinance Standard 74.35 6.750 461,000 20020201
6340583928 Single Family Primary Refinance Rapid 52.26 6.625 750,000 20020201
6341634381 Single Family Primary Purchase Rapid 76.50 7.000 700,000 20020201
6345009572 Single Family Primary Purchase Standard 80.00 7.000 412,000 20020201
6347199306 Single Family Primary Purchase Rapid 53.84 6.875 350,000 20020301
6347766070 Single Family Primary Refinance Reduced 45.74 6.750 430,000 20020201
6350743909 PUD Investor Refinance Standard 67.21 7.125 349,500 20020201
6352354549 PUD Primary Purchase Rapid 68.44 7.125 425,000 20020201
6353789081 Single Family Primary Purchase Rapid 80.00 7.375 580,000 20020301
0000000000 Condominium Primary Cash-out Refinance Standard 68.90 7.000 596,000 20020201
6358567938 Single Family Primary Refinance Reduced 75.95 6.500 319,000 20020201
0000000000 Single Family Primary Refinance Reduced 74.86 6.750 423,000 20020301
6364345253 Single Family Primary Refinance Rapid 58.33 6.625 539,600 20020301
6365336269 PUD Primary Purchase Rapid 75.15 6.750 620,000 20020301
6373157145 Single Family Primary Refinance Standard 80.00 6.875 560,000 20020201
6377995680 Single Family Primary Purchase Standard 72.84 7.125 550,000 20020301
6379242693 Single Family Primary Refinance Rapid 26.12 6.500 810,000 20020201
6380061165 Single Family Primary Refinance Reduced 45.04 6.750 473,000 20020201
6381973830 Single Family Primary Refinance Rapid 78.33 7.000 352,500 20020201
6382825963 PUD Primary Purchase Rapid 80.00 7.125 384,000 20020201
6382985304 Single Family Primary Purchase Rapid 80.00 6.875 544,000 20020201
6384673742 Single Family Primary Purchase Standard 80.00 6.750 448,000 20020201
6385295719 Single Family Primary Purchase Rapid 64.44 6.875 435,000 20020301
0000000000 Single Family Primary Refinance Reduced 59.09 6.625 650,000 20020201
6390021134 PUD Primary Purchase Reduced 80.00 6.375 388,000 20020201
6390836432 PUD Primary Refinance Rapid 69.73 7.000 390,500 20020201
0000000000 Single Family Primary Refinance Reduced 72.55 7.000 312,000 20020201
6396623164 Single Family Primary Refinance Reduced 70.00 6.500 332,500 20020301
6399519021 PUD Primary Cash-out Refinance Reduced 59.16 6.875 497,000 20020201
6401094641 Condominium Primary Purchase Reduced 80.00 6.875 444,400 20020301
6401222556 Single Family Primary Refinance Rapid 80.00 6.875 360,000 20020301
6404380187 Single Family Primary Refinance Stated 56.11 6.750 477,000 20020201
6404655323 PUD Primary Refinance Rapid 63.77 7.250 405,000 20020301
6405397628 Single Family Primary Refinance Reduced 73.62 6.875 393,900 20020301
6407777090 Single Family Primary Cash-out Refinance Standard 56.45 6.625 350,000 20020301
0000000000 Single Family Primary Refinance Standard 68.96 7.000 1,000,000 20020201
6408240478 Single Family Primary Refinance Standard 73.46 7.000 360,000 20020301
6410647967 PUD Primary Cash-out Refinance Rapid 66.22 6.875 500,000 20020301
6411800870 Single Family Primary Cash-out Refinance Standard 33.78 6.625 500,000 20020301
6413646958 PUD Primary Refinance Reduced 64.23 6.500 400,200 20020201
0000000000 Single Family Secondary Refinance All Ready Home 67.14 6.750 486,800 20020201
6415847265 Single Family Primary Refinance Reduced 61.27 6.750 337,000 20020301
6418403306 Two Family Primary Cash-out Refinance Standard 62.86 6.750 723,000 20020201
0000000000 PUD Primary Purchase Standard 90.00 6.875 630,000 20020201
0000000000 Single Family Primary Refinance Rapid 52.44 6.875 590,000 20020301
6428314329 PUD Primary Refinance Reduced 48.30 7.000 628,000 20020301
6430970084 Single Family Primary Refinance Rapid 56.22 6.875 393,600 20020201
6435051476 Single Family Primary Cash-out Refinance Reduced 56.09 6.625 345,000 20020301
6436320904 PUD Primary Refinance Reduced 50.22 6.750 437,000 20020201
6438121631 Single Family Primary Refinance Standard 71.20 7.000 890,000 20020201
6447752897 PUD Primary Refinance Standard 49.65 6.750 360,000 20020201
6450101594 Single Family Primary Refinance All Ready Home 18.18 6.875 1,000,000 20020301
6452000265 Single Family Primary Refinance Rapid 42.40 6.875 424,000 20020301
6452063958 Single Family Primary Purchase Rapid 39.04 7.000 410,000 20020301
0000000000 PUD Primary Purchase Rapid 80.00 6.750 340,761 20020201
6460573436 Single Family Primary Purchase Rapid 80.00 6.750 514,400 20020201
6463281011 Single Family Primary Cash-out Refinance Standard 75.55 7.125 340,000 20020201
6464171724 Single Family Primary Purchase Rapid 40.85 7.125 480,000 20020201
0000000000 Single Family Primary Refinance Rapid 73.77 6.875 682,400 20020301
6465867932 PUD Primary Purchase Reduced 80.00 6.875 440,000 20020301
6467671415 Two Family Primary Refinance Standard 75.36 6.875 358,000 20020201
6468127193 Single Family Primary Cash-out Refinance Reduced 67.21 6.625 410,000 20020201
0000000000 Single Family Primary Refinance Rapid 45.45 7.125 1,000,000 20020201
6469534124 Single Family Primary Refinance Standard 50.00 7.000 750,000 20020301
6470073054 Single Family Primary Cash-out Refinance Standard 69.56 7.250 480,000 20020201
6470346963 Single Family Primary Cash-out Refinance Standard 45.94 7.375 850,000 20020201
6476855405 Single Family Primary Refinance Reduced 57.29 6.625 492,700 20020201
6479176775 Single Family Primary Refinance Rapid 75.00 6.500 862,500 20020201
6480154498 PUD Primary Refinance Reduced 63.15 6.750 600,000 20020301
6480905949 Single Family Secondary Refinance Standard 78.66 6.750 590,000 20020201
6482869713 PUD Primary Cash-out Refinance Standard 69.48 6.875 337,000 20020201
0000000000 Single Family Primary Refinance Rapid 43.82 6.875 462,400 20020201
6500829939 Single Family Primary Refinance Reduced 42.26 6.625 317,000 20020201
6501190380 PUD Primary Refinance Reduced 55.55 6.625 500,000 20020201
6503646256 Single Family Primary Refinance Reduced 48.57 6.500 340,000 20020201
6514168878 Single Family Primary Refinance Reduced 50.06 6.750 392,000 20020301
6515343926 Single Family Primary Refinance Reduced 29.83 6.750 517,600 20020301
6516957831 PUD Primary Refinance Rapid 74.33 6.500 478,000 20020301
6517142854 Single Family Primary Refinance Standard 87.89 6.875 334,000 20020201
6518715047 Single Family Secondary Purchase Standard 80.00 6.750 332,000 20020201
6519143090 Single Family Primary Purchase Rapid 80.00 7.000 526,400 20020301
0000000000 Single Family Primary Refinance Reduced 40.01 6.875 380,152 20020201
0000000000 Single Family Primary Purchase Standard 74.99 6.875 759,350 20020201
6526534190 PUD Primary Cash-out Refinance Standard 72.58 7.250 308,500 20020201
6526626723 Single Family Primary Refinance Reduced 69.14 6.500 484,000 20020301
6529508092 PUD Primary Refinance Reduced 77.78 6.500 369,500 20020201
6529882406 Single Family Primary Refinance Standard 57.53 6.750 333,700 20020201
6532310031 Single Family Primary Refinance Standard 30.76 6.750 1,000,000 20020201
6535121294 Single Family Primary Refinance Reduced 60.88 6.750 414,000 20020201
6537621242 Single Family Primary Cash-out Refinance Rapid 80.00 6.625 384,000 20020201
6538757037 Single Family Primary Refinance Standard 74.86 7.125 402,000 20020301
6541417942 PUD Primary Refinance Rapid 49.12 6.750 700,000 20020201
6541612377 Single Family Primary Refinance Standard 58.82 6.750 1,000,000 20020201
6544622324 Single Family Primary Purchase Rapid 80.00 6.875 337,200 20020201
6545697275 Single Family Primary Purchase Standard 64.93 7.000 1,000,000 20020201
6554886934 Single Family Primary Purchase Standard 80.00 7.000 459,360 20020201
6555821096 PUD Primary Refinance Rapid 70.00 7.000 539,000 20020301
6556749361 Single Family Primary Refinance Reduced 60.64 6.750 327,500 20020201
6562759537 PUD Primary Cash-out Refinance Rapid 60.97 7.250 625,000 20020201
6567176471 PUD Primary Refinance Reduced 70.55 6.500 358,400 20020301
6571271474 Single Family Primary Refinance Reduced 44.00 6.625 330,000 20020301
6571728325 Single Family Primary Purchase Reduced 80.00 7.250 448,000 20020201
6574867617 Single Family Primary Purchase Rapid 80.00 7.125 380,000 20020301
6577042747 PUD Primary Refinance Rapid 47.21 6.750 897,000 20020201
6582031446 Single Family Primary Refinance Standard 68.00 6.875 359,000 20020301
6582862527 PUD Primary Purchase Rapid 79.99 6.875 346,400 20020201
6586763978 Single Family Primary Refinance Rapid 57.14 6.750 800,000 20020201
6588067527 PUD Primary Purchase Rapid 80.00 7.000 375,200 20020201
6589638029 Single Family Primary Refinance Reduced 41.00 6.625 328,000 20020201
6591991473 Single Family Primary Refinance Standard 80.00 6.750 320,000 20020301
6595335214 Single Family Primary Purchase Standard 76.92 6.875 750,000 20020301
6596889318 Single Family Primary Purchase Reduced 66.94 7.250 405,000 20020301
6599552772 PUD Primary Refinance Reduced 55.70 6.750 501,322 20020201
6603305316 PUD Primary Purchase Rapid 80.00 7.125 492,000 20020201
6611110724 Single Family Primary Refinance Reduced 58.67 6.375 443,000 20020201
6613372694 Single Family Primary Refinance Reduced 58.08 6.875 424,000 20020301
6613424966 Single Family Primary Cash-out Refinance Standard 41.66 6.875 500,000 20020201
6614509252 Single Family Primary Refinance Rapid 30.40 6.875 760,000 20020301
0000000000 PUD Primary Refinance Standard 54.75 6.750 985,500 20020301
6620222908 PUD Primary Refinance Rapid 48.36 7.125 740,000 20020201
6621129458 Single Family Primary Purchase Rapid 80.00 7.125 352,000 20020201
6626712340 Single Family Primary Purchase Rapid 75.00 6.875 840,000 20020201
6626783101 Single Family Primary Purchase Reduced 77.72 7.000 750,000 20020301
6631827539 Single Family Primary Refinance All Ready Home 51.87 6.750 830,000 20020201
6633448565 PUD Primary Refinance Rapid 69.71 6.625 976,000 20020201
6633587347 Single Family Primary Refinance Reduced 46.66 6.750 350,000 20020201
6635338566 Single Family Primary Purchase Standard 71.42 6.750 750,000 20020301
6651591403 Two Family Primary Cash-out Refinance Standard 52.79 6.500 425,000 20020201
0000000000 PUD Primary Purchase Standard 77.88 7.000 369,100 20020201
6674782138 Single Family Primary Purchase Reduced 65.01 6.500 500,000 20020201
6676711002 Single Family Primary Purchase Rapid 75.00 6.750 453,750 20020301
6683812363 Single Family Primary Purchase Rapid 80.00 7.125 360,000 20020201
0000000000 Single Family Primary Purchase Standard 75.00 7.125 990,000 20020301
6712506655 Single Family Primary Refinance Standard 45.64 6.625 388,000 20020201
6715809106 Single Family Primary Purchase Reduced 76.58 6.750 327,000 20020301
6716679342 Single Family Primary Purchase Standard 65.57 6.875 1,000,000 20020301
0000000000 Single Family Primary Refinance Rapid 70.00 7.000 612,500 20020201
0000000000 Single Family Primary Refinance Reduced 61.28 7.000 429,000 20020301
6749761307 PUD Primary Purchase Standard 80.00 7.375 374,000 20020301
6750634377 Single Family Primary Purchase Rapid 80.00 7.000 604,000 20020301
6753805461 Single Family Primary Purchase Rapid 75.80 7.250 470,000 20020201
6758585126 Single Family Primary Refinance Standard 80.00 7.375 388,000 20020201
6769302024 High-Rise Condo Primary Refinance Rapid 80.00 7.000 568,000 20020201
6800041987 Single Family Primary Purchase Rapid 54.34 7.000 375,000 20020201
6813381057 Condominium Primary Cash-out Refinance Standard 68.75 7.500 550,000 20020301
6813566756 Single Family Primary Refinance Reduced 41.43 6.750 302,500 20020301
6818396894 Single Family Primary Refinance Rapid 52.50 6.250 525,000 20020201
6825948174 PUD Primary Cash-out Refinance Standard 74.07 6.500 500,000 20020301
6826704147 Single Family Primary Cash-out Refinance Rapid 59.61 7.250 310,000 20020301
6826947092 Single Family Primary Refinance Rapid 27.60 7.125 690,000 20020201
6827949147 Single Family Primary Purchase Rapid 68.18 7.375 600,000 20020201
6831321176 PUD Primary Cash-out Refinance Reduced 66.40 6.250 425,000 20020201
6831334682 Single Family Primary Cash-out Refinance Reduced 23.00 6.750 529,000 20020201
6835369890 Condominium Primary Refinance Reduced 76.23 6.875 324,000 20020201
6838195532 Single Family Primary Refinance Reduced 65.69 6.750 663,500 20020301
6841822361 Single Family Primary Refinance Rapid 53.57 6.875 750,000 20020201
6845291951 Single Family Primary Cash-out Refinance Standard 65.79 6.625 454,000 20020201
6854165617 Single Family Primary Refinance Rapid 72.46 6.875 1,000,000 20020201
6856521734 Single Family Primary Cash-out Refinance Standard 78.12 6.750 375,000 20020101
6856639460 Single Family Primary Refinance Standard 82.05 6.875 480,000 20020201
6856944902 Single Family Primary Refinance Rapid 80.00 7.000 352,000 20020101
6857143967 PUD Primary Refinance Reduced 80.00 6.875 520,000 20020201
6857254111 Single Family Primary Refinance Standard 79.16 6.875 380,000 20020201
6857951245 Single Family Primary Cash-out Refinance Rapid 69.73 6.500 383,539 20020201
6858405290 Single Family Primary Refinance Reduced 66.82 6.500 568,000 20020201
6860299236 Single Family Primary Refinance Rapid 71.71 6.750 393,000 20020201
6860590550 Single Family Primary Cash-out Refinance Rapid 35.82 6.625 455,000 20020201
6860829396 Single Family Primary Cash-out Refinance Standard 77.55 6.625 380,000 20020101
6862174387 Single Family Primary Cash-out Refinance Reduced 77.77 6.875 350,000 20020201
6866393835 Single Family Primary Purchase Rapid 92.11 6.750 303,058 20020101
6878689659 Single Family Primary Cash-out Refinance Reduced 68.80 6.625 375,000 20020101
6887634258 Single Family Primary Purchase Reduced 80.00 6.750 301,600 20020201
0000000000 Single Family Primary Refinance Rapid 71.83 6.750 488,500 20020301
6889375835 PUD Primary Refinance Rapid 80.00 6.625 372,000 20020201
6890531236 Single Family Primary Refinance Reduced 26.00 6.875 715,000 20020101
0000000000 Single Family Primary Refinance Standard 35.37 6.625 398,000 20020201
6899503087 PUD Primary Purchase Rapid 80.00 7.125 344,000 20020201
6901436839 Single Family Primary Purchase Reduced 80.00 6.875 358,400 20020201
6927647468 Single Family Primary Cash-out Refinance Standard 62.18 6.750 370,000 20020201
6927785961 PUD Primary Cash-out Refinance Standard 78.46 7.000 357,000 20020201
0000000000 Two Family Primary Cash-out Refinance Standard 69.98 6.875 352,000 20020201
0000000000 Single Family Primary Cash-out Refinance Reduced 51.91 7.000 475,000 20020201
6930971921 Single Family Primary Cash-out Refinance Rapid 44.44 6.750 999,950 20020201
6963972218 Single Family Primary Cash-out Refinance Reduced 51.79 7.000 375,500 20020201
6974029107 Single Family Primary Cash-out Refinance Standard 70.00 7.000 532,000 20020201
6977428215 PUD Primary Refinance Reduced 67.88 6.875 305,500 20020101
6979126734 Condominium Secondary Purchase Rapid 80.00 7.250 351,200 20020201
6979189039 Condominium Primary Purchase Rapid 80.00 6.875 440,000 20020201
6980744152 PUD Primary Refinance Reduced 51.18 7.000 604,000 20020201
TABLE (CONTINUED)
LOAN MATURITY ORIGINAL MONTHLY CURRENT REMAINING SCHEDULED APPRAISAL SALES
NUMBER DATE TERM P&I DUE DATE TERM PB FICO VALUE PRICE
-------------------------------------------------------------------------------------------------------------------------------
6029711550 20320101 360 2,785.38 20020201 359 423,643.79 654 560,000 -
6031397646 20320101 360 2,026.63 20020201 359 308,240.82 645 483,000 -
6054358533 20320201 360 2,295.30 20020301 360 345,000.00 756 690,000 -
6055039546 20320101 360 2,241.09 20020201 359 349,691.20 683 600,000 -
6056392662 20320201 360 2,627.72 20020301 360 400,000.00 761 735,000 735,000
6057508704 20320101 360 1,939.51 20020201 359 314,701.12 675 438,000 -
6057588060 20320201 360 2,612.47 20020301 360 408,000.00 744 510,000 -
6058227619 20320201 360 3,416.03 20020301 360 520,000.00 755 650,000 -
6059025657 20320101 360 2,138.97 20020201 359 325,326.45 774 407,000 -
6059086048 20320101 360 2,406.99 20020201 359 366,092.18 647 465,000 458,000
6063345489 20320201 360 2,425.39 20020301 360 360,000.00 793 450,000 450,000
6063825514 20320101 360 2,142.43 20020201 359 317,745.69 730 466,000 -
6064258053 20320101 360 2,884.76 20020201 359 433,231.17 772 542,000 542,000
6064280974 20320201 360 3,765.62 20020301 360 552,000.00 716 690,000 690,000
6064406355 20320201 360 5,837.39 20020301 360 900,000.00 765 1,400,000 -
0000000000 20320101 360 2,288.65 20020201 359 343,718.02 730 440,000 -
6084810339 20320101 360 2,430.64 20020201 359 369,689.15 784 825,000 -
6085324082 20320201 360 4,335.74 20020301 360 660,000.00 760 825,000 -
6091052800 20320101 360 3,216.74 20020201 359 483,103.68 784 1,500,000 -
6092915260 20320101 360 2,678.72 20020201 359 412,644.41 793 900,000 -
6093885959 20320101 360 3,185.63 20020201 359 503,544.37 794 705,000 -
6097397662 20320201 360 3,678.81 20020301 360 560,000.00 699 800,000 -
6105834300 20320101 360 2,201.21 20020201 359 347,940.17 726 465,000 -
6107690072 20320101 360 3,558.55 20020201 359 562,491.03 762 1,375,000 -
6110614515 20320101 360 1,927.81 20020201 359 304,724.27 821 800,000 -
6111765597 20320101 360 2,105.58 20020201 359 308,414.21 710 325,000 324,900
6126518494 20320201 360 2,102.18 20020301 360 320,000.00 703 400,000 -
6128314132 20320201 360 4,758.18 20020301 360 697,500.00 689 775,000 775,000
6130177253 20320101 360 5,419.67 20020201 359 824,306.89 770 1,250,000 -
6130698654 20320101 360 3,665.67 20020201 359 557,531.21 709 700,000 -
6139293853 20320201 360 2,625.28 20020301 360 410,000.00 770 586,500 -
6140684637 20320101 360 2,010.66 20020301 359 309,733.09 749 400,000 -
6146497083 20320201 360 3,246.68 20020301 360 488,000.00 781 614,000 610,000
6148076059 20220101 240 2,608.05 20020201 239 342,321.33 654 470,000 -
6148336487 20320101 360 3,015.31 20020201 359 458,614.38 698 665,000 -
6151739585 20320201 360 2,855.22 20020301 360 423,800.00 744 530,000 529,821
6152983539 20320201 360 2,561.25 20020301 360 400,000.00 749 1,500,000 -
6153221350 20320201 360 2,236.37 20020301 360 344,800.00 752 825,000 -
6155155192 20320101 360 2,186.96 20020201 359 345,687.21 800 610,000 -
6158902269 20320201 360 4,926.97 20020301 360 750,000.00 793 1,500,000 -
6161022246 20320101 360 3,769.45 20020201 359 588,170.61 770 1,850,000 -
6166505765 20320201 360 4,424.48 20020301 360 700,000.00 660 900,000 -
6167039202 20320101 360 3,717.01 20020201 359 579,628.58 819 1,100,000 -
0000000000 20320101 360 3,126.99 20020201 359 475,600.09 774 612,000 595,000
6170756065 20320201 360 2,663.70 20020301 360 416,000.00 792 825,000 -
6173058923 20320101 360 2,088.49 20020201 359 321,722.76 678 452,000 -
6173279859 20320101 360 2,612.47 20020301 359 407,640.03 720 660,000 -
6181077063 20320201 360 2,845.59 20020301 360 412,000.00 762 515,000 515,000
6183074514 20320101 360 2,833.08 20020201 359 436,423.92 695 615,000 -
6184355557 20320201 360 3,087.01 20020301 360 464,000.00 676 580,000 580,000
6184717509 20320201 360 2,769.64 20020301 360 406,000.00 799 640,000 -
6185578512 20320201 360 2,791.95 20020301 360 425,000.00 760 625,000 625,000
6188879966 20320201 360 3,165.16 20020301 360 488,000.00 792 610,000 610,000
6188893470 20320101 360 2,598.12 20020201 359 390,195.89 711 489,500 488,145
6189344945 20320101 360 2,395.09 20020201 359 359,704.91 775 467,500 467,500
6192788724 20320101 360 2,036.48 20020201 359 309,739.56 729 460,000 -
6193382030 20320101 360 4,110.80 20020201 359 641,433.57 765 1,550,000 -
6194368293 20320101 360 2,272.98 20020201 359 345,709.31 744 440,000 -
6195281792 20320201 360 3,444.06 20020301 360 531,000.00 734 1,100,000 -
6197829366 20320101 360 3,033.93 20020201 359 479,566.07 713 620,000 -
6203526006 20320101 360 2,213.56 20020201 359 345,394.99 781 500,000 -
6204513987 20320101 360 3,054.72 20020201 359 463,461.51 794 815,000 -
6204867144 20320101 360 3,664.58 20020201 359 564,513.55 712 715,000 715,000
6212783143 20320101 360 3,073.46 20020201 359 473,454.01 686 610,000 -
6226159884 20320101 360 3,009.50 20020201 359 463,600.50 722 580,000 580,000
6226693338 20320101 360 2,949.62 20020201 359 448,622.78 702 651,000 -
0000000000 20320201 360 2,464.68 20020301 360 380,000.00 786 607,500 607,500
6228903537 20320201 360 2,812.71 20020301 360 445,000.00 772 600,000 -
6229560005 20320201 360 2,885.24 20020301 360 439,200.00 780 549,000 549,000
6230692219 20320201 360 2,417.50 20020301 360 368,000.00 797 715,000 -
6233075909 20320201 360 4,447.95 20020301 360 644,000.00 758 805,000 805,000
6236478233 20320101 360 2,327.37 20020201 359 344,218.63 668 445,000 -
6237848764 20320101 360 4,864.49 20020201 359 749,354.26 754 1,325,000 -
6241050100 20320101 360 3,739.27 20020201 359 576,018.63 678 720,644 720,644
6250606941 20320101 360 3,284.65 20020201 359 499,579.93 721 715,000 -
6253530031 20320201 360 2,591.48 20020301 360 410,000.00 710 640,000 -
0000000000 20320201 360 2,364.95 20020301 360 360,000.00 779 450,000 -
6254612689 20320101 360 4,926.97 20020201 359 749,369.91 621 1,200,000 -
6255085042 20320101 360 4,802.34 20020201 359 749,338.28 791 1,500,000 -
6258932000 20320101 360 2,787.62 20020301 359 418,656.55 805 579,000 -
6265491701 20320101 360 2,433.19 20020201 359 379,664.73 663 545,500 545,110
6266874483 20320201 360 2,593.82 20020301 360 385,000.00 805 585,000 585,000
6272201457 20320201 360 3,118.32 20020301 360 487,000.00 683 1,030,000 -
6272896249 20320101 360 5,941.16 20020201 359 892,268.01 778 1,210,000 -
6273752409 20320201 360 2,017.15 20020301 360 311,000.00 747 700,000 -
6279414053 20320101 360 3,671.77 20020301 359 544,564.17 779 860,000 859,000
6279988866 20320101 360 3,085.64 20020201 359 457,633.74 759 660,000 -
6280027357 20320201 360 2,344.55 20020301 360 348,000.00 750 435,000 435,000
6280515609 20320201 360 2,378.09 20020301 360 362,000.00 794 640,000 -
6280947893 20320201 360 2,181.34 20020301 360 332,050.00 798 580,000 -
6282018610 20320201 360 3,632.56 20020301 360 546,000.00 755 760,000 -
6282041380 20320101 360 3,637.42 20020201 359 553,234.82 697 860,000 -
6287889569 20320101 360 2,128.40 20020201 359 311,756.60 757 390,000 390,000
6287920356 20320101 360 2,993.87 20020201 359 449,631.13 643 1,100,000 -
6291027628 20320101 360 2,422.03 20020201 359 382,843.58 759 426,000 425,767
6293293889 20320101 360 2,646.29 20020201 359 407,648.71 758 875,000 -
6293654361 20320101 360 2,235.42 20020201 359 335,724.58 689 420,000 420,000
0000000000 20320201 360 3,361.64 20020301 360 525,000.00 767 750,000 -
6294197113 20320201 360 6,485.99 20020301 360 1,000,000.00 752 2,310,000 -
6297606680 20320101 360 3,671.07 20020201 359 565,512.68 689 925,000 -
6297654060 20320201 360 3,541.35 20020301 360 546,000.00 726 700,000 -
6302008005 20320201 360 2,694.48 20020301 360 405,000.00 697 520,000 519,000
6304341453 20320101 360 2,470.06 20020201 359 375,684.11 762 470,000 470,000
6306161339 20320201 360 3,383.19 20020301 360 515,000.00 766 825,000 825,000
6312513671 20320101 360 2,317.93 20020201 359 361,680.61 722 465,000 -
6312905430 20320101 360 2,233.56 20020201 359 339,714.36 795 435,000 -
6313230861 20320101 360 2,722.32 20020201 359 414,051.85 752 518,000 518,000
6313657766 20320201 360 2,263.70 20020301 360 336,000.00 723 420,000 420,000
6318177802 20320101 360 2,778.81 20020301 359 422,644.63 813 725,000 -
6319866965 20320101 360 2,358.02 20020301 359 349,720.11 791 830,000 -
6322229250 20320201 360 2,340.98 20020301 360 356,352.00 685 463,000 -
6324932026 20320201 360 3,153.26 20020301 360 480,000.00 768 700,000 -
6327921950 20320101 360 2,624.57 20020201 359 379,710.85 782 475,000 475,000
6330226306 20320201 360 4,406.97 20020301 360 662,400.00 729 828,000 -
6331676467 20320201 360 2,541.69 20020301 360 368,000.00 789 460,000 -
6331900404 20320101 360 2,558.72 20020201 359 394,160.34 657 800,000 -
6335383060 20320101 360 2,990.04 20020201 359 460,603.09 632 620,000 -
6340583928 20320101 360 4,802.34 20020201 359 749,338.28 763 1,435,000 -
6341634381 20320101 360 4,657.12 20020201 359 699,426.21 770 915,000 915,000
6345009572 20320101 360 2,741.05 20020201 359 411,662.28 779 515,000 515,000
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6435051476 20320201 360 2,209.08 20020301 360 345,000.00 738 615,000 -
6436320904 20320101 360 2,834.38 20020201 359 436,623.75 719 870,000 -
6438121631 20320101 360 5,921.20 20020201 359 889,270.47 686 1,250,000 -
6447752897 20320101 360 2,334.96 20020201 359 359,690.04 623 725,000 -
6450101594 20320201 360 6,569.29 20020301 360 1,000,000.00 726 5,500,000 -
6452000265 20320201 360 2,785.38 20020301 360 424,000.00 797 1,000,000 -
6452063958 20320201 360 2,727.75 20020301 360 410,000.00 708 1,050,000 1,050,000
0000000000 20320101 360 2,210.17 20020201 359 340,467.61 708 430,000 425,951
6460573436 20320101 360 3,336.39 20020201 359 513,957.11 782 650,000 643,000
6463281011 20320101 360 2,290.65 20020201 359 339,728.10 687 450,000 -
6464171724 20320101 360 3,233.85 20020301 359 479,616.15 774 1,175,000 1,175,000
0000000000 20320201 360 4,482.89 20020301 360 682,400.00 703 925,000 -
6465867932 20320201 360 2,890.49 20020301 360 440,000.00 680 600,000 550,000
6467671415 20320101 360 2,351.81 20020201 359 357,699.23 683 475,000 -
6468127193 20320101 360 2,625.28 20020201 359 409,638.26 764 610,000 -
0000000000 20320101 360 6,737.19 20020201 359 999,200.31 788 2,200,000 -
6469534124 20320201 360 4,989.77 20020301 360 750,000.00 669 1,500,000 -
6470073054 20320101 360 3,274.45 20020201 359 479,625.55 699 690,000 -
6470346963 20320101 360 5,870.74 20020201 359 849,353.22 697 1,850,000 -
6476855405 20320101 360 3,154.82 20020201 359 492,265.29 713 860,000 -
6479176775 20320101 360 5,451.59 20020301 359 861,720.29 769 1,150,000 -
6480154498 20320201 360 3,891.59 20020301 360 600,000.00 681 950,000 -
6480905949 20320101 360 3,826.73 20020201 359 585,726.71 662 750,000 -
6482869713 20320101 360 2,213.86 20020201 359 336,716.87 628 485,000 -
0000000000 20320101 360 3,037.64 20020201 359 462,011.53 770 1,055,000 -
6500829939 20320101 360 2,029.79 20020201 359 316,720.31 794 750,000 -
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6503646256 20320101 360 2,149.04 20020201 359 339,692.63 767 700,000 -
6514168878 20320201 360 2,542.51 20020301 360 392,000.00 792 783,000 -
6515343926 20320201 360 3,357.15 20020301 360 517,600.00 798 1,735,000 -
6516957831 20320201 360 3,021.29 20020301 360 478,000.00 763 643,000 -
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6518715047 20320101 360 2,153.35 20020201 359 331,714.15 733 417,000 415,000
6519143090 20320201 360 3,502.16 20020301 360 526,400.00 784 660,000 658,000
0000000000 20320101 360 2,497.33 20020201 359 379,832.62 757 950,000 -
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6529508092 20320101 360 2,335.50 20020201 359 369,165.96 700 475,000 -
6529882406 20320101 360 2,164.38 20020201 359 333,412.68 660 580,000 -
6532310031 20320101 360 6,485.99 20020201 359 999,139.01 762 3,250,000 -
6535121294 20320101 360 2,685.20 20020201 359 413,643.55 698 680,000 -
6537621242 20320101 360 2,458.80 20020201 359 383,661.20 751 480,000 -
6538757037 20320201 360 2,708.35 20020301 360 402,000.00 646 537,000 -
6541417942 20320101 360 4,540.19 20020201 359 699,397.31 779 1,425,000 -
6541612377 20320101 360 6,485.99 20020201 359 999,139.01 737 1,700,000 -
6544622324 20320101 360 2,215.17 20020201 359 336,916.71 792 422,000 421,500
6545697275 20320101 360 6,653.03 20020201 359 999,180.30 768 1,540,000 1,540,000
6554886934 20320101 360 3,056.14 20020201 359 458,983.46 724 583,000 574,200
6555821096 20320201 360 3,585.99 20020301 360 539,000.00 701 770,000 -
6556749361 20320101 360 2,124.16 20020301 359 327,218.03 704 540,000 -
6562759537 20320101 360 4,263.61 20020201 359 622,367.74 727 1,025,000 -
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6571271474 20320201 360 2,113.03 20020301 360 330,000.00 774 750,000 -
6571728325 20320101 360 3,056.15 20020201 359 447,650.52 761 560,000 560,000
6574867617 20320201 360 2,560.14 20020301 360 380,000.00 780 487,000 475,000
6577042747 20320101 360 5,817.93 20020201 359 896,227.70 767 1,900,000 -
6582031446 20320201 360 2,358.38 20020301 360 359,000.00 702 527,941 -
6582862527 20320101 360 2,275.61 20020201 359 346,108.97 763 434,000 433,042
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6589638029 20320101 360 2,100.23 20020201 359 327,710.60 753 800,000 -
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6595335214 20320201 360 4,926.97 20020301 360 750,000.00 678 975,000 975,000
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6611110724 20320101 360 2,763.75 20020201 359 442,589.69 805 755,000 -
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6614509252 20320201 360 4,992.66 20020301 360 760,000.00 774 2,500,000 -
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6620222908 20320101 360 4,985.52 20020201 359 739,408.23 773 1,530,000 -
6621129458 20320101 360 2,371.49 20020201 359 351,718.51 790 440,000 440,000
6626712340 20320101 360 5,518.21 20020201 359 839,294.29 769 1,120,000 1,120,000
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6633448565 20320101 360 6,249.44 20020201 359 975,138.89 721 1,400,000 -
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0000000000 20320101 360 2,455.64 20020201 359 368,797.44 674 540,000 473,900
6674782138 20320101 360 3,160.34 20020201 359 499,547.99 748 769,000 769,000
6676711002 20320201 360 2,943.02 20020301 360 453,750.00 799 605,000 605,000
6683812363 20320101 360 2,425.39 20020201 359 359,712.11 763 650,000 450,000
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6712506655 20320101 360 2,484.41 20020201 359 387,657.67 647 850,000 -
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6716679342 20320201 360 6,569.29 20020301 360 1,000,000.00 661 1,525,000 1,525,000
0000000000 20320101 360 4,074.98 20020201 359 611,997.94 716 875,000 -
0000000000 20320201 360 2,854.15 20020301 360 429,000.00 813 700,000 -
6749761307 20320201 360 2,583.13 20020301 360 374,000.00 766 468,000 467,500
6750634377 20320201 360 4,018.43 20020301 360 604,000.00 729 755,000 755,000
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6838195532 20320201 360 4,303.45 20020301 360 663,500.00 760 1,010,000 -
6841822361 20320101 360 4,926.97 20020201 359 749,369.91 728 1,400,000 -
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6854165617 20320101 360 6,569.29 20020201 359 999,159.88 766 1,380,000 -
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6856639460 20320101 360 3,153.26 20020201 359 479,596.74 725 585,000 -
6856944902 20311201 360 2,341.87 20020201 358 351,421.24 713 440,000 -
6857143967 20320101 360 3,416.03 20020201 359 519,563.14 706 650,000 -
6857254111 20320101 360 2,496.33 20020201 359 379,680.75 631 480,000 -
6857951245 20320101 360 2,424.23 20020201 359 383,192.27 765 550,000 -
6858405290 20320101 360 3,590.15 20020201 359 567,486.52 777 850,000 -
6860299236 20320101 360 2,549.00 20020201 359 392,661.63 711 548,000 -
6860590550 20320101 360 2,913.42 20020201 359 454,598.56 762 1,270,000 -
6860829396 20311201 360 2,433.19 20020201 358 379,327.61 691 490,000 -
6862174387 20320101 360 2,299.26 20020201 359 349,705.95 782 450,000 -
6866393835 20311201 360 1,965.63 20020301 358 302,534.67 764 329,000 329,000
6878689659 20311201 360 2,401.17 20020201 358 374,336.46 786 545,000 -
6887634258 20320101 360 1,956.18 20020201 359 301,340.32 742 377,000 377,000
0000000000 20320201 360 3,168.41 20020301 360 488,500.00 756 680,000 -
6889375835 20320101 360 2,381.96 20020201 359 371,671.79 765 465,000 -
6890531236 20311201 360 4,697.05 20020201 358 713,795.16 736 2,750,000 -
0000000000 20320101 360 2,548.44 20020201 359 397,648.85 630 1,125,000 -
6899503087 20320101 360 2,317.60 20020201 359 343,724.90 739 440,000 430,000
6901436839 20320101 360 2,354.44 20020201 359 358,098.89 793 448,000 448,000
6927647468 20320101 360 2,399.82 20020201 359 369,681.43 735 595,000 -
6927785961 20320101 360 2,375.13 20020201 359 356,707.37 692 455,000 -
0000000000 20320101 360 2,312.39 20020201 359 351,704.28 806 503,000 -
0000000000 20320101 360 3,160.19 20020201 359 415,942.18 758 915,000 -
6930971921 20320101 360 6,485.66 20020201 359 999,089.06 745 2,250,000 -
6963972218 20320101 360 2,498.22 20020201 359 375,192.20 759 725,000 -
6974029107 20320101 360 3,539.41 20020201 359 531,563.92 771 760,000 -
6977428215 20311201 360 2,006.92 20020201 358 304,985.21 751 450,000 -
6979126734 20320101 360 2,395.81 20020201 359 350,926.02 775 439,000 439,000
6979189039 20320101 360 2,890.49 20020201 359 439,630.34 802 550,000 550,000
6980744152 20320101 360 4,018.43 20020201 359 603,504.90 740 1,180,000 -
LOAN COUNT: 305.00
SCHEDULED PB (FEBRUARY 1, 2002): 149,059,958.29
UNPAID PB W/A: 488,721.00
INTEREST RATE W/A: 6.85
REMAINING TERM W/A: 359.00
EXHIBIT D-3
LOAN GROUP 3 MORTGAGE LOAN SCHEDULE
BANK OF AMERICA MORTGAGE SECURITIES, INC.
BAMSI 2002-2: GROUP 3
MORTGAGE LOAN SCHEDULE
LOAN PROPERTY LOAN DOC ORIG INTEREST ORIGINAL 1ST PAYMENT
NUMBER TYPE OCCUPANCY PURPOSE TYPE LTV RATE PB DATE
------------------------------------------------------------------------------------------------------------------------------------
0029790219 PUD Primary Purchase Standard 79.99 6.875 325,900 20011101
6001063657 Single Family Primary Refinance Reduced 49.97 6.625 307,366 20020201
6003712707 Single Family Primary Refinance Standard 76.86 6.250 377,000 20020301
6015119222 PUD Primary Refinance Reduced 75.09 6.625 383,000 20020301
6015857193 Single Family Primary Cash-out Refinance Reduced 41.93 6.750 325,000 20020201
6016862788 Single Family Primary Purchase Standard 80.00 6.625 792,000 20020301
6017442267 Single Family Primary Refinance Reduced 46.53 6.875 349,000 20020201
6018776838 PUD Primary Refinance Standard 70.97 6.375 384,000 20020201
6020578701 Single Family Primary Refinance Reduced 67.68 6.625 398,000 20020201
6024293877 Single Family Primary Refinance Reduced 65.30 6.375 369,000 20020201
6026129574 Single Family Primary Purchase Reduced 80.00 6.375 432,000 20020101
6032141332 Single Family Primary Refinance All Ready Home 35.23 6.500 370,000 20020201
6055489758 Single Family Primary Refinance Rapid 41.27 6.625 355,000 20020201
6057038884 Single Family Primary Cash-out Refinance Rapid 62.04 6.375 608,000 20020101
6059285939 PUD Primary Refinance Rapid 62.01 6.625 400,000 20020301
6062089369 Single Family Primary Purchase Reduced 80.00 6.875 428,000 20020201
6063970799 Single Family Primary Refinance Standard 80.00 6.500 500,000 20020201
6065200179 PUD Secondary Purchase Standard 80.00 6.500 384,000 20020301
6074594489 Single Family Primary Purchase Rapid 80.00 6.250 544,000 20020101
6080986497 Single Family Primary Refinance Rapid 38.46 6.375 500,000 20020201
6083632999 PUD Primary Refinance Reduced 65.84 7.000 339,100 20020201
6088265928 Single Family Primary Cash-out Refinance Reduced 53.03 6.500 350,000 20020301
6090559821 Single Family Primary Refinance Rapid 75.69 6.375 371,665 20020301
0000000000 Single Family Secondary Refinance All Ready Home 60.80 6.500 456,000 20020201
6092561148 Single Family Primary Refinance All Ready Home 47.36 6.375 450,000 20020301
6092802385 Single Family Primary Refinance Standard 62.00 6.750 465,000 20020201
6093886064 Single Family Primary Refinance Rapid 70.00 6.625 368,200 20020301
6096155525 Single Family Primary Purchase Standard 80.00 6.375 556,000 20011201
6108755452 PUD Primary Refinance Reduced 75.75 6.375 500,000 20020301
6109299609 Single Family Primary Refinance Rapid 61.07 6.750 855,000 20020201
6111634546 Single Family Primary Refinance Reduced 30.76 6.000 400,000 20020201
6113571993 PUD Primary Cash-out Refinance Standard 17.77 6.625 400,000 20020201
6114211698 PUD Primary Purchase Rapid 80.00 6.750 378,400 20020301
6117027653 Single Family Primary Refinance Standard 48.21 6.375 626,800 20020201
6118878849 Single Family Primary Refinance Reduced 67.00 6.375 358,500 20020201
6119605332 Single Family Primary Cash-out Refinance Standard 55.51 6.500 680,000 20020201
6120544058 Single Family Primary Purchase Rapid 78.18 6.250 343,950 20020201
6121330788 Single Family Primary Cash-out Refinance Standard 57.69 7.000 750,000 20020301
6124107027 Single Family Primary Refinance Standard 79.84 6.625 527,000 20020201
6127330485 Single Family Primary Refinance Reduced 58.19 6.500 650,000 20020301
6133822954 Single Family Primary Cash-out Refinance Standard 68.57 6.625 600,000 20020201
0000000000 Single Family Primary Cash-out Refinance Standard 74.07 6.625 400,000 20020201
6148700930 Single Family Primary Refinance Standard 60.57 6.625 315,000 20020201
6159337960 PUD Primary Refinance Standard 76.73 6.625 376,000 20011201
6159400750 Single Family Primary Cash-out Refinance Standard 49.85 6.500 350,000 20020301
6163180885 Single Family Primary Cash-out Refinance Standard 70.00 6.625 441,000 20020301
6169647994 Single Family Primary Refinance Rapid 78.35 6.375 362,000 20020201
6177328322 Single Family Primary Cash-out Refinance Standard 50.27 6.625 450,000 20020201
6182406808 Single Family Primary Refinance Reduced 78.30 6.375 415,000 20020301
6184562939 Single Family Primary Refinance Standard 41.48 6.875 390,000 20020201
6187370793 Single Family Primary Cash-out Refinance Standard 60.81 6.375 450,000 20020201
6189602607 Single Family Primary Refinance Reduced 50.00 6.500 600,000 20020201
0000000000 Single Family Primary Refinance Reduced 38.33 6.625 345,000 20020201
6198332378 PUD Primary Refinance Reduced 67.11 6.625 500,000 20020201
6198789874 Single Family Primary Refinance All Ready Home 45.72 6.500 324,659 20020201
6202411564 Single Family Primary Refinance Reduced 65.97 6.375 303,485 20020201
6205415513 Single Family Primary Refinance Reduced 68.35 6.375 581,000 20020301
6205777128 Single Family Primary Refinance Reduced 66.66 6.375 400,000 20020301
6207085025 Single Family Primary Refinance Reduced 31.83 6.375 308,800 20020201
6207450997 Three Family Investor Refinance Rapid 51.08 6.750 447,000 20020201
6213083402 Single Family Primary Cash-out Refinance Standard 21.38 6.375 598,907 20020201
6217128989 Single Family Primary Refinance Standard 72.72 6.750 800,000 20020201
6217130910 Single Family Primary Refinance Rapid 50.64 6.625 633,000 20020301
6217263786 PUD Primary Refinance Reduced 51.44 6.750 373,000 20020201
6220760919 Single Family Primary Refinance Reduced 68.23 6.500 307,058 20020201
6228532500 PUD Primary Purchase Rapid 79.99 6.500 402,300 20020201
6228924046 Single Family Primary Refinance Standard 70.14 6.375 410,340 20020301
6231799930 Single Family Primary Refinance All Ready Home 53.64 6.500 450,601 20020201
6232603909 Single Family Primary Purchase Standard 80.00 6.500 532,000 20020201
6235941520 Single Family Primary Refinance Reduced 65.31 6.500 544,692 20020201
6242398870 Condominium Secondary Refinance All Ready Home 70.71 6.625 396,000 20020101
6253136243 PUD Primary Cash-out Refinance Reduced 75.00 6.625 420,000 20020201
6254121566 PUD Primary Refinance Reduced 54.23 6.375 320,000 20020301
6254761643 Single Family Primary Refinance Rapid 72.72 6.625 800,000 20020101
6257428265 Single Family Primary Cash-out Refinance Reduced 40.00 6.250 400,000 20020201
0000000000 Single Family Primary Cash-out Refinance Rapid 51.50 6.750 360,500 20020201
0000000000 Single Family Primary Refinance Reduced 62.87 6.625 415,000 20020301
6271199090 PUD Primary Cash-out Refinance Standard 31.26 6.000 383,000 20020201
6281367166 Single Family Primary Refinance Reduced 58.05 6.500 301,890 20020201
6282578431 Single Family Primary Cash-out Refinance Standard 43.75 6.875 875,000 20020301
6282777884 Single Family Primary Refinance Rapid 69.89 6.375 325,000 20020201
6290061248 Single Family Primary Cash-out Refinance Rapid 75.00 6.500 375,000 20020101
6291779574 PUD Primary Refinance Standard 42.85 6.500 525,000 20020201
6293672157 Condominium Primary Purchase Rapid 50.00 6.625 1,000,000 20020201
6296291286 Single Family Primary Refinance Standard 58.46 6.750 380,000 20020201
6299694585 Single Family Primary Refinance Reduced 63.21 6.000 378,000 20020201
6307725660 PUD Primary Refinance Rapid 80.00 6.750 432,000 20020201
6314957298 Single Family Primary Refinance Reduced 42.85 6.250 375,000 20020301
6315394681 Single Family Secondary Cash-out Refinance Rapid 56.55 6.500 315,000 20020201
6315929544 Single Family Primary Refinance Reduced 71.51 6.500 708,000 20020201
6318690945 Single Family Primary Refinance Reduced 69.26 6.375 349,800 20020201
0000000000 Single Family Primary Refinance Reduced 36.46 6.375 474,000 20020201
6321994029 Single Family Primary Refinance Standard 57.20 6.750 858,000 20020301
6326659627 Single Family Primary Cash-out Refinance Standard 39.72 6.875 375,000 20020301
6326886360 Single Family Primary Purchase Rapid 79.99 6.500 455,800 20020301
6333105432 PUD Primary Refinance Reduced 72.47 6.375 347,870 20020301
6338442590 Single Family Secondary Refinance Reduced 27.77 6.500 430,500 20020301
0000000000 PUD Primary Refinance Reduced 70.57 6.375 463,000 20020201
0000000000 PUD Primary Purchase Rapid 57.01 6.875 325,000 20020301
6355451417 High-Rise Condo Secondary Purchase Standard 79.99 6.750 399,990 20020201
6360086661 Single Family Primary Refinance Reduced 58.54 6.375 442,000 20020301
6364585692 Single Family Primary Refinance Rapid 52.00 7.000 624,000 20020201
6364935111 High-Rise Condo Primary Purchase Rapid 75.00 6.750 933,750 20020301
6369810186 Single Family Primary Refinance Rapid 45.45 6.500 1,000,000 20020201
6370504158 PUD Primary Refinance Reduced 47.50 6.375 380,000 20020201
6373049011 Single Family Primary Cash-out Refinance Standard 31.25 6.375 500,000 20020201
6379766808 Single Family Primary Refinance Reduced 35.00 6.500 350,000 20020201
6387185389 PUD Primary Refinance Reduced 29.79 6.625 329,200 20020201
6388458322 PUD Primary Cash-out Refinance Standard 60.00 6.750 600,000 20020301
6390378773 Single Family Primary Cash-out Refinance Rapid 44.55 6.375 450,000 20020201
6392011802 Single Family Primary Refinance Reduced 50.80 6.500 315,000 20020201
6393817983 PUD Primary Refinance Standard 46.27 6.625 342,400 20020201
6402991977 Single Family Primary Purchase Standard 38.46 6.750 1,000,000 20020301
6404158245 Single Family Primary Refinance Reduced 68.19 6.375 358,000 20020201
6412236306 Single Family Primary Cash-out Refinance Reduced 51.42 6.500 450,000 20020201
6413981165 Single Family Primary Refinance Rapid 75.29 6.625 384,000 20020301
6422133188 Single Family Primary Refinance Standard 86.09 6.625 331,474 20020201
6424353834 Single Family Primary Cash-out Refinance Standard 63.33 6.625 570,000 20020201
6424508999 Single Family Primary Refinance Reduced 36.87 6.500 590,000 20020201
6425324982 Single Family Secondary Refinance Rapid 65.80 7.000 329,000 20020301
6425954846 Single Family Primary Refinance Rapid 49.75 6.625 408,000 20011201
0000000000 Single Family Primary Purchase Standard 64.00 6.625 400,000 20011201
6431444006 PUD Primary Cash-out Refinance Standard 57.69 6.750 750,000 20020201
6432205562 PUD Primary Purchase Rapid 80.00 6.750 614,400 20020201
6435099509 PUD Primary Cash-out Refinance Standard 50.00 6.625 550,000 20020201
6442298649 Single Family Secondary Refinance Reduced 70.25 6.375 393,400 20020301
6442604333 Single Family Primary Refinance Reduced 34.15 6.500 512,343 20020301
6442734494 Single Family Secondary Refinance Reduced 68.04 6.375 534,835 20020201
6451167198 High-Rise Condo Primary Refinance Standard 59.89 6.625 748,635 20020301
6460972091 Single Family Primary Cash-out Refinance Standard 70.00 7.125 455,280 20011201
6461214907 Single Family Primary Purchase Rapid 80.00 6.000 519,200 20020201
6465183025 Single Family Primary Refinance Standard 58.73 7.125 370,000 20020301
6465770284 Single Family Secondary Purchase Rapid 67.68 6.875 1,000,000 20020301
6466318810 Single Family Primary Refinance Rapid 44.98 6.625 866,000 20020201
6466343610 Single Family Primary Refinance Rapid 69.86 6.375 306,000 20020201
6466673487 Single Family Primary Cash-out Refinance Reduced 47.05 6.750 600,000 20020201
6466731442 Single Family Primary Refinance Standard 59.30 6.375 385,500 20020201
0000000000 Single Family Primary Purchase Rapid 80.00 6.750 552,000 20020301
6474746945 Single Family Primary Refinance Reduced 79.80 6.250 332,000 20020301
6481130299 PUD Investor Purchase Reduced 79.99 7.000 439,710 20020101
6483232176 Single Family Primary Cash-out Refinance Standard 70.06 7.000 360,852 20010801
6487266550 Single Family Primary Refinance Rapid 58.87 6.875 471,000 20020201
6488505212 Two Family Primary Refinance Rapid 79.24 6.500 523,000 20020201
6490010060 Two Family Primary Refinance Rapid 40.00 6.500 440,000 20020201
6499179304 Single Family Primary Refinance Rapid 68.25 6.625 911,168 20020201
6501979980 Single Family Primary Purchase Standard 80.00 7.000 860,000 20020201
6504896769 Single Family Investor Refinance Standard 37.64 6.500 320,000 20020101
6511667732 Single Family Secondary Refinance Rapid 57.14 6.500 600,000 20020301
6511774603 Two Family Primary Purchase Standard 80.00 6.250 622,400 20020301
0000000000 Single Family Primary Refinance Reduced 24.85 6.250 522,000 20020201
0000000000 Single Family Primary Refinance Reduced 35.48 6.250 550,000 20020301
6524129209 Single Family Secondary Refinance Rapid 47.58 6.750 345,000 20020101
6528929026 Single Family Primary Refinance Standard 45.45 6.250 750,000 20020301
6529540871 Single Family Primary Refinance Reduced 80.00 6.500 344,000 20020301
6531583877 Single Family Primary Refinance Reduced 9.09 6.875 323,000 20020201
6533702160 Single Family Secondary Refinance Reduced 52.81 6.500 581,000 20020301
6534814303 Single Family Primary Refinance Standard 75.00 6.625 386,250 20020201
6544771386 Single Family Primary Refinance All Ready Home 53.63 6.500 818,000 20020201
6553248821 Single Family Primary Refinance Reduced 45.21 6.375 406,900 20020201
6553626539 Condominium Secondary Refinance Rapid 33.33 6.875 400,000 20020201
6554071933 Single Family Primary Cash-out Refinance Rapid 68.96 6.625 500,000 20020201
6555281218 Single Family Primary Refinance All Ready Home 30.43 6.500 563,000 20020201
6555840534 PUD Primary Refinance Rapid 40.90 6.750 900,000 20020201
6565952667 PUD Primary Purchase Reduced 80.00 6.875 348,000 20020301
6571328449 Single Family Primary Purchase Rapid 38.46 6.750 500,000 20020301
6577572693 Single Family Primary Refinance Rapid 65.95 6.625 653,000 20020201
0000000000 Single Family Primary Cash-out Refinance Reduced 22.00 6.500 440,000 20020201
6582042641 PUD Primary Refinance Rapid 30.95 6.500 325,000 20020201
6585365171 Single Family Primary Refinance All Ready Home 56.93 6.500 431,000 20020101
6585532986 PUD Primary Cash-out Refinance Reduced 40.82 6.125 396,000 20020201
6586695626 Single Family Primary Refinance Rapid 22.06 6.875 579,000 20020201
6587314375 Single Family Primary Refinance All Ready Home 51.03 6.375 510,326 20020201
6588474848 Single Family Primary Refinance Rapid 62.32 6.625 467,400 20020101
6590127145 Single Family Primary Refinance Rapid 48.35 6.375 677,000 20020201
6593446021 PUD Primary Refinance Reduced 68.22 6.500 350,000 20020301
6601935528 PUD Primary Refinance Rapid 66.10 6.500 628,000 20020301
6602020031 Single Family Primary Cash-out Refinance Rapid 62.19 6.750 510,000 20020201
6604279155 Single Family Primary Cash-out Refinance Standard 60.53 6.625 454,000 20020301
0000000000 Single Family Primary Cash-out Refinance Standard 51.05 6.750 435,000 20020201
6608448459 Single Family Primary Cash-out Refinance Rapid 46.24 6.500 395,400 20020201
6610777093 Single Family Primary Purchase Standard 80.00 6.500 610,000 20020301
6612035425 Single Family Primary Refinance Reduced 58.91 6.000 441,872 20020201
6615613350 PUD Primary Refinance Reduced 62.71 6.500 333,000 20020201
6615721534 PUD Primary Purchase Rapid 60.96 6.625 492,000 20020301
6633831760 Single Family Primary Purchase Reduced 80.00 6.875 500,000 20020301
6636816842 Single Family Primary Refinance Standard 56.85 6.375 440,650 20020201
0000000000 Single Family Primary Refinance Reduced 66.59 6.875 305,000 20020201
6641392599 PUD Primary Refinance Rapid 50.88 6.750 636,000 20020301
6644007905 Single Family Primary Refinance Standard 32.00 6.500 304,000 20020301
6646354891 Single Family Primary Refinance Rapid 25.49 6.750 701,000 20020101
6648657119 Single Family Primary Purchase Rapid 36.69 6.750 1,000,000 20020201
6650013177 PUD Primary Refinance Rapid 50.47 6.500 636,000 20020201
6650445213 Single Family Primary Cash-out Refinance Standard 53.01 6.625 387,000 20020201
6656298798 Single Family Primary Cash-out Refinance Reduced 30.76 6.625 400,000 20020301
6656667968 PUD Secondary Cash-out Refinance Standard 14.58 6.625 350,000 20020301
6656929392 Single Family Primary Refinance Rapid 47.00 6.625 658,000 20020201
6658266686 PUD Primary Refinance Reduced 81.33 7.125 353,800 20020201
6658637639 Single Family Primary Cash-out Refinance Standard 42.94 6.625 365,000 20020301
6662261046 Single Family Investor Refinance Standard 75.00 6.500 431,250 20020201
6667576935 PUD Primary Cash-out Refinance Standard 71.68 6.625 362,000 20020301
6668419622 Single Family Primary Cash-out Refinance Rapid 35.52 6.375 444,000 20020201
6672291561 PUD Primary Purchase Rapid 80.00 6.500 589,600 20020301
6674819138 Single Family Primary Refinance Reduced 51.41 6.500 421,608 20020201
6678719623 Condominium Primary Refinance Standard 71.22 6.500 320,500 20020201
6682440349 Single Family Primary Refinance Standard 34.53 6.625 625,000 20020301
6682548984 Single Family Primary Cash-out Refinance Reduced 31.53 6.375 473,000 20020201
6684071878 Single Family Primary Refinance Rapid 52.94 6.375 450,000 20020101
6687090248 Single Family Primary Cash-out Refinance Rapid 54.30 6.625 353,000 20020301
6687825866 Single Family Primary Refinance Standard 75.11 6.750 471,000 20020301
6688131538 Single Family Primary Refinance Reduced 49.48 6.625 386,000 20020201
6688327912 PUD Primary Cash-out Refinance Standard 75.00 6.750 492,750 20020301
0000000000 PUD Primary Purchase Reduced 37.03 6.000 500,000 20020301
0000000000 Two Family Primary Cash-out Refinance Standard 40.00 6.250 600,000 20020301
6696300661 Single Family Primary Refinance Reduced 75.86 6.375 550,000 20020201
6697206040 PUD Secondary Refinance Reduced 39.77 6.500 350,000 20020301
6700277061 Single Family Primary Cash-out Refinance Standard 64.64 6.625 415,000 20020201
6703409794 Single Family Primary Refinance Rapid 50.00 6.625 550,000 20020201
6705236070 Single Family Primary Refinance Rapid 35.41 6.625 425,000 20020301
6705635180 Single Family Primary Cash-out Refinance Reduced 62.26 6.375 330,000 20020301
6708363939 Single Family Primary Refinance Rapid 36.36 6.750 400,000 20020201
6708860330 PUD Primary Refinance Standard 44.57 6.500 546,000 20020101
6711264330 Single Family Primary Cash-out Refinance Standard 60.00 6.500 975,000 20020301
6711912912 Single Family Secondary Cash-out Refinance Rapid 47.76 7.375 406,000 20020201
6713817671 Single Family Primary Refinance Rapid 48.93 6.750 587,200 20020301
6715928724 PUD Primary Refinance Standard 44.35 6.500 346,000 20020201
6717894650 PUD Primary Refinance Reduced 76.86 6.875 442,000 20020301
6723128606 Single Family Primary Refinance Standard 75.00 6.750 766,500 20020101
6726258970 Condominium Secondary Purchase Rapid 75.00 6.750 971,250 20020201
6726995282 PUD Primary Refinance Reduced 52.63 6.375 500,000 20020201
6734711630 High-Rise Condo Primary Cash-out Refinance Standard 57.89 6.375 429,000 20020201
6740363582 Single Family Primary Refinance All Ready Home 67.92 6.625 346,400 20020201
6743832021 PUD Primary Refinance Rapid 65.21 6.375 750,000 20020201
6747689807 PUD Primary Refinance All Ready Home 63.57 6.625 311,500 20020201
6752017605 Single Family Secondary Cash-out Refinance Standard 40.00 6.375 400,000 20020101
6754934419 Single Family Primary Cash-out Refinance Standard 59.66 6.500 540,000 20020201
6759574582 Single Family Primary Cash-out Refinance Reduced 70.00 6.625 425,600 20020201
6760411956 Condominium Primary Cash-out Refinance Standard 63.23 6.500 332,000 20020301
6760786977 Single Family Primary Refinance Reduced 78.03 6.750 430,000 20020201
6761093381 Single Family Primary Refinance Rapid 37.50 6.625 450,000 20020201
0000000000 Single Family Primary Cash-out Refinance Standard 67.16 6.500 473,500 20020201
6765734667 Single Family Primary Refinance Rapid 60.86 6.250 566,000 20020201
6768443183 Single Family Primary Refinance Reduced 79.14 6.625 407,612 20020201
6771689525 Single Family Primary Cash-out Refinance Reduced 65.00 6.875 650,000 20020201
6776430701 Single Family Primary Refinance Standard 33.81 6.500 372,000 20020201
6784930049 Single Family Primary Refinance Reduced 32.31 6.750 476,700 20020201
6785047975 PUD Primary Cash-out Refinance Standard 72.98 6.500 308,000 20020201
6785620912 PUD Primary Refinance Reduced 77.47 6.500 522,980 20020201
6792167485 PUD Primary Cash-out Refinance Reduced 54.94 6.625 500,000 20020201
6795432001 Single Family Primary Refinance Reduced 53.88 6.375 361,000 20020201
6799116931 Single Family Primary Refinance Reduced 62.50 6.375 375,000 20020301
6801566149 Single Family Primary Refinance Rapid 54.36 6.375 526,000 20020201
0000000000 Single Family Primary Refinance Standard 70.00 6.375 315,000 20020301
6817936096 Condominium Primary Purchase Reduced 65.71 6.875 600,000 20020301
6819229367 Single Family Primary Refinance Reduced 51.42 6.625 630,000 20020201
6822384910 PUD Primary Refinance Reduced 46.55 6.625 372,438 20020201
6822986755 PUD Secondary Purchase Standard 70.00 6.625 630,000 20011201
6823388787 Single Family Primary Refinance Rapid 33.49 6.625 318,200 20020201
6827843928 PUD Primary Purchase Rapid 59.09 6.625 650,000 20020201
6828051851 PUD Primary Refinance Reduced 80.00 6.250 484,000 20020301
6833269217 Single Family Investor Refinance Standard 64.59 6.375 394,000 20020201
6833794438 Single Family Primary Refinance Reduced 49.60 6.375 620,000 20020201
6834096569 Single Family Primary Refinance Standard 60.05 6.625 750,700 20020301
6836326840 Single Family Primary Purchase Reduced 79.96 6.500 629,000 20020201
6838447586 Single Family Primary Cash-out Refinance Rapid 66.42 6.500 372,000 20020301
6843484012 Single Family Primary Purchase Rapid 80.00 6.750 476,000 20020201
6849664112 Single Family Primary Cash-out Refinance Rapid 41.17 6.500 350,000 20020301
6855847114 PUD Primary Purchase Rapid 79.32 6.875 750,000 20020201
6855876147 Single Family Primary Refinance Reduced 63.10 6.500 590,000 20020201
6858245514 Single Family Primary Refinance Reduced 80.00 6.750 500,000 20020201
6858929281 Single Family Primary Purchase Reduced 52.66 6.125 474,000 20020201
6859893783 Single Family Primary Refinance Reduced 34.14 6.375 461,000 20020301
6862254221 Single Family Primary Refinance Reduced 73.94 6.250 395,600 20020301
6867827146 PUD Primary Refinance Reduced 47.23 6.125 401,465 20020201
6868083889 Single Family Primary Refinance Reduced 60.31 6.625 383,000 20020201
6871492325 PUD Primary Refinance Standard 68.70 6.750 461,000 20020201
6885076130 Single Family Primary Refinance Reduced 79.85 6.250 329,000 20020201
6888166433 Single Family Primary Refinance Reduced 46.15 6.625 701,500 20020201
6897882418 Single Family Primary Purchase Rapid 90.00 6.500 414,900 20020201
6900699833 PUD Primary Cash-out Refinance Standard 80.00 6.750 356,000 20020201
6903146162 Single Family Secondary Refinance Reduced 63.43 6.500 602,662 20020201
6908654475 PUD Primary Cash-out Refinance Standard 50.00 6.625 400,000 20020301
6909894245 Single Family Primary Cash-out Refinance Standard 44.00 6.875 484,000 20020301
6910812475 Single Family Primary Refinance Standard 63.41 6.625 650,000 20020201
6916698936 Single Family Primary Refinance Reduced 42.18 6.625 675,000 20020201
6917011857 Two Family Primary Cash-out Refinance Reduced 60.00 6.500 600,000 20020301
6918890499 Single Family Primary Refinance Reduced 53.75 6.250 645,000 20020301
0000000000 Single Family Primary Refinance Reduced 22.97 6.375 540,000 20020201
0000000000 Single Family Primary Refinance Rapid 15.72 6.875 786,000 20020201
6926791655 Two Family Primary Refinance Rapid 71.40 6.750 446,250 20020201
6934330884 Single Family Primary Refinance Reduced 62.70 6.375 401,300 20020201
6934843092 Single Family Primary Refinance Standard 69.44 6.500 500,000 20020301
6937864715 PUD Primary Refinance Standard 54.80 6.875 411,000 20020101
6945180195 Single Family Primary Refinance Reduced 11.55 6.500 427,500 20020201
6947160328 Single Family Primary Cash-out Refinance Reduced 56.50 6.750 565,000 20020201
6950949708 Single Family Primary Refinance Standard 66.86 6.500 448,000 20020201
6961557722 Single Family Primary Refinance Rapid 20.96 6.250 650,000 20020201
6962717366 Single Family Primary Cash-out Refinance Standard 45.29 6.500 684,000 20020201
6962866916 High-Rise Condo Secondary Refinance All Ready Home 58.08 6.375 697,000 20020201
6965439646 Single Family Secondary Refinance Reduced 62.52 6.500 515,800 20020201
6970057490 PUD Primary Refinance Standard 72.53 6.375 301,000 20020201
6972847021 Single Family Primary Cash-out Refinance Rapid 42.75 6.875 855,000 20020201
6973572305 Single Family Primary Refinance Rapid 79.90 6.625 342,000 20020101
6974272228 Single Family Primary Refinance Rapid 80.00 6.625 336,000 20020301
6978129408 Single Family Primary Refinance Reduced 44.21 6.375 420,000 20020201
0000000000 Single Family Primary Cash-out Refinance Rapid 51.85 6.500 350,000 20020101
6988177363 High-Rise Condo Primary Refinance Reduced 38.94 6.750 370,000 20020201
6988361546 Single Family Primary Refinance All Ready Home 75.99 6.375 385,300 20020301
6992054962 Single Family Primary Cash-out Refinance Reduced 66.87 6.500 300,929 20020201
6996809387 Single Family Primary Refinance Rapid 35.10 6.375 430,000 20020301
TABLE (CONTINUED)
LOAN MATURITY ORIGINAL MONTHLY CURRENT REMAINING SCHEDULED APPRAISAL SALES
NUMBER DATE TERM P&I DUE DATE TERM PB FICO VALUE PRICE
------------------------------------------------------------------------------------------------------------------------ ----------
0029790219 20161001 180 2,906.55 20020201 176 321,278.63 716 412,500 407,408
6001063657 20170101 180 2,698.66 20020201 179 306,364.26 728 615,000 -
6003712707 20170201 180 3,232.49 20020301 180 377,000.00 620 490,500 -
6015119222 20170201 180 3,362.72 20020301 180 383,000.00 718 510,000 -
6015857193 20170101 180 2,875.96 20020301 179 322,952.17 788 775,000 -
6016862788 20170201 180 6,953.72 20020301 180 792,000.00 773 990,000 990,000
6017442267 20170101 180 3,112.58 20020201 179 347,886.90 738 750,000 -
6018776838 20170101 180 3,318.73 20020201 179 382,721.27 731 541,000 -
6020578701 20170101 180 3,494.42 20020201 179 396,702.87 756 588,000 -
6024293877 20170101 180 3,189.09 20020201 179 367,771.22 777 565,000 -
6026129574 20161201 180 3,733.57 20020201 178 429,115.22 757 540,000 540,000
6032141332 20170101 180 3,223.10 20020301 179 361,281.07 786 1,050,000 -
6055489758 20170101 180 3,116.88 20020201 179 353,843.02 757 860,000 -
6057038884 20161201 180 5,254.65 20020201 178 603,939.94 733 980,000 -
6059285939 20170201 180 3,511.98 20020301 180 400,000.00 740 645,000 -
6062089369 20170101 180 3,817.14 20020201 179 426,634.94 767 535,000 535,000
6063970799 20170101 180 4,355.54 20020201 179 498,352.79 743 625,000 -
6065200179 20170201 180 3,345.06 20020301 180 384,000.00 703 480,000 480,000
6074594489 20161201 180 4,664.39 20020201 178 540,328.35 763 680,000 680,000
6080986497 20170101 180 4,321.26 20020201 179 498,334.99 771 1,300,000 -
6083632999 20170101 180 3,047.93 20020201 179 338,030.15 801 515,000 -
6088265928 20170201 180 3,048.88 20020301 180 350,000.00 688 660,000 -
6090559821 20170201 180 3,212.12 20020301 180 371,665.00 711 491,000 -
0000000000 20170101 180 3,972.25 20020201 179 454,497.75 803 750,000 -
6092561148 20170201 180 3,889.13 20020301 180 450,000.00 804 950,000 -
6092802385 20170101 180 4,114.83 20020201 179 463,500.80 776 750,000 -
6093886064 20170201 180 3,232.78 20020301 180 368,200.00 769 526,000 -
6096155525 20161101 180 4,805.24 20020201 177 550,415.97 700 695,000 695,000
6108755452 20170201 180 4,321.26 20020301 180 500,000.00 775 660,000 -
6109299609 20170101 180 7,565.98 20020201 179 852,243.40 749 1,400,000 -
6111634546 20170101 180 3,375.43 20020301 179 398,624.57 782 1,300,000 -
6113571993 20170101 180 3,511.98 20020201 179 398,696.35 692 2,250,000 -
6114211698 20170201 180 3,348.50 20020301 180 378,400.00 755 485,000 473,000
6117027653 20170101 180 5,417.13 20020201 179 624,712.75 736 1,300,000 -
6118878849 20170101 180 3,098.34 20020201 179 357,306.19 716 535,000 -
6119605332 20170101 180 5,923.54 20020201 179 669,236.73 651 1,225,000 -
6120544058 20170101 180 2,949.11 20020201 179 342,792.30 765 450,000 439,899
6121330788 20170201 180 6,741.22 20020301 180 750,000.00 802 1,300,000 -
6124107027 20170101 180 4,627.03 20020201 179 525,282.45 722 660,000 -
6127330485 20170201 180 5,662.20 20020301 180 650,000.00 697 1,117,000 -
6133822954 20170101 180 5,267.97 20020201 179 598,044.53 707 875,000 -
0000000000 20170101 180 3,511.98 20020201 179 398,696.35 677 540,000 -
6148700930 20170101 180 2,765.69 20020201 179 313,973.37 699 520,000 -
6159337960 20161101 180 3,301.26 20020201 177 372,303.39 696 490,000 -
6159400750 20170201 180 3,048.88 20020301 180 350,000.00 761 702,000 -
6163180885 20170201 180 3,871.96 20020301 180 441,000.00 760 630,000 -
6169647994 20170101 180 3,128.59 20020201 179 360,794.54 749 462,000 -
6177328322 20170101 180 3,950.98 20020201 179 448,533.40 796 895,000 -
6182406808 20170201 180 3,586.64 20020301 180 415,000.00 713 530,000 -
6184562939 20170101 180 3,478.24 20020201 179 388,756.14 637 940,000 -
6187370793 20170101 180 3,889.13 20020201 179 448,501.49 719 740,000 -
6189602607 20170101 180 5,226.65 20020201 179 598,023.35 707 1,200,000 -
0000000000 20170101 180 3,029.08 20020201 179 343,875.61 712 900,000 -
6198332378 20170101 180 4,389.97 20020201 179 498,370.45 725 745,000 -
6198789874 20170101 180 2,828.13 20020201 179 323,589.44 727 710,000 -
6202411564 20170101 180 2,622.88 20020201 179 302,474.38 747 460,000 -
6205415513 20170201 180 5,021.30 20020301 180 581,000.00 758 850,000 -
6205777128 20170201 180 3,457.01 20020301 180 400,000.00 743 600,000 -
6207085025 20170101 180 2,668.81 20020201 179 307,771.69 759 970,000 -
6207450997 20170101 180 3,955.55 20020301 179 445,558.83 772 875,000 -
6213083402 20170101 180 5,176.06 20020201 179 596,912.63 775 2,800,000 -
6217128989 20170101 180 7,079.28 20020301 179 797,420.72 732 1,100,000 -
6217130910 20170201 180 5,557.71 20020301 180 633,000.00 726 1,250,000 -
6217263786 20170101 180 3,300.72 20020201 179 371,797.41 785 725,000 -
6220760919 20170101 180 2,674.81 20020201 179 306,046.42 742 450,000 -
6228532500 20170101 180 3,504.47 20020201 179 400,974.66 709 503,000 502,900
6228924046 20170201 180 3,546.37 20020301 180 410,340.00 692 585,000 -
6231799930 20170101 180 3,925.22 20020201 179 449,116.54 746 840,000 -
6232603909 20170101 180 4,634.30 20020201 179 530,247.37 649 690,000 665,000
6235941520 20170101 180 4,744.86 20020201 179 542,897.55 777 834,000 -
6242398870 20161201 180 3,476.86 20020301 178 393,365.25 738 560,000 -
6253136243 20170101 180 3,687.58 20020201 179 418,631.17 770 560,000 -
6254121566 20170201 180 2,765.61 20020301 180 320,000.00 766 590,000 -
6254761643 20161201 180 7,023.96 20020301 178 794,771.02 765 1,100,000 -
6257428265 20170101 180 3,429.70 20020201 179 398,653.63 730 1,000,000 -
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6271199090 20170101 180 3,231.98 20020201 179 381,683.02 727 1,225,000 -
6281367166 20170101 180 2,629.79 20020201 179 300,895.45 762 520,000 -
6282578431 20170201 180 7,803.73 20020301 180 875,000.00 702 2,000,000 -
6282777884 20170101 180 2,808.82 20020201 179 320,958.74 728 465,000 -
6290061248 20161201 180 3,266.66 20020201 178 372,522.49 770 500,000 -
6291779574 20170101 180 4,573.32 20020201 179 523,270.43 654 1,225,000 -
6293672157 20170101 180 8,779.94 20020201 179 996,740.89 729 2,000,000 2,000,000
6296291286 20170101 180 3,362.66 20020201 179 378,774.84 710 650,000 -
6299694585 20170101 180 3,189.78 20020201 179 376,700.22 692 598,000 -
6307725660 20170101 180 3,822.81 20020201 179 430,607.19 749 540,000 -
6314957298 20170201 180 3,215.34 20020301 180 375,000.00 738 875,000 -
6315394681 20170101 180 2,743.99 20020201 179 313,962.26 701 557,000 -
6315929544 20170101 180 6,167.45 20020201 179 705,667.55 810 990,000 -
6318690945 20170101 180 3,023.15 20020201 179 348,635.16 704 505,000 -
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6321994029 20170201 180 7,592.53 20020301 180 858,000.00 651 1,500,000 -
6326659627 20170201 180 3,344.46 20020301 180 375,000.00 659 944,000 -
6326886360 20170201 180 3,970.51 20020301 180 455,800.00 768 570,000 569,800
6333105432 20170201 180 3,006.47 20020301 180 347,870.00 721 480,000 -
6338442590 20170201 180 3,750.12 20020301 180 430,500.00 793 1,550,000 -
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6355451417 20170101 180 3,539.55 20020201 179 398,700.39 703 500,000 499,990
6360086661 20170201 180 3,819.99 20020301 180 442,000.00 716 755,000 -
6364585692 20170101 180 5,608.69 20020201 179 622,031.31 726 1,200,000 -
6364935111 20170201 180 8,262.85 20020301 180 933,750.00 783 1,245,000 1,245,000
6369810186 20170101 180 8,711.08 20020201 179 996,705.59 741 2,200,000 -
6370504158 20170101 180 3,284.16 20020201 179 378,734.59 704 800,000 -
6373049011 20170101 180 4,321.26 20020201 179 498,334.99 809 1,600,000 -
6379766808 20170101 180 3,048.88 20020301 179 348,846.95 713 1,000,000 -
6387185389 20170101 180 2,890.36 20020201 179 328,127.10 740 1,105,000 -
6388458322 20170201 180 5,309.46 20020301 180 600,000.00 664 1,000,000 -
6390378773 20170101 180 3,889.13 20020201 179 448,501.49 765 1,010,000 -
6392011802 20170101 180 2,743.99 20020201 179 313,962.26 791 620,000 -
6393817983 20170101 180 3,006.26 20020201 179 341,284.07 651 740,000 -
6402991977 20170201 180 8,849.10 20020301 180 1,000,000.00 728 2,600,000 2,600,000
6404158245 20170101 180 3,094.02 20020201 179 356,807.86 726 525,000 -
6412236306 20170101 180 3,919.99 20020201 179 448,517.51 733 875,000 -
6413981165 20170201 180 3,371.50 20020301 180 384,000.00 781 510,000 -
6422133188 20170101 180 2,910.33 20020201 179 330,037.85 691 385,000 -
6424353834 20170101 180 5,004.57 20020201 179 568,142.31 668 900,000 -
6424508999 20170101 180 5,139.54 20020201 179 588,056.29 765 1,600,000 -
6425324982 20170201 180 2,957.15 20020301 180 329,000.00 748 500,000 -
6425954846 20161101 180 3,582.22 20020201 177 403,148.60 770 820,000 -
0000000000 20161101 180 3,511.98 20020201 177 396,067.43 659 655,000 625,000
6431444006 20170101 180 6,636.83 20020301 179 747,581.92 668 1,300,000 -
6432205562 20170101 180 5,436.89 20020201 179 612,419.11 764 790,000 768,000
6435099509 20170101 180 4,828.97 20020201 179 548,207.49 664 1,100,000 -
6442298649 20170201 180 3,399.97 20020301 180 393,400.00 720 560,000 -
6442604333 20170201 180 4,463.06 20020301 180 512,343.00 792 1,500,000 -
6442734494 20170101 180 4,622.32 20020201 179 533,053.99 738 786,000 -
6451167198 20170201 180 6,572.97 20020301 180 748,635.00 744 1,250,000 -
6460972091 20161101 180 4,124.07 20020301 177 450,836.76 751 650,400 -
6461214907 20170101 180 4,381.31 20020201 179 517,414.69 701 649,000 649,000
6465183025 20170201 180 3,351.58 20020301 180 370,000.00 641 630,000 -
6465770284 20170201 180 8,918.55 20020301 180 1,000,000.00 733 1,500,000 1,477,500
6466318810 20140101 144 8,733.61 20020201 143 862,047.43 732 1,925,000 -
6466343610 20170101 180 2,644.61 20020201 179 304,981.02 730 438,000 -
6466673487 20170101 180 5,309.46 20020201 179 598,065.54 713 1,275,000 -
6466731442 20140101 144 3,837.14 20020201 143 383,710.83 678 650,000 -
0000000000 20170201 180 4,884.71 20020301 180 552,000.00 793 700,000 690,000
6474746945 20170201 180 2,846.65 20020301 180 332,000.00 778 416,000 -
6481130299 20161201 180 3,952.24 20020201 178 436,927.37 721 610,000 549,638
6483232176 20160701 180 3,243.44 20020201 173 352,741.88 773 515,000 -
6487266550 20170101 180 4,200.64 20020301 179 469,497.80 706 800,000 -
6488505212 20170101 180 4,555.90 20020201 179 521,277.02 704 660,000 -
6490010060 20170101 180 3,832.88 20020201 179 438,550.45 765 1,100,000 -
6499179304 20170101 180 8,000.00 20020201 179 908,198.41 744 1,335,000 -
6501979980 20170101 180 7,729.93 20020301 179 857,286.74 761 1,075,000 1,075,000
6504896769 20161201 180 2,787.55 20020201 178 317,885.85 751 850,000 -
6511667732 20170201 180 5,226.65 20020301 180 600,000.00 769 1,050,000 -
6511774603 20170201 180 5,336.61 20020301 180 622,400.00 765 778,000 778,000
0000000000 20170101 180 4,475.75 20020201 179 520,243.00 792 2,100,000 -
0000000000 20170201 180 4,715.83 20020301 180 550,000.00 752 1,550,000 -
6524129209 20161201 180 3,052.94 20020301 178 342,769.12 765 725,000 -
6528929026 20170201 180 6,430.68 20020301 180 750,000.00 749 1,650,000 -
6529540871 20170201 180 2,996.61 20020301 180 344,000.00 755 430,000 -
6531583877 20170101 180 2,880.69 20020201 179 318,187.10 783 3,550,000 -
6533702160 20170201 180 5,061.14 20020301 180 581,000.00 787 1,100,000 -
6534814303 20170101 180 3,391.26 20020301 179 384,991.16 691 515,000 -
6544771386 20170101 180 7,125.66 20020201 179 815,305.17 760 1,525,000 -
6553248821 20170101 180 3,516.64 20020201 179 405,545.02 740 900,000 -
6553626539 20170101 180 3,567.42 20020201 179 398,724.25 743 1,200,000 -
6554071933 20170101 180 4,389.97 20020201 179 498,370.45 790 725,000 -
6555281218 20170101 180 4,904.34 20020201 179 561,145.24 771 1,850,000 -
6555840534 20170101 180 7,964.19 20020201 179 897,098.31 708 2,200,000 -
6565952667 20170201 180 3,103.66 20020301 180 348,000.00 733 442,000 435,000
6571328449 20170201 180 4,424.55 20020301 180 500,000.00 712 1,300,000 1,300,000
6577572693 20170101 180 5,733.30 20020201 179 650,871.80 736 990,000 -
0000000000 20170101 180 3,832.88 20020201 179 434,056.12 794 2,000,000 -
6582042641 20120101 120 3,690.31 20020301 119 321,070.11 781 1,050,000 -
6585365171 20161201 180 3,754.48 20020201 178 428,152.51 694 757,000 -
6585532986 20170101 180 3,368.48 20020201 179 394,652.77 764 970,000 -
6586695626 20170101 180 5,163.84 20020201 179 577,153.35 795 2,624,000 -
6587314375 20170101 180 4,410.50 20020201 179 508,626.61 667 1,000,000 -
6588474848 20161201 180 4,103.75 20020201 178 464,344.97 785 750,000 -
6590127145 20170101 180 5,850.98 20020201 179 674,745.58 775 1,400,000 -
6593446021 20170201 180 3,048.88 20020301 180 350,000.00 799 513,000 -
6601935528 20170201 180 5,470.56 20020301 180 628,000.00 796 950,000 -
6602020031 20170101 180 4,513.04 20020201 179 508,355.71 720 820,000 -
6604279155 20170201 180 3,986.10 20020301 180 454,000.00 786 750,000 -
0000000000 20170101 180 3,849.36 20020201 179 433,597.52 757 852,000 -
6608448459 20170101 180 3,444.36 20020201 179 394,097.39 726 855,000 -
6610777093 20170201 180 5,313.76 20020301 180 610,000.00 627 765,000 762,500
6612035425 20170101 180 3,728.77 20020201 179 440,352.59 798 750,000 -
6615613350 20170101 180 2,900.79 20020201 179 331,902.96 742 531,000 -
6615721534 20170201 180 4,319.73 20020301 180 492,000.00 779 807,000 807,000
6633831760 20170201 180 4,459.28 20020301 180 500,000.00 763 625,000 625,000
6636816842 20170101 180 3,808.32 20020201 179 439,182.63 759 775,000 -
0000000000 20170101 180 2,720.16 20020201 179 304,027.24 782 458,000 -
6641392599 20170201 180 5,628.03 20020301 180 636,000.00 704 1,250,000 -
6644007905 20130201 132 3,229.63 20020301 132 304,000.00 782 950,000 -
6646354891 20161201 180 6,203.22 20020201 178 696,467.10 770 2,750,000 -
6648657119 20170101 180 8,849.10 20020201 179 996,775.90 770 2,850,000 2,725,000
6650013177 20170101 180 5,540.25 20020201 179 633,904.75 778 1,260,000 -
6650445213 20170101 180 3,397.84 20020201 179 385,738.72 765 730,000 -
6656298798 20170201 180 3,511.98 20020301 180 400,000.00 758 1,300,000 -
6656667968 20170201 180 3,072.98 20020301 180 350,000.00 782 2,400,000 -
6656929392 20170101 180 5,777.20 20020201 179 655,855.51 716 1,400,000 -
6658266686 20170101 180 3,204.84 20020301 179 352,695.85 737 435,000 -
6658637639 20170201 180 3,204.68 20020301 180 365,000.00 801 850,000 -
6662261046 20170101 180 3,756.66 20020201 179 429,829.28 714 575,000 -
6667576935 20170201 180 3,178.34 20020301 180 362,000.00 692 505,000 -
6668419622 20170101 180 3,837.28 20020201 179 442,521.47 778 1,250,000 -
6672291561 20170201 180 5,136.05 20020301 180 589,600.00 773 740,000 737,000
6674819138 20170101 180 3,672.66 20020201 179 420,219.05 776 820,000 -
6678719623 20170101 180 2,791.90 20020201 179 319,444.14 634 450,000 -
6682440349 20170201 180 5,487.47 20020301 180 625,000.00 696 1,810,000 -
6682548984 20170101 180 4,087.91 20020201 179 471,424.90 786 1,500,000 -
6684071878 20161201 180 3,889.13 20020201 178 446,995.03 791 850,000 -
6687090248 20170201 180 3,099.32 20020301 180 353,000.00 767 650,000 -
6687825866 20170201 180 4,167.93 20020301 180 471,000.00 711 627,000 -
6688131538 20170101 180 3,389.06 20020201 179 384,741.98 770 780,000 -
6688327912 20170201 180 4,360.40 20020301 180 492,750.00 775 657,000 -
0000000000 20170201 180 4,219.29 20020301 180 500,000.00 709 1,350,000 1,350,000
0000000000 20170201 180 5,144.54 20020301 180 600,000.00 766 1,500,000 -
6696300661 20170101 180 4,753.38 20020201 179 548,168.49 744 725,000 -
6697206040 20170201 180 3,048.88 20020301 180 350,000.00 769 880,000 -
6700277061 20170101 180 3,643.68 20020201 179 413,647.47 766 642,000 -
6703409794 20170101 180 4,828.97 20020201 179 548,207.49 745 1,100,000 -
6705236070 20170201 180 3,731.48 20020301 180 425,000.00 784 1,200,000 -
6705635180 20170201 180 2,852.03 20020301 180 330,000.00 736 530,000 -
6708363939 20170101 180 3,539.64 20020201 179 398,710.36 734 1,100,000 -
6708860330 20161201 180 4,756.25 20020201 178 542,392.76 629 1,225,000 -
6711264330 20170201 180 8,493.30 20020301 180 975,000.00 708 1,625,000 -
6711912912 20170101 180 3,734.89 20020201 179 404,760.32 765 850,000 -
6713817671 20170201 180 5,196.19 20020301 180 587,200.00 773 1,200,000 -
6715928724 20170101 180 3,014.04 20020201 179 344,860.13 741 780,000 -
6717894650 20170201 180 3,942.00 20020301 180 442,000.00 692 575,000 -
6723128606 20161201 180 6,782.84 20020201 178 761,543.54 743 1,022,000 -
6726258970 20170101 180 8,594.69 20020201 179 968,118.59 745 1,295,000 1,295,000
6726995282 20170101 180 4,321.26 20020301 179 498,334.99 740 950,000 -
6734711630 20170101 180 3,707.64 20020201 179 427,571.42 685 741,000 -
6740363582 20170101 180 3,041.38 20020201 179 345,271.04 724 510,000 -
6743832021 20170101 180 6,481.88 20020201 179 747,502.50 733 1,150,000 -
6747689807 20170101 180 2,734.96 20020201 179 310,484.78 767 490,000 -
6752017605 20161201 180 3,457.01 20020301 178 397,328.90 800 1,000,000 -
6754934419 20170101 180 4,703.98 20020301 179 538,221.02 685 905,000 -
6759574582 20170101 180 3,736.75 20020201 179 424,212.92 724 608,000 -
6760411956 20170201 180 2,892.08 20020301 180 332,000.00 709 525,000 -
6760786977 20170101 180 3,805.12 20020201 179 428,613.63 770 551,000 -
6761093381 20170101 180 3,950.98 20020201 179 448,533.40 751 1,200,000 -
0000000000 20170101 180 4,124.70 20020201 179 471,940.09 789 705,000 -
6765734667 20170101 180 4,853.02 20020201 179 564,094.90 744 930,000 -
6768443183 20170101 180 3,578.81 20020201 179 406,283.55 685 515,000 -
6771689525 20170101 180 5,797.06 20020201 179 647,926.90 707 1,000,000 -
6776430701 20170101 180 3,240.52 20020201 179 370,774.48 644 1,100,000 -
6784930049 20170101 180 4,218.37 20020201 179 475,163.07 736 1,475,000 -
6785047975 20170101 180 2,683.02 20020201 179 306,985.31 739 422,000 -
6785620912 20170101 180 4,555.72 20020201 179 521,257.09 753 675,000 -
6792167485 20120101 120 5,709.26 20020201 119 497,051.16 732 910,000 -
6795432001 20170101 180 3,119.95 20020301 179 359,797.86 756 670,000 -
6799116931 20170201 180 3,240.94 20020301 180 328,026.54 731 600,000 -
6801566149 20170101 180 4,545.96 20020201 179 524,248.42 803 967,500 -
0000000000 20170201 180 2,722.39 20020301 180 315,000.00 663 450,000 -
6817936096 20170201 180 5,351.13 20020301 180 600,000.00 790 925,000 913,100
6819229367 20170101 180 5,531.37 20020201 179 627,946.76 704 1,225,000 -
6822384910 20170101 180 3,269.99 20020201 179 371,224.18 778 800,000 -
6822986755 20161101 180 5,531.37 20020301 177 623,806.19 664 900,000 900,000
6823388787 20170101 180 2,793.78 20020201 179 317,162.95 782 950,000 -
6827843928 20170101 180 5,706.96 20020201 179 647,881.58 778 1,170,000 1,100,000
6828051851 20170201 180 4,149.93 20020301 180 484,000.00 683 605,000 -
6833269217 20170101 180 3,405.15 20020201 179 392,687.98 754 610,000 -
6833794438 20170101 180 5,358.36 20020201 179 617,935.39 757 1,250,000 -
6834096569 20170201 180 6,591.10 20020301 180 750,700.00 679 1,250,000 -
6836326840 20170101 180 5,479.27 20020301 179 626,927.81 787 790,000 786,595
6838447586 20170201 180 3,240.52 20020301 180 372,000.00 754 560,000 -
6843484012 20170101 180 4,212.17 20020301 179 474,465.33 760 600,000 595,000
6849664112 20170201 180 3,048.88 20020301 180 350,000.00 789 850,000 -
6855847114 20170101 180 6,688.91 20020201 179 747,607.97 721 970,000 945,472
6855876147 20170101 180 5,139.54 20020201 179 588,056.29 768 935,000 -
6858245514 20170101 180 4,424.55 20020201 179 498,387.95 759 625,000 -
6858929281 20170101 180 4,031.97 20020201 179 472,387.41 791 955,000 900,000
6859893783 20170201 180 3,984.20 20020301 180 455,545.96 804 1,350,000 -
6862254221 20170201 180 3,391.97 20020301 180 392,063.66 706 535,000 -
6867827146 20140101 144 3,943.72 20020301 143 399,570.42 783 850,000 -
6868083889 20170101 180 3,362.72 20020201 179 381,751.76 772 635,000 -
6871492325 20170101 180 4,079.44 20020201 179 459,513.69 688 671,000 -
6885076130 20170101 180 2,820.93 20020301 179 327,892.61 784 412,000 -
6888166433 20170101 180 6,159.13 20020201 179 699,213.73 772 1,520,000 -
6897882418 20170101 180 3,614.23 20020201 179 413,533.15 795 525,000 461,000
6900699833 20170101 180 3,150.28 20020301 179 354,852.22 741 445,000 -
6903146162 20170101 180 5,249.84 20020201 179 600,676.58 724 950,000 -
6908654475 20170201 180 3,511.98 20020301 180 400,000.00 719 800,000 -
6909894245 20170201 180 4,316.58 20020301 180 484,000.00 784 1,100,000 -
6910812475 20170101 180 5,706.96 20020201 179 647,881.58 649 1,025,000 -
6916698936 20170101 180 5,926.46 20020201 179 672,800.10 767 1,600,000 -
6917011857 20170201 180 5,226.65 20020301 180 600,000.00 688 1,000,000 -
6918890499 20170201 180 5,530.38 20020301 180 645,000.00 750 1,200,000 -
0000000000 20170101 180 4,666.96 20020201 179 538,201.79 754 2,350,000 -
0000000000 20170101 180 7,009.98 20020201 179 783,493.15 753 5,000,000 -
6926791655 20170101 180 3,948.91 20020201 179 444,811.25 785 625,000 -
6934330884 20170101 180 3,468.24 20020301 179 399,963.67 773 640,000 -
6934843092 20170201 180 4,355.54 20020301 180 500,000.00 670 720,000 -
6937864715 20161201 180 3,665.53 20020201 178 408,370.81 662 750,000 -
6945180195 20170101 180 3,723.99 20020201 179 426,091.64 767 3,700,000 -
6947160328 20170101 180 4,999.74 20020201 179 563,178.39 703 1,000,000 -
6950949708 20170101 180 3,902.57 20020201 179 446,524.10 647 670,000 -
6961557722 20170101 180 5,573.25 20020201 179 647,812.17 718 3,100,000 -
6962717366 20170101 180 5,958.38 20020301 179 681,746.62 780 1,510,000 -
6962866916 20170101 180 6,023.83 20020201 179 694,678.98 703 1,200,000 -
6965439646 20170101 180 4,493.18 20020201 179 514,100.74 749 825,000 -
6970057490 20170101 180 2,601.40 20020201 179 299,997.66 667 415,000 -
6972847021 20170101 180 7,625.36 20020201 179 852,273.08 752 2,000,000 -
6973572305 20161201 180 3,002.74 20020301 178 339,764.61 755 428,000 -
6974272228 20170201 180 2,950.06 20020301 180 336,000.00 741 420,000 -
6978129408 20170101 180 3,629.86 20020201 179 418,601.39 796 950,000 -
0000000000 20161201 180 3,048.88 20020201 178 347,687.66 701 675,000 -
6988177363 20170101 180 3,274.17 20020201 179 368,807.08 789 950,000 -
6988361546 20170201 180 3,329.96 20020301 180 385,300.00 775 507,000 -
6992054962 20170101 180 2,621.42 20020201 179 299,937.61 764 450,000 -
6996809387 20130201 132 4,540.48 20020301 132 430,000.00 718 1,225,000 -
LOAN COUNT: 309.00
SCHEDULED PB (FEBRUARY 1, 2002): 150,220,102.60
UNPAID PB W/A: 486,149.00
INTEREST RATE W/A: 6.57
REMAINING TERM W/A: 178.00
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: The Bank of New York
0 Xxxx Xxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Inventory Control
Re: The Pooling and Servicing Agreement dated February 21, 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 February 21, 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
0 Xxxx Xxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-2, Class ___, having an initial aggregate
Certificate Balance as of February 21, 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 February 21, 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
0 Xxxx Xxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-2, Class ___, having an initial aggregate
Certificate Balance as of February 21, 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 February 21, 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
0 Xxxx Xxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-2, Class ___, having an initial aggregate
Certificate Principal Balance as of February 21, 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
February 21, 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:__________________________________
Date:___________________________________
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR BENEFIT PLAN-RESTRICTED CERTIFICATES
The Bank of New York
0 Xxxx Xxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-2, Class ___, having an initial aggregate
Certificate Principal Balance as of February 21, 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 February 21, 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 2002-2
STATE OF )
) ss:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class 1-A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated
February 21, 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
Certificate either (i) for its own account or (ii) as nominee, trustee or agent
for another Person who is a Permitted Transferee and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
transfer is through an agent (which includes a broker, nominee or middleman) for
a Person that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
subsequent Transferee furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of transfer, such Person
does not have actual knowledge that the affidavit is false.
4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record Holder of an interest in such entity. The Transferee
understands that, other than in the case of an "electing large partnership"
under Section 775 of the Code, such tax will not be imposed for any period with
respect to which the record Holder furnishes to the pass-through entity an
affidavit that such record Holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Certificate including, without limitation, the restrictions on subsequent
Transfers and the provisions regarding voiding the transfer and mandatory sales.
The Transferee expressly agrees to be bound by and to abide by the provisions of
Section 6.02 of the Agreement and the restrictions noted on the face of the
Certificate. The Transferee understands and agrees that any breach of any of the
representations included herein shall render the transfer to the Transferee
contemplated hereby null and void.
6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Certificate, and in connection with any transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
transfer the Certificate or cause the Certificate to be transferred to any
Person that the Transferee knows is not a Permitted Transferee.
7. The Transferee historically has paid its debts as they have become due.
8. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the
Certificate.
9. The Transferee's taxpayer identification number is ___________________.
10. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
11. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax. The Transferee understands
that it may incur tax liabilities with respect to the Certificate in excess of
cash flows generated thereby, and agrees to pay taxes associated with holding
the Certificate as such taxes become due.
12. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.
* * *
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer this _____ day of ________________, ____.
________________________________________
Print Name of Transferee
By:_____________________________________
Name:
Title:
Personally appeared before me the above-named ___________________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the _______________________ of the Transferee, and
acknowledged that he executed the same as his free act and deed and the free act
and deed of the Transferee.
Subscribed and sworn before me this _____ day of ___________________, ____
________________________________________
NOTARY PUBLIC
My Commission expires the ____ day of
______________, ____
EXHIBIT J
CONTENTS OF THE SERVICER MORTGAGE FILE
1. Copies of Mortgage Loans Documents.
2. Residential loan application.
3. Mortgage Loan closing statement.
4. Verification of employment and income, if required.
5. Verification of acceptable evidence of source and amount of downpayment.
6. Credit report on Mortgagor, in a form acceptable to either FNMA or FHLMC.
7. Residential appraisal report.
8. Photograph of the Mortgaged Property.
9. Survey of the Mortgaged Property, unless a survey is not required by the
title insurer.
10. Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy, i.e.,
map or plat, restrictions, easements, home owner association declarations,
etc.
11. Copies of all required disclosure statements.
12. If applicable, termite report, structural engineer's report, water
potability and septic certification.
13. Sales Contract, if applicable.
14. The Primary Insurance Policy or certificate of insurance or an electronic
notation of the existence of such policy, where required pursuant to the
Agreement.
15. Evidence of electronic notation of the hazard insurance policy, and if
required by law, evidence of the flood insurance policy.
EXHIBIT K
FORM OF SPECIAL SERVICING AGREEMENT
This Special Servicing Agreement (the "Agreement") is made and entered
into as of ___________________, between Bank of America, N.A. (the "Servicer")
and ___________________ (the "Loss Mitigation Advisor").
PRELIMINARY STATEMENT
_________________ (the "Purchaser") is the holder of the entire interest
in Bank of America Mortgage Securities, Inc.; Mortgage Pass-Through
Certificates, Series ______, Class ____ (the "Class B Certificates"). The Class
B Certificates were issued pursuant to a Pooling and Servicing Agreement dated
___________________among Bank of America Mortgage Securities, Inc., as depositor
(the "Depositor"), the Servicer, and The Bank of New York, as Trustee.
The Purchaser has requested the Servicer to engage the Loss Mitigation
Advisor, at the Purchaser's expense, to assist the Servicer with respect to
default management and reporting situations for the benefit of the Purchaser.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Servicer hereby engages
the Loss Mitigation Advisor to provide advice in connection with default
management and reporting situations with respect to defaulted loans, including
providing to the Servicer recommendations with respect to foreclosures, the
acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure
and deficiency notes, as well as with respect to the sale of REO properties. The
Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that
its fees will be paid by the Purchaser and not the Servicer, and that it will
not look to the Servicer for financial remuneration. It is the intent of the
parties to this Agreement that the services of the Loss Mitigation Advisor are
provided without fee to the Servicer for the benefit of the Purchaser for the
life of the Class B Certificates.
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Commencement of Foreclosure: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, the posting, publishing, filing or
delivery of a notice of sale.
Delay of Foreclosure: The postponement for more than three Business Days
of the scheduled sale of Mortgaged Property to obtain satisfaction of a Mortgage
Loan.
Loss Mitigation Advisor: ______________.
Purchaser: _______________________, or the holder of record of the Class B
Certificates.
Short Payoff: Liquidation of a Mortgage Loan at less than the full amount
of the outstanding balance of the Mortgage Loan plus advances and costs through
a negotiated settlement with the borrower, which may include a deed-in-lieu of
foreclosure or sale of the property or of the promissory note secured by the
collateral property to a third party, in either case with or without a
contribution toward any resulting deficiency by the borrower.
Section 1.02. Definitions Incorporated by Reference.
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreements.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Servicer shall use reasonable efforts to provide to the Loss Mitigation
Advisor with the following notices and reports. All such notices and reports may
be sent to the Loss Mitigation Advisor by telecopier, electronic mail, express
mail or regular mail.
(i) The Servicer shall within five Business Days after each
Distribution Date either: (A) provide to the Loss Mitigation Advisor a
written or electronic report, using the same methodology and calculations
as in its standard servicing reports, indicating for the trust fund formed
by the Pooling and Servicing Agreement, the number of Mortgage Loans that
are (1) sixty days delinquent, (2) ninety days or more delinquent, (3) in
foreclosure or (4) real estate owned (REO), and indicating for each such
Mortgage Loan the loan number, whether the loan is in bankruptcy or paying
under the terms of a repayment plan, the reason for default, and
outstanding principal balance; or (B) provide the information detailed in
(A) to a data service provider of the Loss Mitigation Advisor's choice in
an electronic format acceptable to that data service provider. Provision
of the information to a service provider other than that specified by the
Loss Mitigation Advisor is acceptable.
(ii) Prior to a Delay of Foreclosure in connection with any Mortgage
Loan, the Servicer shall provide the Loss Mitigation Advisor with a notice
of such proposed and imminent delay, stating the loan number, the
aggregate amount owing under the Mortgage Loan, and the reason and
justification for delaying foreclosure action. All notices and supporting
documentation pursuant to this subsection may be provided via telecopier,
express mail or electronic mail.
(iii) Prior to accepting any Short Payoff in connection with any
Mortgage Loan, the Servicer shall provide the Loss Mitigation Advisor with
a notice of such proposed and imminent Short Payoff, stating the loan
number, the aggregate amount owing under the Mortgage Loan, and the
justification for accepting the proposed Short Payoff. Such notice may be
sent by telecopier, express mail, electronic mail or regular mail.
(iv) Within five (5) business days of each Distribution Date, the
Servicer shall provide the Loss Mitigation Advisor with a report listing
each loan that has resulted in a realized loss that has been reported to
the trustee. Such report shall specify the loan number, the outstanding
principal balance of the loan upon its liquidation, the realized loss, and
the following components of realized loss: foreclosure costs, advances,
mortgage insurance proceeds, marketing and property rehabilitation costs,
and other costs. Such report may be provided by telecopier, express mail,
regular mail or electronic mail. The Loss Mitigation Advisor shall have at
least ten (10) business days in which to respond with reasonable questions
or requests for additional information regarding the amounts reported as
realized losses, and the Servicer shall within five (5) business days of
receipt of the Loss Mitigation Advisor's questions or additional
information requests provide responses to such questions and requests.
(v) Within five (5) business days of receipt by the Servicer of an
offer to acquire an REO property at an amount that is more than 15% below
the most recent market valuation of that property obtained by the Servicer
(or if no such valuation has been obtained, the appraisal used in
connection with the originating of the related Mortgage Loan), the
Servicer shall notify the Loss Mitigation Advisor of such offer and shall
provide a justification for accepting such offer, if that is the
Servicer's recommendation.
(vi) Within five (5) business days of receipt by the Servicer that a
claim filed for mortgage insurance, or any part thereof, has been rejected
by the mortgage insurance provider, the Servicer shall provide a copy of
the rejected claim with explanations for the item or items rejected to the
Loss Mitigation Advisor.
(vii) Within five (5) business days of providing the trustee with
any notice regarding a mortgage loan substitution, loan modification, or
loan repurchase, the Servicer shall provide the Loss Mitigation Advisor
with a copy of the notice.
(b) If requested by the Loss Mitigation Advisor, the Servicer shall make
its servicing personnel available during its normal business hours to respond to
reasonable inquiries, in writing by facsimile transmission, express mail or
electronic mail, by the Loss Mitigation Advisor in connection with any Mortgage
Loan identified in a report under subsection 2.01 (a)(i), (a)(ii), (a)(iii) or
(a)(iv) which has been given to the Loss Mitigation Advisor; provided that the
Servicer shall only be required to provide information that is readily
accessible to their servicing personnel.
(c) In addition to the foregoing, the Servicer shall provide to the Loss
Mitigation Advisor such information as the Loss Mitigation Advisor may
reasonably request concerning each Mortgage Loan that is at least sixty days
delinquent and each Mortgage Loan which has become real estate owned, provided
that the Servicer shall only be required to provide information that is readily
accessible to its servicing personnel.
(d) With respect to all Mortgage Loans which are serviced at any time by
the Servicer through a subservicer, the Servicer shall be entitled to rely for
all purposes hereunder, including for purposes of fulfilling its reporting
obligations under this Section 2.01, on the accuracy and completeness of any
information provided to it by the applicable subservicer.
Section 2.02. Loss Mitigation Advisor's Recommendations With Respect to
Defaulted Loans.
(a) All parties to this Agreement acknowledge that the Loss Mitigation
Advisor's advice is made in the form of recommendations, and that the Loss
Mitigation Advisor does not have the right to direct the Servicer in performing
its duties under the Pooling and Servicing Agreement. The Servicer may, after
review and analysis of the Loss Mitigation Advisor's recommendation, accept or
reject it, in the Servicer's sole discretion, subject to the standards of the
Servicer to protect the interest of the Certificateholders set forth in the
Pooling and Servicing Agreement.
(b) Within two (2) business days of receipt of a notice of a foreclosure
delay, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the delay, provided, however, that if additional
information is required on which to base a recommendation, the Loss Mitigation
Advisor shall notify the Servicer of the additional information needed within
the allotted time, and the Servicer shall promptly provide such information and
the Loss Mitigation Advisor shall then submit to the Servicer its
recommendation. The Loss Mitigation Advisor may recommend that additional
procedures be undertaken to further analyze the property, the borrower, or
issues related to the default or foreclosure. Such additional procedures may
include asset searches, property valuations, legal analysis or other procedures
that are warranted by the circumstances of the property, borrower or
foreclosure. The Loss Mitigation Advisor may recommend such other actions as are
warranted by the circumstances of the property, borrower or foreclosure.
(c) Within two (2) business days of receipt of a notice of a proposed
Short Payoff, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the proposed Short Payoff, provided, however, that if
additional information is required on which to base a recommendation, the Loss
Mitigation Advisor shall notify the Servicer of the additional information
needed within two business days, and the Servicer shall promptly provide such
information and the Loss Mitigation Advisor shall then submit to the Servicer
its recommendation. The Loss Mitigation Advisor's recommendation may take the
form of concurring with the proposed Short Payoff, recommending against such
Short Payoff, with a justification provided, or proposing a counteroffer.
(d) Within two (2) business days of receipt of a notice of an REO sale at
an amount that is more than 15% below the recent market valuation of that
property, the Loss Mitigation Advisor shall provide the Servicer with its
recommendation. The Loss Mitigation Advisor's recommendation may take the form
of concurring with the proposed below-market sale, recommending against such
below-market sale, or proposing a counteroffer.
Section 2.03. Termination.
(a) With respect to all Mortgage Loans included in a trust fund, the
Servicer's obligations under Section 2.01 and Section 2.02 shall terminate at
such time as the Certificate Principal Balances of the related Class B
Certificates have been reduced to zero.
(b) The Loss Mitigation Advisor's responsibilities under this Agreement
shall terminate upon the termination of the fee agreement between the Purchaser
or its successor and the Loss Mitigation Advisor. The Loss Mitigation Advisor
shall promptly notify the Servicer of the date of termination of such fee
agreement, but in no event later than 5:00 P.M., EST, on the effective date
thereof.
(c) Neither the Servicer nor any of its directors, officers, employees or
agents shall be under any liability for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Servicer or any such Person against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Servicer and the Loss Mitigation Advisor and any director,
officer, employee or agent thereof may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. Neither the Loss Mitigation Advisor, its directors,
officers, employees or agents shall be under any liability for any actions taken
by the Servicer based upon the recommendation pursuant to this Agreement,
provided they are made in good faith.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Amendment.
This Agreement may be amended from time to time by the Servicer and the
Loss Mitigation Advisor by written agreement signed by the Servicer and the Loss
Mitigation Advisor.
Section 3.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 3.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 3.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopier and shall be deemed effective upon receipt to:
(a) in the case of the Servicer,
Bank of America, N.A.
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
