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BANK OF AMERICA MORTGAGE SECURITIES, INC.,
as Depositor,
BANK OF AMERICA, N.A.,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated March 26, 2002
----------
Mortgage Pass-Through Certificates
Series 2002-3
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TABLE OF CONTENTS
PRELIMINARY STATEMENT......................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms................................................
Section 1.02 Interest Calculations........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.................................
Section 2.02 Acceptance by the Trustee of the Mortgage Loans..............
Section 2.03 Representations, Warranties and Covenants of the Servicer....
Section 2.04 Representations and Warranties of the Depositor as to the
Mortgage Loans..............................................
Section 2.05 Designation of Interests in the REMICs.......................
Section 2.06 Designation of Start-up Day..................................
Section 2.07 REMIC Certificate Maturity Date..............................
Section 2.08 Execution and Delivery of Certificates.......................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans...........................
Section 3.02 Subservicing; Enforcement of the Obligations of Servicer.....
Section 3.03 Fidelity Bond; Errors and Omissions Insurance................
Section 3.04 Access to Certain Documentation..............................
Section 3.05 Maintenance of Primary Insurance Policy; Claims..............
Section 3.06 Rights of the Depositor and the Trustee in Respect of the
Servicer....................................................
Section 3.07 Trustee to Act as Servicer...................................
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial
Account; Certificate Accounts and Upper-Tier Certificate
Account.....................................................
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.............................................
Section 3.10 Access to Certain Documentation and Information Regarding
the Mortgage Loans..........................................
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Account; Certificate Accounts and Upper-Tier Certificate
Account.....................................................
Section 3.12 Maintenance of Hazard Insurance..............................
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements....
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property......
Section 3.15 Trustee to Cooperate; Release of Mortgage Files..............
Section 3.16 Documents, Records and Funds in Possession of the
Servicer to be Held for the Trustee.........................
Section 3.17 Servicing Compensation.......................................
Section 3.18 Annual Statement as to Compliance............................
Section 3.19 Annual Independent Public Accountants' Servicing
Statement; Financial Statements.............................
Section 3.20 Advances.....................................................
Section 3.21 Modifications, Waivers, Amendments and Consents..............
Section 3.22 Reports to the Securities and Exchange Commission............
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate.......................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions................................................
Section 5.02 Priorities of Distributions..................................
Section 5.03 Allocation of Losses.........................................
Section 5.04 Statements to Certificateholders.............................
Section 5.05 Tax Returns and Reports to Certificateholders................
Section 5.06 Tax Matters Person...........................................
Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee...
Section 5.08 REMIC Related Covenants......................................
Section 5.09 Determination of LIBOR.......................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates.............................................
Section 6.02 Registration of Transfer and Exchange of Certificates........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 6.04 Persons Deemed Owners........................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Servicer......
Section 7.02 Merger or Consolidation of the Depositor or the Servicer......
Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others..................................................
Section 7.04 Depositor and Servicer Not to Resign.........................
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default............................................
Section 8.02 Remedies of Trustee..........................................
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.....................................
Section 8.04 Action upon Certain Failures of the Servicer and upon
Event of Default............................................
Section 8.05 Trustee to Act; Appointment of Successor.....................
Section 8.06 Notification to Certificateholders...........................
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee............................................
Section 9.02 Certain Matters Affecting the Trustee........................
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans........
Section 9.04 Trustee May Own Certificates.................................
Section 9.05 Eligibility Requirements for Trustee.........................
Section 9.06 Resignation and Removal of Trustee...........................
Section 9.07 Successor Trustee............................................
Section 9.08 Merger or Consolidation of Trustee...........................
Section 9.09 Appointment of Co-Trustee or Separate Trustee................
Section 9.10 Authenticating Agents........................................
Section 9.11 Trustee's Fees and Expenses..................................
Section 9.12 Appointment of Custodian.....................................
Section 9.13 Paying Agents................................................
Section 9.14 Limitation of Liability......................................
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates................................................
Section 9.16 Suits for Enforcement........................................
Section 9.17 Waiver of Bond Requirement...................................
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or Liquidation
of All Mortgage Loans.......................................
Section 10.02 Additional Termination Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement.....................................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Certificates Nonassessable and Fully Paid....................
Section 11.08 Access to List of Certificateholders.........................
Section 11.09 Recharacterization...........................................
EXHIBITS
Exhibit A-1-A-1 - Form of Face of Class 1-A-1 Certificate
Exhibit A-1-A-2 - Form of Face of Class 1-A-2 Certificate
Exhibit A-1-A-3 - Form of Face of Class 1-A-3 Certificate
Exhibit A-1-A-4 - Form of Face of Class 1-A-4 Certificate
Exhibit A-1-A-5 - Form of Face of Class 1-A-5 Certificate
Exhibit A-1-A-6 - Form of Face of Class 1-A-6 Certificate
Exhibit A-1-A-7 - Form of Face of Class 1-A-7 Certificate
Exhibit A-1-A-8 - Form of Face of Class 1-A-8 Certificate
Exhibit A-1-A-9 - Form of Face of Class 1-A-9 Certificate
Exhibit A-1-A-10 - Form of Face of Class 1-A-10 Certificate
Exhibit A-1-A-11 - Form of Face of Class 1-A-11 Certificate
Exhibit A-1-A-R - Form of Face of Class 1-A-R Certificate
Exhibit A-1-A-LR - Form of Face of Class 1-A-LR Certificate
Exhibit A-2-A-1 - Form of Face of Class 2-A-1 Certificate
Exhibit A-3-A-1 - Form of Face of Class 3-A-1 Certificate
Exhibit A-A-PO - Form of Face of Class A-PO Certificate
Exhibit B-1-B-1 - Form of Face of Class 1-B-1 Certificate
Exhibit B-1-B-2 - Form of Face of Class 1-B-2 Certificate
Exhibit B-1-B-3 - Form of Face of Class 1-B-3 Certificate
Exhibit B-1-B-4 - Form of Face of Class 1-B-4 Certificate
Exhibit B-1-B-5 - Form of Face of Class 1-B-5 Certificate
Exhibit B-1-B-6 - Form of Face of Class 1-B-6 Certificate
Exhibit B-2-B-1 - Form of Face of Class 2-B-1 Certificate
Exhibit B-2-B-2 - Form of Face of Class 2-B-2 Certificate
Exhibit B-2-B-3 - Form of Face of Class 2-B-3 Certificate
Exhibit B-2-B-4 - Form of Face of Class 2-B-4 Certificate
Exhibit B-2-B-5 - Form of Face of Class 2-B-5 Certificate
Exhibit B-2-B-6 - Form of Face of Class 2-B-6 Certificate
Exhibit B-3-B-1 - Form of Face of Class 3-B-1 Certificate
Exhibit B-3-B-2 - Form of Face of Class 3-B-2 Certificate
Exhibit B-3-B-3 - Form of Face of Class 3-B-3 Certificate
Exhibit B-3-B-4 - Form of Face of Class 3-B-4 Certificate
Exhibit B-3-B-5 - Form of Face of Class 3-B-5 Certificate
Exhibit B-3-B-6 - Form of Face of Class 3-B-6 Certificate
Exhibit C Form of Reverse of all Certificates.....................
Exhibit D-1 Mortgage Loan Schedule (Loan Group 1)...................
Exhibit D-2 Mortgage Loan Schedule (Loan Group 2)...................
Exhibit D-3 Mortgage Loan Schedule (Loan Group 3)...................
Exhibit E Request for Release of Documents........................
Exhibit F Form of Certification of Establishment of Account.......
Exhibit G-1 Form of Transferor's Certificate........................
Exhibit G-2A Form 1 of Transferee's Certificate......................
Exhibit G-2B Form 2 of Transferee's Certificate......................
Exhibit H Form of Transferee Representation Letter
for ERISA Restricted Certificates.......................
Exhibit I Form of Affidavit Regarding Transfer of Residual
Certificates............................................
Exhibit J Contents of Servicing File..............................
Exhibit K Form of Special Servicing Agreement.....................
Exhibit L List of Recordation States..............................
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated March 26, 2002, is
hereby executed by and among BANK OF AMERICA MORTGAGE SECURITIES, INC., as
depositor (together with its permitted successors and assigns, the "Depositor"),
BANK OF AMERICA, N.A., as servicer (together with its permitted successors and
assigns, the "Servicer"), and THE BANK OF NEW YORK, as trustee (together with
its permitted successors and assigns, the "Trustee").
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the
Trust Estate to the Trustee to create the Trust. The Trust Estate for federal
income tax purposes will be treated as two separate real estate mortgage
investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC,"
respectively, and each, a "REMIC"). The Class A Certificates (other than the
Class 1-A-R, Class 1-A-LR and Class A-PO Certificates) and the Class B
Certificates are referred to collectively as the "Regular Certificates" and
shall constitute "regular interests" in the Upper-Tier REMIC. The Class 1-A-PO
Component, Class 2-A-PO Component and Class 3-A-PO Component (collectively, the
"Components") shall also constitute "regular interests" in the Upper-Tier REMIC.
The Uncertificated Lower-Tier Interests shall constitute the "regular interests"
in the Lower-Tier REMIC. The Class 1-A-R Certificate shall be the "residual
interest" in the Upper-Tier REMIC and the Class 1-A-LR Certificate shall be the
"residual interest" in the Lower-Tier REMIC. The Certificates will represent the
entire beneficial ownership interest in the Trust. The "latest possible maturity
date" for federal income tax purposes of all interests created hereby will be
the REMIC Certificate Maturity Date.
The following table sets forth characteristics of the Certificates
and the Components, together with the minimum denominations and integral
multiples in excess thereof in which the Classes of Certificates shall be
issuable (except that one Certificate of each Class of Certificates may be
issued in any amount in excess of the minimum denomination):
Initial Class Integral
Certificate Balance Pass- Multiples
or Notional Through Minimum in Excess
Classes Amount Rate Denomination of Minimum
- ------------ ------------------- ------- ------------ ----------
Class 1-A-1 $15,483,666.00 (1) $1,000 $1
Class 1-A-2 $3,653,000.00 6.500% $1,000 $1
Class 1-A-3 $3,103,000.00 6.500% $1,000 $1
Class 1-A-4 $3,210,000.00 6.500% $1,000 $1
Class 1-A-5 $2,868,000.00 6.500% $1,000 $1
Class 1-A-6 $123,869,334.00 6.250% $1,000 $1
Class 1-A-7 $15,483,666.00 (2) $1,000 $1
Class 1-A-8 $50,000,000.00 6.500% $1,000 $1
Class 1-A-9 $13,260,000.00 6.500% $1,000 $1
Class 1-A-10 $24,800,000.00 6.500% $1,000 $1
Class 1-A-11 $155,000.00 6.500% $1,000 $1
Class 1-A-R $50.00 6.500% $50 N/A
Class 1-A-LR $50.00 6.500% $50 N/A
Class 2-A-1 $147,189,000.00 6.500% $1,000 $1
Class 3-A-1 $108,627,000.00 6.000% $1,000 $1
Class 1-B-1 $3,103,000.00 6.500% $25,000 $1
Class 1-B-2 $1,490,000.00 6.500% $25,000 $1
Class 1-B-3 $869,000.00 6.500% $25,000 $1
Class 1-B-4 $496,000.00 6.500% $25,000 $1
Class 1-B-5 $373,000.00 6.500% $25,000 $1
Class 1-B-6 $496,675.00 6.500% $25,000 $1
Class 2-B-1 $1,443,000.00 6.500% $25,000 $1
Class 2-B-2 $1,214,000.00 6.500% $25,000 $1
Class 2-B-3 $684,000.00 6.500% $25,000 $1
Class 2-B-4 $303,000.00 6.500% $25,000 $1
Class 2-B-5 $228,000.00 6.500% $25,000 $1
Class 2-B-6 $304,441.00 6.500% $25,000 $1
Class 3-B-1 $771,000.00 6.000% $25,000 $1
Class 3-B-2 $275,000.00 6.000% $25,000 $1
Class 3-B-3 $166,000.00 6.000% $25,000 $1
Class 3-B-4 $110,000.00 6.000% $25,000 $1
Class 3-B-5 $110,000.00 6.000% $25,000 $1
Class 3-B-6 $110,613.00 6.000% $25,000 $1
Class A-PO (3) (3) $25,000 $1
Integral
Pass- Multiples
Initial Component Through Minimum In Excess
Components Balance Rate Denomination Of Minimum
- ------------ ------------------- ------- ------------ ----------
Class 1-A-PO $1,043,938.935 (4) N/A N/A
Class 2-A-PO $486,873.25 (4) N/A N/A
Class 3-A-PO $14,838.54 (4) N/A N/A
(1) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-1 Certificates at a rate of 2.380% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 1-A-1 Certificates
at a per annum rate equal to (i) 0.500% plus (ii) LIBOR, subject to a minimum
rate of 0.500% and a maximum rate of 8.500%.
(2) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-7 Certificates at a rate of 6.120% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 1-A-7 Certificates
at a per annum rate equal to (i) 8.000% minus (ii) LIBOR, subject to a minimum
rate of 0.000% and a maximum rate of 8.000%.
(3) 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.
(4) 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 or Notional Amount.
Adjusted Pool Amount: With respect to any Distribution Date and Loan
Group, the Cut-Off Date Pool Principal Balance of the Mortgage Loans in such
Loan Group minus the sum of (i) all amounts in respect of principal received in
respect of the Mortgage Loans in such Loan Group (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to
Holders of the Certificates of the Related Group on such Distribution Date and
all prior Distribution Dates and (ii) the principal portion of all Realized
Losses (other than Debt Service Reductions) incurred on the Mortgage Loans in
such Loan Group from the Cut-Off Date through the end of the month preceding
such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date and Loan Group, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans of such Loan Group: the product of (i) the PO
Percentage for each such Mortgage Loan and (ii) the remainder of (A) the Cut-Off
Date Principal Balance of such Mortgage Loan minus (B) the sum of (x) all
amounts in respect of principal received in respect of such Mortgage Loan
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to Holders of the Certificates of the
Related Group on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date and
Loan Group, the total of the amounts held in the Servicer Custodial Account at
the close of business on the preceding Determination Date on account of (i)
Principal Prepayments and Liquidation Proceeds received or made on the Mortgage
Loans in such Loan Group in the month of such Distribution Date and (ii)
payments which represent receipt of Monthly Payments on the Mortgage Loans in
such Loan Group in respect of a Due Date or Due Dates subsequent to the related
Due Date.
Appraised Value: With respect to any Mortgaged Property, either (i)
the lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan and (b) the sales price for such
property, except that, in the case of Mortgage Loans the proceeds of which were
used to refinance an existing mortgage loan, the Appraised Value of the related
Mortgaged Property is the appraised value thereof determined in an appraisal
obtained at the time of refinancing, or (ii) the appraised value determined in
an appraisal made at the request of a Mortgagor subsequent to origination in
order to eliminate the Mortgagor's obligation to keep a Primary Insurance Policy
in force.
Assignment of Mortgage: An individual assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to give record notice of the sale of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
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 2002-3 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 2002-3." Funds in
the related Certificate Account shall be held in trust for the Holders of the
Certificates of such Group for the uses and purposes set forth in this
Agreement.
Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the product of the Percentage
Interest of such Certificate and the Class Certificate Balance of the Class of
Certificates of which such Certificate is a part.
Certificate Custodian: Initially, The Bank of New York; thereafter
any other Certificate Custodian acceptable to the Depository and selected by the
Trustee.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to Section
6.02.
Certificate Registrar: The registrar appointed pursuant to Section
6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, the Servicer or any affiliate thereof shall be deemed not
to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the Trustee
shall not be responsible for knowing that any Certificate is registered in the
name of such an affiliate unless one of its Responsible Officers has actual
knowledge.
Class: As to the Certificates, the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-R, Class 1-A-LR, Class 2-A-1, Class
3-A-1, 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 1-A-7 Notional Amount: As to any Distribution Date and the
Class 1-A-7 Certificates, the Class Certificate Balance of the Class 1-A-1
Certificates.
Class 1-A-9 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for Group 1, the amount, if any, by
which the Class Certificate Balance of the Class 1-A-9 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 1-A-11 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit Support Depletion Date for Group 1,
the lesser of (a) the Class Certificate Balance of the Class 1-A-11 Certificates
with respect to such Distribution Date prior to any reduction for the Class
1-A-11 Loss Allocation Amount and (b) the Class 1-A-9 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-9,
Class 1-A-10, Class 1-A-11, Class 1-A-R, Class 1-A-LR, Class 2-A-1, Class 3-A-1
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 and Class 1-A-7 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 1-A-11 Certificates, any reduction
allocated thereto pursuant to Section 5.03(e). The Class 1-A-7 Certificates are
Interest-Only Certificates and have no Class Certificate Balance. The Class
Certificate Balance of the Class A-PO Certificates as of any date of
determination shall equal the sum of the Component Balances of the Class A-PO
Components.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, 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: March 26, 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 5 Penn
Plaza, 16th Floor, New York, New York 10001, Attention: Corporate Trust - MBS
(Fax: (212) 328-7620).
Corresponding Upper-Tier Class, Classes Component or Components: As
to the following Uncertificated Lower-Tier Interests, the Corresponding
Upper-Tier Class, Classes Component or Components, as follows:
Corresponding Upper-Tier Class,
Uncertificated Lower-Tier Interest Classes or Component or Components
- ---------------------------------- ----------------------------------
Class 1-A-L1 Interest Class 1-A-1 Certificates, Class 1-A-6 and
Class 1-A-7 Certificates
Class 1-A-L2 Interest Class 1-A-2 Certificates, Class 1-A-3
Certificates, Class 1-A-4 Certificates,
Class 1-A-5 Certificates, Class 1-A-8
Certificates, Class 1-A-9 Certificates,
Class 1-A-10 Certificates and Class
1-A-11 Certificates
Class A-LUR Interest Class 1-A-R Certificate
Class 1-A-LPO Interest Class 1-A-PO Component
Class 2-A-L1 Interest Class 2-A-1 Certificates
Class 2-A-LPO Interest Class 2-A-PO Component
Class 3-A-L1 Interest Class 3-A-1 Certificates
Class 3-A-LPO Interest Class 3-A-PO Component
Class 1-B-L1 Interest Class 1-B-1 Certificates
Class 1-B-L2 Interest Class 1-B-2 Certificates
Class 1-B-L3 Interest Class 1-B-3 Certificates
Class 1-B-L4 Interest Class 1-B-4 Certificates
Class 1-B-L5 Interest Class 1-B-5 Certificates
Class 1-B-L6 Interest Class 1-B-6 Certificates
Class 2-B-L1 Interest Class 2-B-1 Certificates
Class 2-B-L2 Interest Class 2-B-2 Certificates
Class 2-B-L3 Interest Class 2-B-3 Certificates
Class 2-B-L4 Interest Class 2-B-4 Certificates
Class 2-B-L5 Interest Class 2-B-5 Certificates
Class 2-B-L6 Interest Class 2-B-6 Certificates
Class 3-B-L1 Interest Class 3-B-1 Certificates
Class 3-B-L2 Interest Class 3-B-2 Certificates
Class 3-B-L3 Interest Class 3-B-3 Certificates
Class 3-B-L4 Interest Class 3-B-4 Certificates
Class 3-B-L5 Interest Class 3-B-5 Certificates
Class 3-B-L6 Interest Class 3-B-6 Certificates
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 9.12. The Custodian
may (but need not) be the Trustee or any Person directly or indirectly
controlling or controlled by or under common control of either of them. Neither
the Servicer nor the Depositor, nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Customary Servicing Procedures: With respect to the Servicer,
procedures (including collection procedures) that the Servicer customarily
employs and exercises in servicing and administering mortgage loans for its own
account and which are in accordance with accepted mortgage servicing practices
of prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located.
Cut-Off Date: March 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 $248,273,714.22 for Loan Group 1, $151,852,314.73 for Loan
Group 2 and $110,184,451.58 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 April
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: Fannie Mae, or any successor thereto.
Fractional Interest: As defined in Section 5.02(d).
Group: Any 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, Class 1-A-9, Class
1-A-10, Class 1-A-11, Class 1-A-R and Class 1-A-LR Certificates.
Group 2-A Certificates: Class 2-A-1 Certificates.
Group 3-A Certificates: Class 3-A-1 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
(other than the Class 1-A-7 Certificates), the Class Certificate Balance set
forth in the Preliminary Statement. The Class 1-A-7 Certificates are
Interest-Only Certificates and have no Initial Class Certificate Balance.
Initial Component Balance: As to each Component, the Component
Balance set forth in the Preliminary Statement.
Initial Notional Amount: As to each Class of Interest-Only
Certificates, the Notional Amount 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 1-A-1, Class 1-A-7 and Class A-PO
Certificates), the period from and including the first day of the calendar month
preceding the calendar month of such Distribution Date to but not including the
first day of the calendar month of such Distribution Date. As to any
Distribution Date and the Class 1-A-1 and Class 1-A-7 Certificates, the period
from and including the 25th day of the calendar month preceding the calendar
month in which such Distribution Date occurs and ending on the 24th day of the
calendar month in which such Distribution Date occurs.
Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class, the sum of (i) the Accrued Certificate Interest, subject
to reduction pursuant to Section 5.02(c) and (ii) any Class Unpaid Interest
Shortfall for such Class.
Interest-Only Certificates: Any Class of Certificates entitled to
distributions of interest, but no distributions of principal. The Class 1-A-7
Certificates are the only Class of Interest-Only Certificates.
Interest Settlement Rate: As defined in Section 5.09.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one-month U.S. Dollar deposits, as
determined by the Trustee in accordance with Section 5.09.
LIBOR Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England, the City of New
York and the State where the Corporate Trust Office is located.
LIBOR Certificates: Any of the Class 1-A-1 and Class 1-A-7
Certificates.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
Servicer has certified (in accordance with this Agreement) that it has received
all proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2 or Loan Group 3.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date
of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 5.02(a).
Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Mortgage Loans, such amounts as shall from time
to time be held in the Certificate Accounts, the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.
Moody's: Moody's Investors Service, Inc., or any successor thereto.
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 March 26, 2002, between the Bank of America, N.A., as seller,
and the Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Servicer to reflect the addition of Substitute Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the provisions of
this Agreement) transferred to the Trustee as part of the Trust Estate and from
time to time subject to this Agreement, attached hereto as Exhibit D-1, Exhibit
D-2 and Exhibit D-3, setting forth the following information with respect to
each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a code
indicating whether the Mortgaged Property is owner-occupied; (iii) the property
type for each Mortgaged Property; (iv) the original months to maturity or the
remaining months to maturity from the Cut-Off Date; (v) the Loan-to-Value Ratio
at origination; (vi) the Mortgage Interest Rate; (vii) the date on which the
first Monthly Payment was due on the Mortgage Loan, and, if such date is not the
Due Date currently in effect, such Due Date; (viii) the stated maturity date;
(ix) the amount of the Monthly Payment as of the Cut-Off Date; (x) the
paid-through date; (xi) the original principal amount of the Mortgage Loan;
(xii) the principal balance of the Mortgage Loan as of the close of business on
the Cut-Off Date, after application of payments of principal due on or before
the Cut-Off Date, whether or not collected, and after deduction of any payments
collected of scheduled principal due after the Cut-Off Date; (xiii) a code
indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style; and (xv) the Appraised Value. With respect to the Mortgage
Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the Cut-Off Date: (i) the number of Mortgage Loans; (ii) the
current aggregate outstanding principal balance of the Mortgage Loans; (iii) the
weighted average Mortgage Rate of the Mortgage Loans; and (iv) the weighted
average months to maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 as from time to time are held as a part
of the Trust Estate (including any Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of
the month preceding the month of the related Distribution Date reduced by the
Servicing Fee Rate and the Trustee Fee Rate.
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net Mortgage Interest
Rate of such Discount Mortgage Loan and the denominator of which is 6.500% 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.
Notional Amount: With respect to the Class 1-A-7 Certificates and
any date of determination, the Class 1-A-7 Notional Amount.
Offered Certificates: The Class A, Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 3-B-1, Class 3-B-2 and Class
3-B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or the
Servicer, as the case may be, and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, who may be counsel for the Depositor or the Servicer, except that any
opinion of counsel relating to the qualification of the Trust Estate as two
separate REMICs or compliance with the REMIC Provisions must be an opinion of
Independent counsel.
Original Fractional Interest: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:
Class 1-B-1 1.51%
Class 1-B-2 0.90%
Class 1-B-3 0.55%
Class 1-B-4 0.35%
Class 1-B-5 0.20%
Class 1-B-6 0.00%
Class 2-B-1 1.81%
Class 2-B-2 1.00%
Class 2-B-3 0.55%
Class 2-B-4 0.35%
Class 2-B-5 0.20%
Class 2-B-6 0.00%
Class 3-B-1 0.70%
Class 3-B-2 0.45%
Class 3-B-3 0.30%
Class 3-B-4 0.20%
Class 3-B-5 0.10%
Class 3-B-6 0.00%
Original Subordinate Certificate Balance: $6,827,675.00 for Group 1,
$4,176,441.00 for Group 2 and $1,542,613.00 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 (or the initial
notional amount for a Class 1-A-7 Certificate) by the Initial Class Certificate
Balance or Initial Notional Amount, as applicable, 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 "P-1" by Moody's 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 "P-1" by Moody's 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 "P-1" by Moody's
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 "Aaa" by Moody's and "AAA" by Fitch or
otherwise approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
Servicer, will not affect the qualification of the Trust Estate as two
separate REMICs;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States,
or any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) (except certain farmers' cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code
Section 1381(a)(2)(C) and (v) any other Person so designated by the Servicer
based on an Opinion of Counsel to the effect that any transfer to such Person
may cause the Trust or any other Holder of a Residual Certificate to incur tax
liability that would not be imposed other than on account of such transfer. The
terms "United States," "State" and "international organization" shall have the
meanings set forth in Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Physical Certificates: The Class 1-A-R, Class 1-A-LR, Class 1-B-4,
Class 1-B-5, Class 1-B-6, Class 2-B-4, Class 2-B-5, Class 2-B-6, Class 3-B-4,
Class 3-B-5 and Class 3-B-6 Certificates.
Plan: As defined in Section 6.02(e).
PO Percentage: As to any Discount Mortgage Loan, 100% minus the
Non-PO Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO Principal Amount: As to any Distribution Date and Loan Group, the
sum of the applicable PO Percentage of (a) the principal portion of each Monthly
Payment 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-10 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-10 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 and Class 3-B-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates of a Group that is not a Restricted Class, the portion
of the Subordinate Principal Distribution Amount for such Group allocable to
such Class, equal to the product of the Subordinate Principal Distribution
Amount for such Group for such Distribution Date and a fraction, the numerator
of which is the related Class Certificate Balance thereof and the denominator of
which is the aggregate Class Certificate Balance of the Subordinate Certificates
of such Group that are not Restricted Classes. The Pro Rata Share of a
Restricted Class shall be 0%.
Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of FNMA or FHLMC.
Rate Determination Date: As to any Distribution Date and any Class
of LIBOR Certificates, the second LIBOR Business Day prior to the beginning of
the applicable Interest Accrual Period for such Class and such Distribution
Date.
Rating Agency: Each of Fitch and Moody's. If either such
organization or a successor is no longer in existence, "Rating Agency" shall be
such nationally recognized statistical rating organization, or other comparable
Person, as is designated by the Depositor, notice of which designation shall be
given to the Trustee. References herein to a given rating or rating category of
a Rating Agency shall mean such rating category without giving effect to any
modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Record Date: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month of the related
Distribution Date.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Related Group: For Loan Group 1, Group 1, for Loan Group 2, Group 2
and Loan Group 3, Group 3.
Related Loan Group: For Group 1, Loan Group 1, for Group 2, Loan
Group 2 and for Group 3, Loan Group 3.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act, the amount, if any, by which (i) interest
collectible on such Mortgage Loan for the most recently ended calendar month is
less than (ii) interest accrued pursuant to the terms of the Mortgage Note on
the same principal amount and for the same period as the interest collectible on
such Mortgage Loan for the most recently ended calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity date"
of the Regular Certificates as that term is defined in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as the foregoing may be in effect from
time to time, as well as provisions of applicable state laws.
Remittance Date: As to any Distribution Date, by 2:00 p.m. Eastern
time on the Business Day immediately preceding such Distribution Date.
REO Disposition Period: As defined in Section 3.14.
REO Proceeds: Proceeds, net of any related expenses of the Servicer,
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which are received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Repurchase Price: As to any Defective Mortgage Loan repurchased on
any date pursuant to Sections 2.02 or 2.04, an amount equal to the sum of (i)
the unpaid principal balance thereof and (ii) the unpaid accrued interest
thereon at the applicable Mortgage Interest Rate from the Due Date to which
interest was last paid by the Mortgagor to the first day of the month following
the month in which such Mortgage Loan became eligible to be repurchased.
Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian on behalf of the Trustee, substantially
in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.
Reserve Interest Rate: As defined in Section 5.09.
Residual Certificates: The Class 1-A-R or Class 1-A-LR Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
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
--------------------------- --------------------
April 2007 through March 2008 30%
April 2008 through March 2009 35%
April 2009 through March 2010 40%
April 2010 through March 2011 45%
April 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
------------------------------ ----------------
April 2002 through March 2007 0%
April 2007 through March 2008 30%
April 2008 through March 2009 40%
April 2009 through March 2010 60%
April 2010 through March 2011 80%
April 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.
Telerate page 3750: As defined in Section 5.09.
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.
Uncertificated Lower-Tier Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of
the Class 1-A-L1, Class 1-A-L2, Class 1-A-LPO, Class 1-A-LUR, Class 2-A-L1,
Class 2-A-LPO, Class 3-A-L1, Class 3-A-LPO, Class 1-B-L1, Class 1-B-L2, Class
1-B-L3, Class 1-B-L4, Class 1-B-L5, Class 1-B-L6, Class 2-B-L1, Class 2-B-L2,
Class 2-B-L3, Class 2-B-L4, Class 2-B-L5, Class 2-B-L6, Class 3-B-L1, Class
3-B-L2, Class 3-B-L3, Class 3-B-L4, Class 3-B-L5 and Class 3-B-L6 Interests are
Uncertificated Lower-Tier Interests.
Underwriting Guidelines: The underwriting guidelines of Bank of
America, N.A.
Upper-Tier Certificate: Any one of the Class A Certificates (other
than the Class 1-A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The separate Eligible Account
established and maintained by the Trustee pursuant to Section 3.08(f).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be held in the Upper-Tier Certificate
Account.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holders of
the Residual Certificates, (b) 1% of the all Voting Rights shall be allocated to
the Holders of the Class 1-A-7 Certificates and (c) the remaining Voting Rights
shall be allocated among Holders of the remaining Classes of Certificates in
proportion to the Certificate Balances of their respective Certificates on such
date.
Section 1.02 Interest Calculations. All calculations of interest
will be made on a 360-day year consisting of twelve 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest penny with one-half
of one penny being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust
for the benefit of the Certificateholders, without recourse, all the right,
title and interest of the Depositor in and to the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans (other
than payments of principal and interest due and payable on the Mortgage Loans on
or before the Cut-Off Date). The foregoing sale, transfer, assignment and set
over does not and is not intended to result in a creation of an assumption by
the Trustee of any obligation of the Depositor or any other Person in connection
with the Mortgage Loans or any agreement or instrument relating thereto, except
as specifically set forth herein.
(b) In connection with such transfer and assignment, the Depositor
has delivered or caused to be delivered to the Trustee, for the benefit of the
Certificateholders, the following documents or instruments with respect to each
Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of The Bank of New
York, as Trustee, without recourse," with all necessary intervening
endorsements showing a complete chain of endorsement from the originator
to the Trustee (each such endorsement being sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note);
(ii) except as provided below, the original recorded Mortgage with
evidence of a recording thereon, or if any such Mortgage has not been
returned from the applicable recording office or has been lost, or if such
public recording office retains the original recorded Mortgage, a copy of
such Mortgage certified by the Depositor as being a true and correct copy
of the Mortgage;
(iii) subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "The Bank of New York, as trustee for
the holders of the Bank of America Mortgage Securities, Inc. Mortgage
Pass-Through Certificates, Series 2002-3" (which may be included in a
blanket assignment or assignments), together with, except as provided
below, originals of all interim recorded assignments of such mortgage or a
copy of such interim assignment certified by the Depositor as being a true
and complete copy of the original recorded intervening assignments of
Mortgage (each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been returned from the
applicable public recording office, such Assignment of Mortgage may
exclude the information to be provided by the recording office; and
provided, further, if the related Mortgage has been recorded in the name
of Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no Assignment of Mortgage in favor of the Trustee will be
required to be prepared or delivered and instead, the Servicer shall take
all actions as are necessary to cause the Trust to be shown as the owner
of the related Mortgage Loan on the records of MERS for purposes of the
system of recording transfers of beneficial ownership of mortgages
maintained by MERS;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v) the original or duplicate original mortgagee title insurance
policy and all riders thereto;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence of
recording indicated thereon, or, if the lease is in the process of being
recorded, a photocopy of the lease, certified by an officer of the
respective prior owner of such Mortgage Loan or by the applicable title
insurance company, closing/settlement/escrow agent or company or closing
attorney to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the originals
of the following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee with
evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank and has caused the Servicer to retain the completed Assignment of Mortgage
for recording as described below, unless such Mortgage has been recorded in the
name of MERS or its designee. In addition, if the Depositor is unable to deliver
or cause the delivery of any original Mortgage Note due to the loss of such
original Mortgage Note, the Depositor may deliver a copy of such Mortgage Note,
together with a lost note affidavit, and shall thereby be deemed to have
satisfied the document delivery requirements of this Section 2.01(b). As set
forth on Exhibit L attached hereto is a list of all states where recordation is
required by either Rating Agency to obtain the initial ratings of the
Certificates. The Trustee may rely and shall be protected in relying upon the
information contained in such Exhibit L.
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy (together with all riders thereto) satisfying the
requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy has
not been delivered to either the Servicer or the Depositor by the applicable
title insurer in the case of clause (v) above, the Depositor shall promptly
deliver or cause to be delivered to the Trustee or the Custodian on behalf of
the Trustee, in the case of clause (ii), (iii) or (iv) above, such Mortgage,
such interim assignment or such assumption, modification, consolidation or
extension agreement, as the case may be, with evidence of recording indicated
thereon upon receipt thereof from the public recording office, but in no event
shall any such delivery of any such documents or instruments be made later than
one year following the Closing Date, unless, in the case of clause (ii), (iii)
or (iv) above, there has been a continuing delay at the applicable recording
office or, in the case of clause (v), there has been a continuing delay at the
applicable insurer and the Depositor has delivered the Officer's Certificate to
such effect to the Trustee. The Depositor shall forward or cause to be forwarded
to the Trustee (1) from time to time additional original documents evidencing an
assumption or modification of a Mortgage Loan and (2) any other documents
required to be delivered by the Depositor or the Servicer to the Trustee or the
Custodian on the Trustee's behalf. In the event that the original Mortgage is
not delivered and in connection with the payment in full of the related Mortgage
Loan the public recording office requires the presentation of a "lost
instruments affidavit and indemnity" or any equivalent document, because only a
copy of the Mortgage can be delivered with the instrument of satisfaction or
reconveyance, the Servicer shall prepare, execute and deliver or cause to be
prepared, executed and delivered, on behalf of the Trust, such a document to the
public recording office.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the Servicer shall
(except for any Mortgage which has been recorded in the name of MERS or its
designee) (I) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within 30
days of the Closing Date and (II) at the Depositor's expense, cause to be
delivered for recording in the appropriate public office for real property
records the Assignments of the Mortgages to the Trustee, except that, with
respect to any Assignment of a Mortgage as to which the Servicer has not
received the information required to prepare such assignment in recordable form,
the Servicer's obligation to do so and to deliver the same for such recording
shall be as soon as practicable after receipt of such information and in any
event within 30 days after the receipt thereof and, no recording of an
Assignment of Mortgage will be required in a state if either (i) the Depositor
furnishes to the Trustee an unqualified Opinion of Counsel reasonably acceptable
to the Trustee to the effect that recordation of such assignment is not
necessary under applicable state law to preserve the Trustee's interest in the
related Mortgage Loan against the claim of any subsequent transferee of such
Mortgage Loan or any successor to, or creditor of, the Depositor or the
originator of such Mortgage Loan or (ii) the recordation of an Assignment of
Mortgage in such state is not required by either Rating Agency in order to
obtain the initial ratings on the Certificates on the Closing Date.
In the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee, or the Custodian on the Trustee's behalf, will cause the Servicer
to deposit in the Servicer Custodial Account the portion of such payment that is
required to be deposited in the Servicer Custodial Account pursuant to Section
3.08.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or the Custodian as its agent, will hold the documents referred to in
Section 2.01 and the other documents delivered to it constituting the Mortgage
Files, and that it will hold such other assets as are included in the Trust
Estate, in trust for the exclusive use and benefit of all present and future
Certificateholders.
Within 90 days after the execution and delivery of this Agreement,
the Trustee shall review, or cause the Custodian to review, the Mortgage Files
in its possession. If, in the course of such review, the Trustee or the
Custodian finds any document constituting a part of a Mortgage File which does
not meet the requirements of Section 2.01 or is omitted from such Mortgage File,
the Trustee shall promptly so notify the Servicer and the Depositor, or shall
cause the Custodian to promptly so notify the Servicer and the Depositor. In
performing any such review, the Trustee or the Custodian may conclusively rely
on the purported genuineness of any such document and any signature thereon. It
is understood that the scope of the Trustee's or the Custodian's review of the
Mortgage Files is limited solely to confirming that the documents listed in
Section 2.01 have been received and further confirming that any and all
documents delivered pursuant to Section 2.01 appear on their face to have been
executed and relate to the Mortgage Loans identified in the Mortgage Loan
Schedule. Neither the Trustee nor the Custodian shall have any responsibility
for determining whether any document is valid and binding, whether the text of
any assignment or endorsement is in proper or recordable form, whether any
document has been recorded in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. The Depositor hereby covenants and agrees that it will promptly
correct or cure such defect within 90 days from the date it was so notified of
such defect and, if the Depositor does not correct or cure such defect within
such period, the Depositor will either (a) substitute for the related Mortgage
Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth below or (b) purchase such
Mortgage Loan from the Trustee at the Repurchase Price for such Mortgage Loan;
provided, however, that in no event shall such a substitution occur more than
two years from the Closing Date; provided, further, that such substitution or
repurchase shall occur within 90 days of when such defect was discovered if such
defect will cause the Mortgage Loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan the Depositor shall
deliver to the Trustee, for the benefit of the Certificateholders, the Mortgage
Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage
which has been recorded in the name of MERS or its designee), and such other
documents and agreements as are otherwise required by Section 2.01, with the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to any such
Substitute Mortgage Loan in the month of substitution shall not be part of the
Trust Estate and will be retained by the Depositor. For the month of
substitution, distributions to Certificateholders will include the Monthly
Payment due for such month on any Defective Mortgage Loan for which the
Depositor has substituted a Substitute Mortgage Loan.
The Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of each Mortgage Loan that has
become a Defective Mortgage Loan and the substitution of the Substitute Mortgage
Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee and the Custodian. Upon such substitution, each Substitute
Mortgage Loan shall be subject to the terms of this Agreement in all respects,
and the Depositor shall be deemed to have made to the Trustee with respect to
such Substitute Mortgage Loan, as of the date of substitution, the
representations and warranties made pursuant to Section 2.04. Upon any such
substitution and the deposit to the Servicer Custodial Account of any required
Substitution Adjustment Amount (as described in the next paragraph) and receipt
of a Request for Release, the Trustee shall release, or shall direct the
Custodian to release, the Mortgage File relating to such Defective Mortgage Loan
to the Depositor and shall execute and deliver at the Depositor's direction such
instruments of transfer or assignment prepared by the Depositor, in each case
without recourse, as shall be necessary to vest title in the Depositor, or its
designee, to the Trustee's interest in any Defective Mortgage Loan substituted
for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount
(if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans in a Loan Group as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Defective Mortgage Loans in such
Loan Group (after application of the principal portion of the Monthly Payments
due in the month of substitution) (the "Substitution Adjustment Amount" for such
Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances
with respect to such Defective Mortgage Loans shall be deposited into the
applicable Certificate Account by the Depositor on or before the Remittance Date
for the Distribution Date in the month succeeding the calendar month during
which the related Mortgage Loan is required to be purchased or replaced
hereunder.
The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. The Servicer shall promptly deliver
to the Trustee, upon the execution or, in the case of documents requiring
recording, receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into the Servicer's possession from time
to time.
It is understood and agreed that the obligation of the Depositor to
substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee and any Certificateholder against the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall be
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine that they are
genuine, enforceable, or appropriate for the represented purpose or that they
are other than what they purport to be on their face or (ii) to determine
whether any Mortgage File should include any of the documents specified in
Section 2.01(b)(iv), (vi), (vii) and (viii).
Section 2.03 Representations, Warranties and Covenants of the
Servicer. The Servicer hereby makes the following representations and warranties
to the Depositor and the Trustee, as of the Closing Date:
(i) The Servicer is a national banking association duly organized,
validly existing, and in good standing under the federal laws of the
United States of America and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good
standing in each of the states where a Mortgaged Property is located if
the laws of such state require licensing or qualification in order to
conduct business of the type conducted by the Servicer. The Servicer has
power and authority to execute and deliver this Agreement and to perform
in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant
to this Agreement) by the Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law.
All requisite corporate action has been taken by the Servicer to make this
Agreement valid and binding upon the Servicer in accordance with its
terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the Servicer is required or, if required, such
consent, approval, authorization or order has been or will, prior to the
Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer and will
not result in the breach of any term or provision of the charter or
by-laws of the Servicer or result in the breach of any term or provision
of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any agreement, indenture or loan or
credit agreement or other instrument to which the Servicer or its property
is subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is
subject.
(iv) There is no action, suit, proceeding or investigation pending
or, to the best knowledge of the Servicer, threatened against the Servicer
which, either individually or in the aggregate, would result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Servicer, or in any material impairment of the
right or ability of the Servicer to carry on its business substantially as
now conducted or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Servicer contemplated herein, or
which would materially impair the ability of the Servicer to perform under
the terms of this Agreement.
The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as to
the Mortgage Loans. The Depositor hereby represents and warrants to the Trustee
with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as
of the date hereof or such other date set forth herein that as of the Closing
Date:
(i) The information set forth in the Mortgage Loan Schedule is true
and correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges affecting the
lien priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage, and which have
been delivered to the Trustee; the substance of any such waiver,
alteration or modification has been approved by the insurer under the
Primary Insurance Policy, if any, the title insurer, to the extent
required by the related policy, and is reflected on the Mortgage Loan
Schedule. No instrument of waiver, alteration or modification has been
executed, and no Mortgagor has been released, in whole or in part, except
in connection with an assumption agreement approved by the insurer under
the Primary Insurance Policy, if any, the title insurer, to the extent
required by the policy, and which assumption agreement has been delivered
to the Trustee.
(iv) The Mortgage Note and the Mortgage are not subject to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto.
(v) All buildings upon the Mortgaged Property are insured by an
insurer generally acceptable to prudent mortgage lending institutions
against loss by fire, hazards of extended coverage and such other hazards
as are customary in the area the Mortgaged Property is located, pursuant
to insurance policies conforming to the requirements of Customary
Servicing Procedures and this Agreement. All such insurance policies
contain a standard mortgagee clause naming the originator of the Mortgage
Loan, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a
flood hazard map or flood insurance rate map issued by the Federal
Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
FNMA or FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(vi) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protections, equal credit
opportunity or disclosure laws applicable to the origination and servicing
of Mortgage Loan have been complied with.
(vii) The Mortgage has not been satisfied, canceled, subordinated or
rescinded, in whole or in part (other than as to Principal Prepayments in
full which may have been received prior to the Closing Date), and the
Mortgaged Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would effect
any such satisfaction, cancellation, subordination, rescission or release.
(viii) The Mortgage is a valid, existing and enforceable first lien
on the Mortgaged Property, including all improvements on the Mortgaged
Property subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of the public
record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and
which do not adversely affect the Appraised Value of the Mortgaged
Property, (C) if the Mortgaged Property consists of Co-op Shares, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation, and (D) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of
the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid, existing and enforceable first lien and first priority security
interest on the property described therein and the Depositor has the full
right to sell and assign the same to the Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the enforcement
of the rights of creditors and (B) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law.
(x) All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
have been duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully disbursed to
or for the account of the Mortgagor and there is no obligation for the
Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with.
All costs fees and expenses incurred in making or closing the Mortgage
Loan and the recording of the Mortgage have been paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due to the Mortgagee
pursuant to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, all parties which
have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held and disposed of such interest, were) in compliance with any and all
applicable "doing business" and licensing requirements of the laws of the
state wherein the Mortgaged Property is located.
(xiii) The Mortgage Loan is covered by an ALTA lender's title
insurance policy, acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (viii)(A) and (B) above) the Seller, its
successors and assigns as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan. The Depositor is the
sole insured of such lender's title insurance policy, and such lender's
title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender's title
insurance policy, and the Depositor has not done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy.
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or
event of acceleration, and the Seller has not waived any default, breach,
violation or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there had
been no mechanics' or similar liens or claims filed for work, labor or
material (and no rights are outstanding that under law could give rise to
such lien) affecting the relating Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the related
Mortgage.
(xvi) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and
no improvements on adjoining properties encroach upon the Mortgaged
Property.
(xvii) The Mortgage Loan was originated by a commercial bank or
similar banking institution which is supervised and examined by a federal
or state authority, or by a mortgagee approved by the Secretary of HUD.
(xviii) Principal payments on the Mortgage Loan commenced no more
than sixty days after the proceeds of the Mortgaged Loan were disbursed.
The Mortgage Loans are 30-year fixed rate mortgage loans having an
original term to maturity of not more than 30 years, with interest payable
in arrears on the first day of the month. Each Mortgage Note requires a
monthly payment which is sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate. The Mortgage Note does not permit
negative amortization.
(xix) There is no proceeding pending or, to the Depositor's
knowledge, threatened for the total or partial condemnation of the
Mortgaged Property and such property is in good repair and is undamaged by
waste, fire, earthquake or earth movement, windstorm, flood, tornado or
other casualty, so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the
premises were intended.
(xx) The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property
of the benefits of the security provided thereby, including (A) in the
case of a Mortgage designated as a deed of trust, by trustee's sale, and
(B) otherwise by judicial foreclosure. To the best of the Depositor's
knowledge, following the date of origination of the Mortgage Loan, the
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection
under applicable bankruptcy laws. There is no homestead or other exemption
or right available to the Mortgagor or any other person which would
interfere with the right to sell the Mortgaged Property at a trustee's
sale or the right to foreclose the Mortgage.
(xxi) The Mortgage Note and Mortgage are on forms acceptable to FNMA
or FHLMC.
(xxii) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (viii) above.
(xxiii) The Mortgage File contains an appraisal of the related
Mortgaged Property, in a form acceptable to FNMA or FHLMC and such
appraisal complies with the requirements of FIRREA, and was made and
signed, prior to the approval of the Mortgage Loan application, by a
Qualified Appraiser.
(xxiv) In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves, and no fees or expenses are
or will become payable by the Trustee to the trustee under the deed of
trust, except in connection with a trustee's sale after default by the
Mortgagor.
(xxv) No Mortgage Loan is a graduated payment mortgage loan, no
Mortgage Loan has a shared appreciation or other contingent interest
feature, and no Mortgage Loan contains any "buydown" provision.
(xxvi) The Mortgagor has received all disclosure materials required
by applicable law with respect to the making of mortgage loans of the same
type as the Mortgage Loan and rescission materials required by applicable
law if the Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Mortgage Loan with a Loan-to-Value Ratio at origination
in excess of 80% will be subject to a Primary Insurance Policy, issued by
an insurer acceptable to FNMA or FHLMC, which insures that portion of the
Mortgage Loan in excess of the portion of the Appraised Value of the
Mortgaged Property required by FNMA. All provisions of such Primary
Insurance Policy have been and are being complied with, such policy is in
full force and effect, and all premiums due thereunder have been paid. Any
Mortgage subject to any such Primary Insurance Policy obligates the
Mortgagor thereunder to maintain such insurance and to pay all premiums
and charges in connection therewith at least until Loan-to-Value Ratio of
such Mortgage Loan is reduced to less than 80%. The Mortgage Interest Rate
for the Mortgage Loan does not include any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the date of
origination of the Mortgage Loan, (A) the Mortgaged Property is lawfully
occupied under applicable law, (B) all inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of
occupancy, have been made or obtained from the appropriate authorities and
(C) no improvement located on or part of the Mortgaged Property is in
violation of any zoning law or regulation.
(xxix) The Assignment of Mortgage (except with respect to any
Mortgage that has been recorded in the name of MERS or its designee) is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-Off Date for
such Mortgage Loan under the terms of the Mortgage Note have been made and
no Mortgage Loan has been more than 30 days delinquent more than once in
the twelve month period immediately prior to the Cut-Off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or Servicer
is in possession of a complete Mortgage File except for the documents
which have been delivered to the Trustee or which have been submitted for
recording and not yet returned.
(xxxii) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of the
Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
Depositor and the Depositor had good and marketable title thereto, and the
Depositor had full right to transfer and sell the Mortgage Loans to the
Trustee free and clear of any encumbrance, participation interest, lien,
equity, pledge, claim or security interest and had full right and
authority subject to no interest or participation in, or agreement with
any other party to sell or otherwise transfer the Mortgage Loans.
(xxxiii) Any future advances made prior to the Cut-Off Date have
been consolidated with the outstanding principal amount secured by the
Mortgage, and the secured principal amount, as consolidated, bears a
single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having
first lien priority by a title insurance policy, an endorsement to the
policy insuring the mortgagee's consolidated interest or by other title
evidence acceptable to FNMA and FHLMC. The consolidated principal amount
does not exceed the original principal amount of the Mortgage Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with the
applicable Underwriting Guidelines in effect at the time of origination
with exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in the rent other than pre-established increases
set forth in the lease; (4) the original term of such lease in not less
than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the
Mortgaged Property is located in a jurisdiction in which the use of
leasehold estates in transferring ownership in residential properties is a
widely accepted practice.
(xxxvi) The Mortgaged Property is located in the state identified in
the Mortgage Loan Schedule and consists of a parcel of real property with
a detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit, or an individual
unit in a planned unit development, or, in the case of Mortgage Loans
secured by Co-op Shares, leases or occupancy agreements; provided,
however, that any condominium project or planned unit development
generally conforms with the applicable Underwriting Guidelines regarding
such dwellings, and no residence or dwelling is a mobile home or a
manufactured dwelling.
(xxxvii) The Depositor used no adverse selection procedures in
selecting the Mortgage Loan for inclusion in the Trust Estate.
(xxxviii) Each Mortgage Loan is a "qualified mortgage" within
Section 860G(a)(3) of the Code.
(xxxix) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trustee in place of the related Mortgage Note,
the related Mortgage Note is no longer in existence.
Notwithstanding the foregoing, no representations or warranties are
made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, Person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.
Upon discovery by either the Depositor, the Servicer, the Trustee or
the Custodian that any of the representations and warranties set forth in this
Section 2.04 is not accurate (referred to herein as a "breach") and that such
breach materially and adversely affects the interests of the Certificateholders
in the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties (any Custodian being so obligated
under a Custodial Agreement); provided that any such breach that causes the
Mortgage Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code shall be deemed to materially and adversely affect the
interests of the Certificateholders. Within 90 days of its discovery or its
receipt of notice of any such breach, the Depositor shall cure such breach in
all material respects or shall either (i) repurchase the Mortgage Loan or any
property acquired in respect thereof from the Trustee at a price equal to the
Repurchase Price or (ii) if within two years of the Closing Date, substitute for
such Mortgage Loan in the manner described in Section 2.02; provided that if the
breach would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such repurchase or substitution
must occur within 90 days from the date the breach was discovered. The
Repurchase Price of any repurchase described in this paragraph and the
Substitution Adjustment Amount, if any, shall be deposited in the applicable
Certificate Account. It is understood and agreed that the obligation of the
Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged
Property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, or to the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust hereunder.
Section 2.05 Designation of Interests in the REMICs. The Depositor
hereby designates the Classes of Class A Certificates (other than the Class
A-PO, Class 1-A-R and Class 1-A-LR Certificates) and the Classes of Class B
Certificates and each Component as "regular interests" and the Class 1-A-R
Certificate as the single class of "residual interest" in the Upper-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Depositor hereby further designates the Class 1-A-L1 Interest, Class 1-A-L2
Interest, Class 1-A-LPO Interest, Class 1-A-LUR Interest, Class 2-A-L1 Interest,
Class 2-A-LPO Interest, Class 3-A-L1 Interest, Class 3-A-LPO Interest, Class
1-B-L1 Interest, Class 1-B-L2 Interest, Class 1-B-L3 Interest, Class 1-B-L4
Interest, Class 1-B-L5 Interest, Class 1-B-L6 Interest, Class 2-B-L1 Interest,
Class 2-B-L2 Interest, Class 2-B-L3 Interest, Class 2-B-L4 Interest, Class
2-B-L5 Interest, Class 2-B-L6 Interest, Class 3-B-L1 Interest, Class 3-B-L2
Interest, Class 3-B-L3 Interest, Class 3-B-L4 Interest, Class 3-B-L5 Interest
and Class 3-B-L6 Interest as classes of "regular interests" and the Class 1-A-LR
Certificate as the single class of "residual interest" in the Lower-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier
REMIC within the meaning of Section 860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in the Upper-Tier REMIC and
Lower-Tier REMIC is April 25, 2032.
Section 2.08 Execution and Delivery of Certificates. The Trustee (i)
acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and the
Certificateholders and (ii) has executed and delivered to or upon the order of
the Depositor, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate," receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans. For and on behalf
of the Certificateholders, the Servicer shall service and administer the
Mortgage Loans, all in accordance with the terms of this Agreement, Customary
Servicing Procedures, applicable law and the terms of the Mortgage Notes and
Mortgages. In connection with such servicing and administration, the Servicer
shall have full power and authority, acting alone and/or through Subservicers as
provided in Section 3.02, to do or cause to be done any and all things that it
may deem necessary or desirable in connection with such servicing and
administration including, but not limited to, the power and authority, subject
to the terms hereof, (a) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (b) to consent, with respect to the Mortgage Loans it
services, to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to
the Mortgage Loans it services, and (d) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage Loan
it services. The Servicer shall represent and protect the interests of the Trust
in the same manner as it protects its own interests in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting
the generality of the foregoing, the Servicer, in its own name or in the name of
any Subservicer or the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Servicer or any
Subservicer, as the case may be, believes it appropriate in its reasonable
judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans it services, and with
respect to the related Mortgaged Properties held for the benefit of the
Certificateholders. The Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either or
both of them as are necessary or appropriate to enable the Servicer to service
and administer the Mortgage Loans it services to the extent that the Servicer is
not permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon
the direction of the Servicer, shall promptly execute such documents and deliver
them to the Servicer.
In accordance with the standards of the preceding paragraph, the
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the Mortgage Loans it services, which Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
The costs incurred by the Servicer, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related insurance premiums
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The relationship of the Servicer (and of any successor to the
Servicer as servicer under this Agreement) to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
Section 3.02 Subservicing; Enforcement of the Obligations of
Servicer. (a) The Servicer may arrange for the subservicing of any Mortgage Loan
it services by a Subservicer pursuant to a Subservicing Agreement; provided,
however, that such subservicing arrangement and the terms of the related
Subservicing Agreement must provide for the servicing of such Mortgage Loan in a
manner consistent with the servicing arrangements contemplated hereunder.
Notwithstanding the provisions of any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, the Servicer shall remain obligated and liable to the Depositor,
the Trustee and the Certificateholders for the servicing and administration of
the Mortgage Loans it services in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering those Mortgage Loans. All
actions of each Subservicer performed pursuant to the related Subservicing
Agreement shall be performed as agent of the Servicer with the same force and
effect as if performed directly by the Servicer.
(b) For purposes of this Agreement, the Servicer shall be deemed to
have received any collections, recoveries or payments with respect to the
Mortgage Loans it services that are received by a Subservicer regardless of
whether such payments are remitted by the Subservicer to the Servicer.
(c) As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer engaged by the
Servicer under the related Subservicing Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect
on a Mortgage Loan. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The Servicer
shall pay the costs of such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is
directed.
(d) Any Subservicing Agreement entered into by the Servicer shall
provide that it may be assumed or terminated by the Trustee, if the Trustee has
assumed the duties of the Servicer, or any successor Servicer, at the Trustee's
or successor Servicer's option, as applicable, without cost or obligation to the
assuming or terminating party or the Trust Estate, upon the assumption by such
party of the obligations of the Servicer pursuant to Section 8.05.
Any Subservicing Agreement, and any other transactions or services
relating to the Mortgage Loans involving a Subservicer, shall be deemed to be
between the Servicer and such Subservicer alone, and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims
or rights of action against, rights, obligations, duties or liabilities to or
with respect to the Subservicer or its officers, directors or employees, except
as set forth in Section 3.01.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The
Servicer shall maintain, at its own expense, a blanket fidelity bond and an
errors and omissions insurance policy, with broad coverage on all officers,
employees or other persons acting in any capacity requiring such persons to
handle funds, money, documents or papers relating to the Mortgage Loans it
services. These policies must insure the Servicer against losses resulting from
dishonest or fraudulent acts committed by the Servicer's personnel, any
employees of outside firms that provide data processing services for the
Servicer, and temporary contract employees or student interns. Such fidelity
bond shall also protect and insure the Servicer against losses in connection
with the release or satisfaction of a Mortgage Loan without having obtained
payment in full of the indebtedness secured thereby. No provision of this
Section 3.03 requiring such fidelity bond and errors and omissions insurance
shall diminish or relieve the Servicer from its duties and obligations as set
forth in this Agreement. The minimum coverage under any such bond and insurance
policy shall be at least equal to the corresponding amounts required by FNMA in
the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' & Servicers' Guide,
as amended or restated from time to time, or in an amount as may be permitted to
the Servicer by express waiver of FNMA or FHLMC.
Section 3.04 Access to Certain Documentation. The Servicer shall
provide to the OTS and the FDIC and to comparable regulatory authorities
supervising Holders of Subordinate Certificates and the examiners and
supervisory agents of the OTS, the FDIC and such other authorities, access to
the documentation required by applicable regulations of the OTS and the FDIC
with respect to the Mortgage Loans. Such access shall be afforded without
charge, but only upon reasonable and prior written request and during normal
business hours at the offices designated by the Servicer. Nothing in this
Section 3.04 shall limit the obligation of the Servicer to observe any
applicable law and the failure of the Servicer to provide access as provided in
this Section 3.04 as a result of such obligation shall not constitute a breach
of this Section 3.04.
Section 3.05 Maintenance of Primary Insurance Policy; Claims. With
respect to each Mortgage Loan with a Loan-to-Value Ratio in excess of 80% or
such other Loan-to-Value Ratio as may be required by law, the Servicer
responsible for servicing such Mortgage Loan shall, without any cost to the
Trust Estate, maintain or cause the Mortgagor to maintain in full force and
effect a Primary Insurance Policy insuring that portion of the Mortgage Loan in
excess of a percentage in conformity with FNMA requirements. The Servicer shall
pay or shall cause the Mortgagor to pay the premium thereon on a timely basis,
at least until the Loan-to-Value Ratio of such Mortgage Loan is reduced to 80%
or such other Loan-to-Value Ratio as may be required by law. If such Primary
Insurance Policy is terminated, the Servicer shall obtain from another insurer a
comparable replacement policy, with a total coverage equal to the remaining
coverage of such terminated Primary Insurance Policy. If the insurer shall cease
to be an insurer acceptable to FNMA, the Servicer shall notify the Trustee in
writing, it being understood that the Servicer shall not have any responsibility
or liability for any failure to recover under the Primary Insurance Policy for
such reason. If the Servicer determines that recoveries under the Primary
Insurance Policy are jeopardized by the financial condition of the insurer, the
Servicer shall obtain from another insurer which meets the requirements of this
Section 3.05 a replacement insurance policy. The Servicer shall not take any
action that would result in noncoverage under any applicable Primary Insurance
Policy of any loss that, but for the actions of the Servicer, would have been
covered thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into pursuant to Section 3.13, the Servicer shall
promptly notify the insurer under the related Primary Insurance Policy, if any,
of such assumption or substitution of liability in accordance with the terms of
such Primary Insurance Policy and shall take all actions which may be required
by such insurer as a condition to the continuation of coverage under such
Primary Insurance Policy. If such Primary Insurance Policy is terminated as a
result of such assumption or substitution of liability, the Servicer shall
obtain a replacement Primary Insurance Policy as provided above.
In connection with its activities as servicer, the Servicer agrees
to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any Primary Insurance Policy in
a timely fashion in accordance with the terms of such Primary Insurance Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any Primary Insurance Policy respecting a defaulted Mortgage
Loan. Pursuant to Section 3.09(a), any amounts collected by the Servicer under
any Primary Insurance Policy shall be deposited in the related Escrow Account,
subject to withdrawal pursuant to Section 3.09(b).
The Servicer will comply with all provisions of applicable state and
federal law relating to the cancellation of, or collection of premiums with
respect to, Primary Mortgage Insurance, including, but not limited to, the
provisions of the Homeowners Protection Act of 1998, and all regulations
promulgated thereunder, as amended from time to time.
Section 3.06 Rights of the Depositor and the Trustee in Respect of
the Servicer. The Depositor may, but is not obligated to, enforce the
obligations of the Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Servicer
hereunder and in connection with any such defaulted obligation to exercise the
related rights of the Servicer hereunder; provided that the Servicer shall not
be relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee. Neither the Trustee nor the Depositor shall have
any responsibility or liability for any action or failure to act by the Servicer
nor shall the Trustee or the Depositor be obligated to supervise the performance
of the Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
Servicer alone, and the Trustee and Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.07.
The Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether the Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.
Section 3.07 Trustee to Act as Servicer. If the Servicer shall for
any reason no longer be the Servicer hereunder (including by reason of an Event
of Default), the Trustee shall thereupon, assume, if it so elects, or shall
appoint a successor Servicer to assume, all of the rights and obligations of the
Servicer hereunder arising thereafter (except that the Trustee shall not be (a)
liable for losses of the Servicer pursuant to Section 3.12 or any acts or
omissions of the predecessor Servicer hereunder, (b) obligated to make Advances
if it is prohibited from doing so by applicable law or (c) deemed to have made
any representations and warranties of the Servicer hereunder). Any such
assumption shall be subject to Section 7.02. If the Servicer shall for any
reason no longer be the Servicer (including by reason of any Event of Default),
the Trustee or the successor Servicer may elect to succeed to any rights and
obligations of the Servicer under each Subservicing Agreement or may terminate
each Subservicing Agreement. If it has elected to assume the Subservicing
Agreement, the Trustee or the successor Servicer shall be deemed to have assumed
all of the Servicer's interest therein and to have replaced the Servicer as a
party to any Subservicing Agreement entered into by the Servicer as contemplated
by Section 3.02 to the same extent as if the Subservicing Agreement had been
assigned to the assuming party except that the Servicer shall not be relieved of
any liability or obligations under any such Subservicing Agreement.
The Servicer that is no longer the Servicer hereunder shall, upon
request of the Trustee, but at the expense of the Servicer, deliver to the
assuming party all documents and records relating to each Subservicing Agreement
or substitute servicing agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected or held by it and otherwise
use its best efforts to effect the orderly and efficient transfer of such
substitute Subservicing Agreement to the assuming party.
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Account; Certificate Accounts and Upper-Tier Certificate Account. (a)
Continuously from the date hereof until the principal and interest on all
Mortgage Loans are paid in full, the Servicer will proceed diligently, in
accordance with this Agreement, to collect all payments due under each of the
Mortgage Loans it services when the same shall become due and payable. Further,
the Servicer will in accordance with all applicable law and Customary Servicing
Procedures ascertain and estimate taxes, assessments, fire and hazard insurance
premiums, mortgage insurance premiums and all other charges with respect to the
Mortgage Loans it services that, as provided in any Mortgage, will become due
and payable to the end that the installments payable by the Mortgagors will be
sufficient to pay such charges as and when they become due and payable.
Consistent with the foregoing, the Servicer may in its discretion (i) waive any
late payment charge or any prepayment charge or penalty interest in connection
with the prepayment of a Mortgage Loan it services and (ii) extend the due dates
for payments due on a Mortgage Note for a period not greater than 120 days;
provided, however, that the Servicer cannot extend the maturity of any such
Mortgage Loan past the date on which the final payment is due on the latest
maturing Mortgage Loan as of the Cut-Off Date. In the event of any such
arrangement, the Servicer shall make Periodic Advances on the related Mortgage
Loan in accordance with the provisions of Section 3.20 during the scheduled
period in accordance with the amortization schedule of such Mortgage Loan
without modification thereof by reason of such arrangements. The Servicer shall
not be required to institute or join in litigation with respect to collection of
any payment (whether under a Mortgage, Mortgage Note or otherwise or against any
public or governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law.
(b) The Servicer shall establish and maintain the Servicer Custodial
Account. The Servicer shall deposit or cause to be deposited into the Servicer
Custodial Account, all on a daily basis within one Business Day of receipt,
except as otherwise specifically provided herein, the following payments and
collections remitted by Subservicers or received by the Servicer in respect of
the Mortgage Loans subsequent to the Cut-Off Date (other than in respect of
principal and interest due on the Mortgage Loans on or before the Cut-Off Date)
and the following amounts required to be deposited hereunder with respect to the
Mortgage Loans it services:
(i) all payments on account of principal of the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans, net
of the Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds, other
than Insurance Proceeds to be (1) applied to the restoration or repair of
the Mortgaged Property, (2) released to the Mortgagor in accordance with
Customary Servicing Procedures or (3) required to be deposited to an
Escrow Account pursuant to Section 3.09(a) and (B) any Insurance Proceeds
released from an Escrow Account pursuant to Section 3.09(b)(iv);
(iv) any amount required to be deposited by the Servicer pursuant to
Section 3.08(d) in connection with any losses on Permitted Investments
with respect to the Servicer Custodial Account;
(v) any amounts required to be deposited by the Servicer pursuant to
Section 3.14;
(vi) all Repurchase Prices and all Substitution Adjustment Amounts
received by the Servicer;
(vii) Periodic Advances made by the Servicer pursuant to Section
3.20 and any payments of Compensating Interest; and
(viii) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial
Account by the Servicer shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of
prepayment penalties, late payment charges or assumption fees, if collected,
need not be deposited by the Servicer. If the Servicer shall deposit in the
Servicer Custodial Account any amount not required to be deposited, it may at
any time withdraw or direct the institution maintaining the Servicer Custodial
Account to withdraw such amount from the Servicer Custodial Account, any
provision herein to the contrary notwithstanding. The Servicer Custodial Account
may contain funds that belong to one or more trust funds created for mortgage
pass-through certificates of other series and may contain other funds respecting
payments on mortgage loans belonging to the Servicer or serviced by the Servicer
on behalf of others. Notwithstanding such commingling of funds, the Servicer
shall keep records that accurately reflect the funds on deposit in the Servicer
Custodial Account that have been identified by it as being attributable to the
Mortgage Loans it services. The Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section 3.08. All funds
required to be deposited in the Servicer Custodial Account shall be held in
trust for the Certificateholders until withdrawn in accordance with Section
3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Accounts. The Trustee shall, promptly upon
receipt, deposit in the applicable Certificate Account and retain therein the
following:
(i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d) in
connection with any losses on Permitted Investments with respect to such
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to be
deposited in the applicable Certificate Account.
If the Servicer shall remit any amount not required to be remitted,
it may at any time direct the Trustee to withdraw such amount from the
applicable Certificate Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering an Officer's
Certificate to the Trustee which describes the amounts deposited in error in
such Certificate Account. All funds required to be deposited in the Certificate
Accounts shall be held by the Trustee in trust for the Certificateholders until
disbursed in accordance with this Agreement or withdrawn in accordance with
Section 3.11. In no event shall the Trustee incur liability for withdrawals from
the Certificate Accounts at the direction of a the Servicer.
(d) Each institution at which the Servicer Custodial Account or the
Certificate Accounts are maintained shall invest the funds therein as directed
in writing by the Servicer in Permitted Investments, which shall mature not
later than (i) in the case of the Servicer Custodial Account, the Business Day
next preceding the related Remittance Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Remittance Date) and
(ii) in the case of the Certificate Accounts, the Business Day next preceding
the Distribution Date (except that if such Permitted Investment is an obligation
of the institution that maintains such account, then such Permitted Investment
shall mature not later than such Distribution Date) and, in each case, shall not
be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income or gain (net of any losses) realized from any
such investment of funds on deposit in the Servicer Custodial Account shall be
for the benefit of the Servicer as servicing compensation and shall be retained
by it monthly as provided herein. All income or gain (net of any losses)
realized from any such investment of funds on deposit in the Certificate
Accounts shall be for the benefit of the Trustee as additional compensation and
shall be retained by it monthly as provided herein. The amount of any losses
realized in the Servicer Custodial Account or the Certificate Accounts incurred
in any such account in respect of any such investments shall promptly be
deposited by the Servicer in the Servicer Custodial Account or by the Trustee in
the related Certificate Account, as applicable.
(e) The Servicer shall give notice to the Trustee of any proposed
change of the location of the Servicer Custodial Account maintained by the
Servicer not later than 30 days and not more than 45 days prior to any change
thereof. The Trustee shall give notice to the Servicer, each Rating Agency and
the Depositor of any proposed change of the location of either Certificate
Account not later than 30 days after and not more than 45 days prior to any
change thereof. The creation of the Servicer Custodial Account shall be
evidenced by a certification substantially in the form of Exhibit F hereto. A
copy of such certification shall be furnished to the Trustee.
(f) The Trustee shall establish and maintain the Upper-Tier
Certificate Account. On each Distribution Date (other than the Final
Distribution Date, if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Depositor), the Trustee shall,
from funds available on deposit in the Certificate Accounts, deposit, in
immediately available funds, by wire transfer or otherwise, into the Upper-Tier
Certificate Account, the Lower-Tier Distribution Amount.
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments in trust separate and apart from any of its own funds and general
assets and for such purpose shall establish and maintain one or more escrow
accounts (collectively, the "Escrow Account"), titled "[Insert name of
Servicer], in trust for registered holders of Bank of America Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 2002-3 and various
Mortgagors." The Escrow Account shall be established with a commercial bank, a
savings bank or a savings and loan association that meets the guidelines set
forth by FNMA or FHLMC as an eligible institution for escrow accounts and which
is a member of the Automated Clearing House. In any case, the Escrow Account
shall be insured by the FDIC to the fullest extent permitted by law. The
Servicer shall deposit in the appropriate Escrow Account on a daily basis, and
retain therein: (i) all Escrow Payments collected on account of the Mortgage
Loans, (ii) all amounts representing proceeds of any hazard insurance policy
which are to be applied to the restoration or repair of any related Mortgaged
Property and (iii) all amounts representing proceeds of any Primary Insurance
Policy. Nothing herein shall require the Servicer to compel a Mortgagor to
establish an Escrow Account in violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow Accounts may
be made by the Servicer only (i) to effect timely payment of taxes, assessments,
mortgage insurance premiums, fire and hazard insurance premiums, condominium or
PUD association dues, or comparable items constituting Escrow Payments for the
related Mortgage, (ii) to reimburse the Servicer out of related Escrow Payments
made with respect to a Mortgage Loan for any Servicing Advance made by the
Servicer pursuant to Section 3.09(c) with respect to such Mortgage Loan, (iii)
to refund to any Mortgagor any sums determined to be overages, (iv) for transfer
to the Servicer Custodial Account upon default of a Mortgagor or in accordance
with the terms of the related Mortgage Loan and if permitted by applicable law,
(v) for application to restore or repair the Mortgaged Property, (vi) to pay to
the Mortgagor, to the extent required by law, any interest paid on the funds
deposited in the Escrow Account, (vii) to pay to itself any interest earned on
funds deposited in the Escrow Account (and not required to be paid to the
Mortgagor), (viii) to the extent permitted under the terms of the related
Mortgage Note and applicable law, to pay late fees with respect to any Monthly
Payment which is received after the applicable grace period, (ix) to withdraw
suspense payments that are deposited into the Escrow Account, (x) to withdraw
any amounts inadvertently deposited in the Escrow Account or (xi) to clear and
terminate the Escrow Account upon the termination of this Agreement in
accordance with Section 10.01. Any Escrow Account shall not be a part of the
Trust Estate.
(c) With respect to each Mortgage Loan, the Servicer shall maintain
accurate records reflecting the status of taxes, assessments and other charges
which are or may become a lien upon the Mortgaged Property and the status of
Primary Insurance Policy premiums and fire and hazard insurance coverage. The
Servicer shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment thereof prior to
the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account, if any, which shall have been estimated and
accumulated by the Servicer in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does not provide
for Escrow Payments, the Servicer shall determine that any such payments are
made by the Mortgagor. The Servicer assumes full responsibility for the timely
payment of all such bills and shall effect timely payments of all such bills
irrespective of each Mortgagor's faithful performance in the payment of same or
the making of the Escrow Payments. The Servicer shall advance any such payments
that are not timely paid, but the Servicer shall be required so to advance only
to the extent that such Servicing Advances, in the good faith judgment of the
Servicer, will be recoverable by the Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall afford the Trustee reasonable
access to all records and documentation regarding the Mortgage Loans and all
accounts, insurance information and other matters relating to this Agreement,
such access being afforded without charge, but only upon reasonable request and
during normal business hours at the office designated by the Servicer.
Upon reasonable advance notice in writing, the Servicer will provide
to each Certificateholder which is a savings and loan association, bank or
insurance company certain reports and reasonable access to information and
documentation regarding the Mortgage Loans sufficient to permit such
Certificateholder to comply with applicable regulations of the OTS or other
regulatory authorities with respect to investment in the Certificates; provided
that the Servicer shall be entitled to be reimbursed by each such
Certificateholder for actual expenses incurred by the Servicer in providing such
reports and access.
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Account; Certificate Accounts and Upper-Tier Certificate Account. (a) The
Servicer may from time to time make withdrawals from the Servicer Custodial
Account, for the following purposes:
(i) to pay to the Servicer (to the extent not previously retained),
the servicing compensation to which it is entitled pursuant to Section
3.17, and to pay to the Servicer, as additional servicing compensation,
earnings on or investment income with respect to funds in or credited to
the Servicer Custodial Account;
(ii) to reimburse the Servicer for unreimbursed Advances made by it,
such right of reimbursement pursuant to this clause (ii) being limited to
amounts received on the Mortgage Loan(s) in respect of which any such
Advance was made;
(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously made, such right of reimbursement pursuant to this clause (iii)
being limited to amounts received on the Mortgage Loans in the same Loan
Group as the Mortgage Loan(s) in respect of which such Nonrecoverable
Advance was made;
(iv) to reimburse the Servicer for Insured Expenses from the related
Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan or
REO Property that has been purchased pursuant to Section 2.02 or 2.04, all
amounts received thereon after the date of such purchase;
(vi) to reimburse the Servicer or the Depositor for expenses
incurred by any of them and reimbursable pursuant to Section 7.03;
(vii) to withdraw any amount deposited in the Servicer Custodial
Account and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an amount
equal to the related Pool Distribution Amount, the related Trustee Fee and
any other amounts due to the Trustee under this Agreement for such
Distribution Date, to the extent on deposit, and remit such amount in
immediately available funds to the Trustee for deposit in the related
Certificate Account; and
(ix) to clear and terminate the Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Servicer Custodial Account pursuant to clauses (i), (ii),
(iv) and (v). The Servicer shall keep and maintain such separate accounting for
each Loan Group. Prior to making any withdrawal from the Servicer Custodial
Account pursuant to clause (iii), the Servicer shall deliver to the Trustee an
Officer's Certificate of a Servicing Officer indicating the amount of any
previous Advance determined by the Servicer to be a Nonrecoverable Advance and
identifying the related Mortgage Loan(s) and their respective portions of such
Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the Certificate Accounts
to deposit the Lower-Tier Distribution Amount into the Upper-Tier Certificate
Account and for distributions to Certificateholders in the manner specified in
this Agreement. In addition, the Trustee may from time to time make withdrawals
from the applicable Certificate Account for the following purposes:
(i) to pay to itself the Trustee Fee and any other amounts due to
the Trustee under this Agreement for the related Distribution Date;
(ii) to pay to itself as additional compensation earnings on or
investment income with respect to funds in the Certificate Accounts;
(iii) to withdraw and return to the Servicer any amount deposited in
either Certificate Account and not required to be deposited therein; and
(iv) to clear and terminate the applicable Certificate Account upon
termination pursuant to Section 10.01.
(c) Notwithstanding anything herein to the contrary, the Regular
Certificates and the Class 1-A-R Certificate shall not receive distributions
directly from the Certificate Accounts. On each Distribution Date, funds on
deposit in the Upper-Tier Certificate Account shall be used to make payments on
the Regular Certificates and the Class 1-A-R Certificate as provided in Sections
5.01 and 5.02. The Upper-Tier Certificate Account shall be cleared and
terminated upon termination of this Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance. The Servicer shall
cause to be maintained for each Mortgage Loan, fire and hazard insurance with
extended coverage customary in the area where the Mortgaged Property is located
in an amount which is at least equal to the lesser of (a) the full insurable
value of the Mortgaged Property or (b) the greater of (i) the outstanding
principal balance owing on the Mortgage Loan and (ii) an amount such that the
proceeds of such insurance shall be sufficient to avoid the application to the
Mortgagor or loss payee of any coinsurance clause under the policy. If the
Mortgaged Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) the Servicer will cause to be
maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration and the requirements of FNMA
or FHLMC. The Servicer shall also maintain on REO Property, fire and hazard
insurance with extended coverage in an amount which is at least equal to the
maximum insurable value of the improvements which are a part of such property,
liability insurance and, to the extent required, flood insurance in an amount
required above. Any amounts collected by the Servicer under any such policies
(other than amounts to be deposited in an Escrow Account and applied to the
restoration or repair of the property subject to the related Mortgage or
property acquired in liquidation of the Mortgage Loan, or to be released to the
Mortgagor in accordance with Customary Servicing Procedures) shall be deposited
in the Servicer Custodial Account, subject to withdrawal pursuant to Section
3.11(a). It is understood and agreed that no earthquake or other additional
insurance need be required by the Servicer of any Mortgagor or maintained on REO
Property, other than pursuant to such applicable laws and regulations as shall
at any time be in force and as shall require such additional insurance. All
policies required hereunder shall be endorsed with standard mortgagee clauses
with loss payable to the Servicer, and shall provide for at least 30 days prior
written notice of any cancellation, reduction in amount or material change in
coverage to the Servicer.
The hazard insurance policies for each Mortgage Loan secured by a
unit in a condominium development or planned unit development shall be
maintained with respect to such Mortgage Loan and the related development in a
manner which is consistent with FNMA requirements.
Notwithstanding the foregoing, the Servicer may maintain a blanket
policy insuring against hazard losses on all of the Mortgaged Properties
relating to the Mortgage Loans in lieu of maintaining the required hazard
insurance policies for each Mortgage Loan and may maintain a blanket policy
insuring against special flood hazards in lieu of maintaining any required flood
insurance. Any such blanket policies shall (A) be consistent with prudent
industry standards, (B) name the Servicer as loss payee, (C) provide coverage in
an amount equal to the aggregate unpaid principal balance on the related
Mortgage Loans without co-insurance, and (D) otherwise comply with the
requirements of this Section 3.12. Any such blanket policy may contain a
deductible clause; provided that if any Mortgaged Property is not covered by a
separate policy otherwise complying with this Section 3.12 and a loss occurs
with respect to such Mortgaged Property which loss would have been covered by
such a policy, the Servicer shall deposit in the Servicer Custodial Account the
difference, if any, between the amount that would have been payable under a
separate policy complying with this Section 3.12 and the amount paid under such
blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. (a) Except as otherwise provided in this Section 3.13, when any
Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the
Servicer shall use reasonable efforts, to the extent that it has actual
knowledge of such conveyance, to enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable law and
governmental regulations, but only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the Servicer is prohibited by law from enforcing any such
due-on-sale clause, (ii) coverage under any Required Insurance Policy would be
adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the Servicer is
authorized, subject to Section 3.13(b), to take or enter into an assumption and
modification agreement from or with the Person to whom such Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, unless prohibited by applicable state law,
the Mortgagor remains liable thereon; provided that the Mortgage Loan shall
continue to be covered (if so covered before the Servicer enters such agreement)
by the applicable Required Insurance Policies. The Servicer, subject to Section
3.13(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be
deemed to be in default under this Section 3.13 by reason of any transfer or
assumption which the Servicer reasonably believes it is restricted by law from
preventing, for any reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption agreement or modification agreement or supplement to
the Mortgage Note or Mortgage that requires the signature of the Trustee, or if
an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan, the Servicer shall prepare and
deliver or cause to be prepared and delivered to the Trustee for signature and
shall direct, in writing, the Trustee to execute the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In no event shall the Trustee incur liability for executing any document under
this Section 3.13 at the direction of the Servicer. In connection with any such
assumption, no material term of the Mortgage Note may be changed. In addition,
the substitute Mortgagor and the Mortgaged Property must be acceptable to the
Servicer in accordance with its underwriting standards as then in effect.
Together with each such substitution, assumption or other agreement or
instrument delivered to the Trustee for execution by it, the Servicer shall
deliver an Officer's Certificate signed by a Servicing Officer stating that the
requirements of this subsection have been met. The Servicer shall notify the
Trustee that any such substitution or assumption agreement has been completed by
forwarding to the Trustee (or at the direction of the Trustee, the Custodian)
the original of such substitution or assumption agreement, which in the case of
the original shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. Any fee collected
by the Servicer for entering into an assumption or substitution of liability
agreement may be retained by the Servicer as additional master servicing
compensation. Notwithstanding the foregoing, to the extent permissible under
applicable law and at the request of the Servicer, the Trustee shall execute and
deliver to the Servicer any powers of attorney and other documents prepared by
the Servicer that are reasonably necessary or appropriate to enable the Servicer
to execute any assumption agreement or modification agreement required to be
executed by the Trustee under this Section 3.13.
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO
Property. (a) The Servicer shall use reasonable efforts to foreclose upon or
otherwise comparably convert the ownership of Mortgaged Properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Servicer shall follow
Customary Servicing Procedures and shall meet the requirements of the insurer
under any Required Insurance Policy; provided, however, that the Servicer may
enter into a special servicing agreement with an unaffiliated Holder of 100%
Percentage Interest of a Class of Class B Certificates or a holder of a class of
securities representing interests in the Class B Certificates alone or together
with other subordinated mortgage pass-through certificates. Such agreement shall
be substantially in the form attached hereto as Exhibit K or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Servicer to commence or delay foreclosure proceedings with respect to delinquent
Mortgage Loans and will contain provisions for the deposit of cash by the holder
that would be available for distribution to Certificateholders if Liquidation
Proceeds are less than they otherwise may have been had the Servicer acted in
accordance with its normal procedures. Notwithstanding the foregoing, the
Servicer shall not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any Mortgaged Property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan after reimbursement to itself of
such expenses and (ii) that such expenses will be recoverable to it through
proceeds of the liquidation of the Mortgage Loan (respecting which it shall have
priority for purposes of withdrawals from the Servicer Custodial Account). Any
such expenditures shall constitute Servicing Advances for purposes of this
Agreement.
The decision of the Servicer to foreclose on a defaulted Mortgage
Loan shall be subject to a determination by the Servicer that the proceeds of
such foreclosure would exceed the costs and expenses of bringing such a
proceeding.
With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer shall ensure
that the title to such REO Property references this Agreement and the Trustee's
capacity hereunder. Pursuant to its efforts to sell such REO Property, the
Servicer shall either itself or through an agent selected by the Servicer
manage, conserve, protect and operate such REO Property in the same manner that
it manages, conserves, protects and operates other foreclosed property for its
own account and in the same manner that similar property in the same locality as
the REO Property is managed. Incident to its conservation and protection of the
interests of the Certificateholders, the Servicer may rent the same, or any part
thereof, as the Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO Property. The
Servicer shall prepare for and deliver to the Trustee a statement with respect
to each REO Property that has been rented, if any, showing the aggregate rental
income received and all expenses incurred in connection with the management and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions;
provided, however, that the Servicer shall have no duty to rent any REO Property
on behalf of the Trust. The net monthly rental income, if any, from such REO
Property shall be deposited in the Servicer Custodial Account no later than the
close of business on each Determination Date. The Servicer shall perform, with
respect to the Mortgage Loans, the tax reporting and withholding required by
Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and, if required by
Section 6050P of the Code with respect to the cancellation of indebtedness by
certain financial entities, by preparing such tax and information returns as may
be required, in the form required. The Servicer shall deliver copies of such
reports to the Trustee.
If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of its
acquisition by the Trust (such period, the "REO Disposition Period") unless (A)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged Property
subsequent to the REO Disposition Period will not result in the imposition of
taxes on "prohibited transactions" (as defined in Section 860F of the Code) on
either the Upper-Tier REMIC or the Lower-Tier REMIC or cause either REMIC to
fail to qualify as a REMIC at any time that any Certificates are outstanding, or
(B) the Trustee (at the Servicer's expense) or the Servicer shall have applied
for, prior to the expiration of the REO Disposition Period, an extension of the
REO Disposition Period in the manner contemplated by Section 856(e)(3) of the
Code. If such an Opinion of Counsel is provided or such an exemption is
obtained, the Trust may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel) for the applicable period.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust shall be rented (or allowed to continue to be rented) or
otherwise used for the production of income by or on behalf of the Trust in such
a manner or pursuant to any terms that would (i) cause such Mortgaged Property
to fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code or (ii) subject either REMIC to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless the Servicer has
agreed to indemnify and hold harmless the Trust with respect to the imposition
of any such taxes. The Servicer shall identify to the Trustee any Mortgaged
Property relating to a Mortgage Loan held by the Trust for 30 months for which
no plans to dispose of such Mortgaged Property by the Servicer have been made.
After delivery of such identification, the Servicer shall proceed to dispose of
any such Mortgaged Property by holding a commercially reasonable auction for
such property.
The income earned from the management of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or
other taxes) in connection with such management and net of unreimbursed
Servicing Fees, Periodic Advances and Servicing Advances, shall be applied to
the payment of principal of and interest on the related defaulted Mortgage Loans
(solely for the purposes of allocating principal and interest, interest shall be
treated as accruing as though such Mortgage Loans were still current) and all
such income shall be deemed, for all purposes in this Agreement, to be payments
on account of principal and interest on the related Mortgage Notes and shall be
deposited into the Servicer Custodial Account. To the extent the net income
received during any calendar month is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Interest Rate
on the related Mortgage Loan for such calendar month, such excess shall be
considered to be a partial prepayment of principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the Servicer for any related unreimbursed Servicing Advances
and Servicing Fees; second, to reimburse the Servicer for any unreimbursed
Periodic Advances and to reimburse the Servicer Custodial Account for any
Nonrecoverable Advances (or portions thereof) that were previously withdrawn by
the Servicer pursuant to Section 3.11(a)(iii) that related to such Mortgage
Loan; third, to accrued and unpaid interest (to the extent no Periodic Advance
has been made for such amount or any such Periodic Advance has been reimbursed)
on the Mortgage Loan or related REO Property, at the Mortgage Rate to the Due
Date occurring in the month in which such amounts are required to be
distributed; and fourth, as a recovery of principal of the Mortgage Loan. Excess
Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be
retained by the Servicer as additional servicing compensation pursuant to
Section 3.17.
(b) The Servicer shall promptly notify the Depositor of any Mortgage
Loan which comes into default. The Depositor shall be entitled, at its option,
to repurchase (i) any such defaulted Mortgage Loan from the Trust Estate if (a)
in the Depositor's judgment, the default is not likely to be cured by the
Mortgagor and (b) such Mortgage Loan is 180 days or more delinquent or (ii) any
Mortgage Loan in the Trust Estate which pursuant to Section 4(b) of the Mortgage
Loan Purchase Agreement the Seller requests the Depositor to repurchase and to
sell to the Seller to facilitate the exercise of the Seller's rights against the
originator or prior holder of such Mortgage Loan. The purchase price for any
such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate (less
the Servicing Fee Rate for such Mortgage Loan) through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
Servicer shall provide to the Trustee the notification required by Section 3.15
and the Trustee or the Custodian shall promptly release to the Depositor the
Mortgage File relating to the Mortgage Loan being repurchased.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Trustee (or, at the
direction of the Trustee, the Custodian) by delivering, or causing to be
delivered, two copies (one of which will be returned to the Servicer with the
Mortgage File) of a Request for Release (which may be delivered in an electronic
format acceptable to the Trustee and the Servicer). Upon receipt of such
request, the Trustee or the Custodian, as applicable, shall within seven
Business Days release the related Mortgage File to the Servicer. The Trustee
shall at the Servicer's direction execute and deliver to the Servicer the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, in each case
provided by the Servicer, together with the Mortgage Note with written evidence
of cancellation thereon. If the Mortgage has been recorded in the name of MERS
or its designee, the Servicer shall take all necessary action to reflect the
release of the Mortgage on the records of MERS. Expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the related Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose
collection under any policy of flood insurance, any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee or the Custodian, as applicable,
shall, upon delivery to the Trustee (or, at the direction of the Trustee, the
Custodian) of a Request for Release signed by a Servicing Officer, release the
Mortgage File within seven Business Days to the Servicer. Subject to the further
limitations set forth below, the Servicer shall cause the Mortgage File so
released to be returned to the Trustee or the Custodian, as applicable, when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Servicer Custodial
Account, in which case the Servicer shall deliver to the Trustee or the
Custodian, as applicable, a Request for Release, signed by a Servicing Officer.
The Trustee shall execute and deliver to the Servicer any powers of
attorney and other documents prepared by the Servicer that are reasonably
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement, upon the request of the Servicer. In
addition, upon prepayment in full of any Mortgage Loan or the receipt of notice
that funds for such purpose have been placed in escrow, the Servicer is
authorized to give, as attorney-in-fact for the Trustee and the mortgagee under
the Mortgage, an instrument of satisfaction (or Assignment of Mortgage without
recourse) regarding the Mortgaged Property relating to such Mortgage Loan, which
instrument of satisfaction or Assignment of Mortgage, as the case may be, shall
be delivered to the Person entitled thereto against receipt of the prepayment in
full. If the Mortgage is registered in the name of MERS or its designee, the
Servicer shall take all necessary action to reflect the release on the records
of MERS. In lieu of executing such satisfaction or Assignment of Mortgage, or if
another document is required to be executed by the Trustee, the Servicer may
deliver or cause to be delivered to the Trustee, for signature, as appropriate,
any court pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.
Section 3.16 Documents, Records and Funds in Possession of the
Servicer to be Held for the Trustee. The Servicer shall transmit to the Trustee
or, at the direction of the Trustee, the Custodian as required by this Agreement
all documents and instruments in respect of a Mortgage Loan coming into the
possession of the Servicer from time to time and shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. The documents constituting the Servicing File shall be held by
the Servicer as custodian and bailee for the Trustee. All Mortgage Files and
funds collected or held by, or under the control of, the Servicer in respect of
any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds, including but not limited to, any funds
on deposit in the Servicer Custodial Account, shall be held by the Servicer for
and on behalf of the Trustee and shall be and remain the sole and exclusive
property of the Trustee, subject to the applicable provisions of this Agreement.
The Servicer also agrees that it shall not knowingly create, incur or subject
any Mortgage File or any funds that are deposited in the Servicer Custodial
Account, Certificate Accounts or any Escrow Account, or any funds that otherwise
are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by the Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Servicer under this
Agreement.
Section 3.17 Servicing Compensation. The Servicer shall be entitled
out of each payment of interest on a Mortgage Loan (or portion thereof) and
included in the Trust Estate to retain or withdraw from the Servicer Custodial
Account an amount equal to the Servicing Fee for such Distribution Date.
Additional servicing compensation in the form of Excess Proceeds,
prepayment penalties, assumption fees, late payment charges and all income and
gain net of any losses realized from Permitted Investments and all other
customary and ancillary income and fees shall be retained by the Servicer to the
extent not required to be deposited in the Servicer Custodial Account pursuant
to Section 3.08(b). The Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided in this
Agreement.
Notwithstanding the foregoing, with respect to the payment of the
Servicing Fee on any Distribution Date, the aggregate Servicing Fee for the
Servicer relating to the Mortgage Loans in a Loan Group for such Distribution
Date shall be reduced (but not below zero) by an amount equal to the lesser of
(a) the Prepayment Interest Shortfall for such Distribution Date relating to the
Mortgage Loans in such Loan Group and (b) one-twelfth of 0.25% of the aggregate
Stated Principal Balance of the Mortgage Loans in such Loan Group for such
Distribution Date (for each Loan Group any such reduction, "Compensating
Interest").
Section 3.18 Annual Statement as to Compliance. The Servicer shall
deliver to the Trustee and each Rating Agency on or before 90 days after the end
of the Servicer's fiscal year, commencing with its 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 either the Upper-Tier REMIC or the Lower-Tier REMIC and, in
either case, such modification, waiver, forbearance or amendment is reasonably
likely to produce a greater recovery with respect to such Mortgage Loan than
would liquidation. Subject to Customary Servicing Procedures, the Servicer may
permit a forbearance for a Mortgage Loan which in the Servicer's judgment is
subject to imminent default.
(c) Any payment of interest, which is deferred pursuant to any
modification, waiver, forbearance or amendment permitted hereunder, shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
or such modification, waiver or amendment so permit.
(d) The Servicer may, as a condition to granting any request by a
Mortgagor for consent, modification, waiver, forbearance or amendment, the
granting of which is within the Servicer's discretion pursuant to the Mortgage
Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Servicer, as additional servicing compensation, a
reasonable or customary fee for the additional services performed in connection
with such request, together with any related costs and expenses incurred by the
Servicer, which amount shall be retained by the Servicer as additional servicing
compensation.
(e) The Servicer shall notify the Trustee, in writing, of any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
and the date thereof, and shall deliver to the Trustee (or, at the direction of
the Trustee, the Custodian) for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver,
forbearance or amendment, promptly (and in any event within ten Business Days)
following the execution thereof; provided, however, that if any such
modification, waiver, forbearance or amendment is required by applicable law to
be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and
(ii) shall deliver to the Trustee such document, with evidence of notification
upon receipt thereof from the public recording office.
Section 3.22 Reports to the Securities and Exchange Commission. The
Trustee shall, on behalf of the Trust, cause to be filed with the Securities and
Exchange Commission any periodic reports required to be filed under the
provisions of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission thereunder, for so long as
any Certificates registered under the 1933 Act are outstanding (other than the
Current Report on Form 8-K to be filed by the Depositor in connection with
computational materials and the initial Current Report on Form 8-K to be filed
by the Depositor in connection with the issuance of the Certificates). Upon the
request of the Trustee, the Servicer and the Depositor shall cooperate with the
Trustee in the preparation of any such report and shall provide to the Trustee
in a timely manner all such information or documentation as the Trustee may
reasonably request in connection with the performance of its duties and
obligations under this Section.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate. Each month, not later than
12:00 noon Eastern time on the Business Day following each Determination Date,
the Servicer shall deliver to the Trustee, a Servicer's Certificate (in
substance and format mutually acceptable to the Servicer and the Trustee)
certified by a Servicing Officer setting forth the information necessary in
order for the Trustee to perform its obligations under this Agreement. The
Trustee may conclusively rely upon the information contained in a Servicer's
Certificate for all purposes hereunder and shall have no duty to verify or
re-compute any of the information contained therein.
Each such statement shall be provided by the Trustee to any Holder
of a Certificate upon request and shall also, to the extent available, include
information regarding delinquencies on Mortgage Loans providing such statement,
indicating the number and aggregate principal amount of Mortgage Loans which are
either one, two, three or more than three months delinquent and the book value
of any REO Property.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based solely
on the information in the Servicer's Certificate, the Trustee shall distribute
out of the Upper-Tier Certificate Account or applicable Certificate Account, as
applicable, (to the extent funds are available therein) to each
Certificateholder of record on the related Record Date (other than as provided
in Section 10.01 respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Regular Certificate (in the event such
Certificateholder owns of record 100% of a Class of Certificates or holds
Certificates of any Class having denominations aggregating $1,000,000 or more),
by wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the
Servicer or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed
on any such Class.
Amounts distributed with respect to any Class of Certificates shall
be applied first to the distribution of interest thereon and then to principal
thereon.
Section 5.02 Priorities of Distributions. (a) On each Distribution
Date, based solely on the information contained in the Servicer's Certificate,
the Trustee shall withdraw from the applicable Certificate Account (to the
extent funds are available therein) (1) the amounts payable to the Trustee
pursuant to Sections 3.11(b)(i) and 3.11(b)(ii) and shall pay such funds to
itself, and (2) the Pool Distribution Amount for each Loan Group, in an amount
as specified in written notice received by the Trustee from the Servicer no
later than the related Determination Date, and shall apply such funds, first, to
distributions in respect of the Uncertificated Lower-Tier Interests as specified
in this Section 5.02(a) for deposit in the Upper-Tier Certificate Account and to
the Class 1-A-LR Certificate, and then from the Upper-Tier Certificate Account
to distributions on the Certificates in the following order of priority and to
the extent of such funds, paying Group 1 solely from the Pool Distribution
Amount for Loan Group 1, paying 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 and the Class 1-A-LR Certificates) of such Group, an amount
allocable to interest equal to the Interest Distribution Amount for such
Class and any shortfall being allocated among such Classes in proportion
to the amount of the Interest Distribution Amount that would have been
distributed in the absence of such shortfall;
(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-LR 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.
On each Distribution Date, each Uncertificated Lower-Tier Interest
shall receive distributions in respect of principal in an amount equal to the
amount of principal distributed to their respective Corresponding Upper-Tier
Class, Classes, Component or Components as provided herein. On each Distribution
Date, each Uncertificated Lower-Tier Interest shall receive distributions in
respect of interest in an amount equal to the Interest Distribution Amounts in
respect of its Corresponding Upper-Tier Class, Classes, Component or Components,
in each case to the extent actually distributed thereon. Such amounts
distributed to the Uncertificated Lower-Tier Interests in respect of principal
and interest with respect to any Distribution Date are referred to herein
collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the aggregate of the Class Certificate Balances and
Component Balances of the respective Corresponding Upper-Tier Class, Classes,
Component or Components. The initial principal balance of each Uncertificated
Lower-Tier Interest equals the aggregate of the Initial Class Certificate
Balances and Initial Component Balances of the respective Corresponding
Upper-Tier Class, Classes, Component or Components.
The pass-through rate with respect to the Class 1-A-L1 Interest,
Class 1-A-L2 Interest, Class 1-A-LUR Interest, Class 2-A-L1 Interest, Class
1-B-L1 Interest, Class 1-B-L2 Interest, Class 1-B-L3 Interest, Class 1-B-L4
Interest, Class 1-B-L5 Interest, Class 1-B-L6 Interest, Class 2-B-L1 Interest,
Class 2-B-L2 Interest, Class 2-B-L3 Interest, Class 2-B-L4 Interest, Class
2-B-L5 Interest and Class 2-B-L6 Interest shall be 6.500% per annum. The
pass-through rate with respect to the Class 3-A-L1 Interest, Class 3-B-L1
Interest, Class 3-B-L2 Interest, Class 3-B-L3 Interest, Class 3-B-L4 Interest,
Class 3-B-L5 Interest and Class 3-B-L6 Interest shall be 6.000% per annum. The
Class 1-A-LPO Interest and Class 2-A-LPO Interest are principal-only interests
and are not entitled to distributions of interest. Any Non-Supported Interest
Shortfalls will be allocated to each Uncertificated Lower-Tier Interest in the
same relative proportions as interest is allocated to such Uncertificated
Lower-Tier Interest.
(b) (i) With respect to the Class A Certificates of Group 1:
On each Distribution Date prior to the Senior Credit Support
Depletion Date for Group 1, the amount distributable to the Group 1-A
Certificates pursuant to Section 5.02(a)(ii) for such Distribution Date,
will be distributed in the following order of priority:
first, concurrently, to the Class 1-A-R and Class 1-A-LR
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero;
second, to the Class 1-A-10 Certificates, up to the Priority
Amount for such Distribution Date, until their Class Certificate
Balance has been reduced to zero;
third, concurrently, until the Class Certificate Balances of
the Class 1-A-1 and Class 1-A-6 Certificates have been reduced to
zero, as follows:
(a) 8.8184118834% to the Class 1-A-1 Certificates;
(b) 70.5472984847% to the Class 1-A-6 Certificates; and
(c) 20.6342896319% to the Class 1-A-8 Certificates;
fourth, concurrently, as follows:
(a) 48.2415623500%, sequentially, to the Class 1-A-2,
Class 1-A-3, Class 1-A-4 and Class 1-A-5 Certificates, in that
order, until their Class Certificate Balances have been
reduced to zero; and
(b) 51.6342896319% to the Class 1-A-8 Certificates,
until their Class Certificate Balance has been reduced to
zero;
fifth, concurrently, to the Class 1-A-9 and Class 1-A-11
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero; and
sixth, to the Class 1-A-10 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 to the Class 3-A-1 Certificates, until their Class
Certificate Balance has 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 1, on
any Distribution Date on which the Class 1-A-11 Loss Allocation Amount is
greater than zero, the Class Certificate Balance of the Class 1-A-11
Certificates will be reduced by the Class 1-A-11 Loss Allocation Amount and,
notwithstanding Section 5.03(a)(ii) and Section 5.03(b), the Class Certificate
Balance of the Class 1-A-9 Certificates will not be reduced by the Class 1-A-11
Loss Allocation Amount.
(f) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier Interest in an amount equal to the amount allocated to its respective
Corresponding Upper-Tier Class, Classes, Component or Components as provided
above.
Section 5.04 Statements to Certificateholders. (a) Prior to the
Distribution Date in each month, based upon the information provided to the
Trustee on the Servicer's Certificates delivered to the Trustee pursuant to
Section 4.01, the Trustee shall determine the following information with respect
to such Distribution Date:
(i) for each Group, the amount allocable to principal, separately
identifying the aggregate amount of any Principal Prepayments and
Liquidation Proceeds included therein;
(ii) for each Group, the amount allocable to interest, 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;
(xiv) for each Loan Group, the aggregate amount of Realized Losses
incurred during the preceding calendar month and for each Group, any Class
A-PO Deferred Amounts for such Distribution Date; and
(xv) the Class 1-A-7 Notional Amount for such Distribution Date
(b) No later than each Distribution Date, the Trustee, based upon
information supplied to it on the Servicer's Certificates, shall prepare and
deliver (by mail, fax or electronically) to each Holder of a Certificate, each
Rating Agency and the Servicer a statement setting forth the information set
forth in Section 5.04(a).
In the case of information furnished pursuant to clauses (i), (ii)
and (ix) of Section 5.04(a), the amounts shall be expressed as a dollar amount
per Certificate with a $1,000 denomination.
On each Distribution Date, the Trustee shall prepare and furnish to
each Financial Market Service, in electronic or such other format and media
mutually agreed upon by the Trustee, the Financial Market Service and the
Depositor, the information contained in the statement described in Section
5.04(a) for such Distribution Date.
The Trustee may make available each month, to any interested party,
the monthly statement to Certificateholders via the Trustee's website.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was the Holder of a Certificate, if requested in writing by such
Person, a statement containing the information set forth in clauses (i), (ii)
and (vii) of Section 5.04(a), in each case aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in force.
The Trustee shall deliver to the Holders of Certificates any reports
or information the Trustee is required by this Agreement or the Code, Treasury
Regulations or REMIC Provisions to deliver to the Holders of Certificates, and
the Trustee shall prepare and provide to the Certificateholders (by mail,
telephone, or publication as may be permitted by applicable Treasury
Regulations) such other reasonable information as the Trustee deems necessary or
appropriate or is required by the Code, Treasury Regulations, and the REMIC
Provisions including, but not limited to, (i) information to be reported to the
Holders of the Residual Certificates for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holders of the Residual
Certificates by the Trustee), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of each
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the Trustee
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of each
REMIC, nothing contained in this Agreement, including without limitation Section
7.03 hereof, shall be interpreted to require the Trustee periodically to
appraise the fair market values of the assets of the Trust Estate or to
indemnify the Trust Estate or any Certificateholders from any adverse federal,
state or local tax consequences associated with a change subsequently required
to be made in the Depositor's initial good faith determinations of such fair
market values (if subsequent determinations are required pursuant to the REMIC
Provisions) made from time to time.
Section 5.05 Tax Returns and Reports to Certificateholders. (a) For
federal income tax purposes, each REMIC shall have a calendar year taxable year
and shall maintain its books on the accrual method of accounting.
(b) The Trustee shall prepare or cause to be prepared, shall execute
and shall file or cause to be filed with the Internal Revenue Service and
applicable state or local tax authorities income tax information returns for
each taxable year with respect to each REMIC containing such information at the
times and in the manner as may be required by the Code, the Treasury Regulations
or state or local tax laws, regulations, or rules, and shall furnish or cause to
be furnished to each REMIC and the Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby.
Within 30 days of the Closing Date, the Trustee shall furnish or cause to be
furnished to the Internal Revenue Service, on Form 8811 or as otherwise required
by the Code or the Treasury Regulations, the name, title, address and telephone
number of the person that Holders of the Certificates may contact for tax
information relating thereto, together with such additional information at the
time or times and in the manner required by the Code or the Treasury
Regulations. Such federal, state, or local income tax or information returns
shall be signed by the Trustee, or such other Person as may be required to sign
such returns by the Code, the Treasury Regulations or state or local tax laws,
regulations, or rules.
(c) In the first federal income tax return of each REMIC for its
short taxable year ending December 31, 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 each REMIC, including but not limited to records relating to the
income, expenses, assets and liabilities of the Trust Estate, and the initial
fair market value and adjusted basis of the Trust Estate property and assets
determined at such intervals as may be required by the Code or the Treasury
Regulations, as may be necessary to prepare the foregoing returns, schedules,
statements or information.
Section 5.06 Tax Matters Person. The Tax Matters Person shall have
the same duties with respect to each REMIC as those of a "tax matters partner"
under Subchapter C of Chapter 63 of Subtitle F of the Code. The Holder of the
Class 1-A-R Certificate is hereby designated as the Tax Matters Person for the
Upper-Tier REMIC. The Holder of the Class 1-A-LR Certificate is hereby
designated as the Tax Matters Person for the Lower-Tier REMIC. By their
acceptance of the Class 1-A-R or Class 1-A-LR Certificate, as applicable, each
such Holder irrevocably appoints the Trustee as its agent to perform all of the
duties of the Tax Matters Person for the Upper-Tier REMIC and the Lower-Tier
REMIC
Section 5.07 Rights of the Tax Matters Person in Respect of the
Trustee. The Trustee shall afford the Tax Matters Person, upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Trustee shall make available to the Tax Matters Person
such books, documents or records relating to the Trustee's services hereunder as
the Tax Matters Person shall reasonably request. The Tax Matters Person shall
not have any responsibility or liability for any action or failure to act by the
Trustee and is not obligated to supervise the performance of the Trustee under
this Agreement or otherwise.
Section 5.08 REMIC Related Covenants. For as long as the Trust shall
exist, the Trustee, the Depositor and the Servicer shall act in accordance
herewith to assure continuing treatment of the Upper-Tier REMIC and the
Lower-Tier REMIC as REMICs and avoid the imposition of tax on either REMIC. In
particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in either REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates, the Components, the
Residual Certificates and the Uncertificated Lower-Tier Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor and
the Servicer shall not contribute to the Trust Estate and the Trustee shall not
accept property unless substantially all of the property held in either REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to each REMIC after the start-up day unless such contribution would
not subject the Trust Estate to the 100% tax on contributions to a REMIC after
the start-up day of the REMIC imposed by Code Section 860G(d).
(c) The Trustee shall not accept on behalf of either REMIC any fee
or other compensation for services and neither the Trustee nor the Servicer
shall knowingly accept, on behalf of the Trust Estate any income from assets
other than those permitted to be held by a REMIC.
(d) The Trustee shall not sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.04
or 3.14(b)), unless such sale is pursuant to a "qualified liquidation" of the
applicable REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with
Article X.
(e) The Trustee shall maintain books with respect to the Trust and
each REMIC on a calendar year taxable year and on an accrual basis.
Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on either REMIC and will not disqualify the Trust Estate from treatment
as two REMICs; and, provided further, that the Servicer shall have demonstrated
to the satisfaction of the Trustee that such action will not adversely affect
the rights of the Holders of the Certificates and the Trustee and that such
action will not adversely impact the rating of the Certificates.
Section 5.09 Determination of LIBOR. On each Rate Determination Date
for a Class of LIBOR Certificates, the Trustee shall determine LIBOR for the
applicable Distribution Date on the basis of the British Bankers' Association
("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as
found on Telerate page 3750 as of 11:00 A.M. London time on such Rate
Determination Date. As used herein, "Telerate page 3750" means the display
designated as page 3750 on the Bridge Telerate Service.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Trustee is unable to determine LIBOR on the basis of the method set forth in
the preceding paragraph, LIBOR for the applicable Distribution Date will be
whichever is higher of (x) LIBOR as determined on the previous Rate
Determination Date for such Class of LIBOR Certificates or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the
Trustee determines to be either (A) the arithmetic mean (rounding such
arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of
the one-month U.S. Dollar lending rates that New York City banks selected by the
Trustee are quoting, on the relevant Rate Determination Date, to the principal
London offices of at least two leading banks in the London interbank market or
(B) in the event that the Trustee can determine no such arithmetic mean, the
lowest one-month U.S. Dollar lending rate that the New York City banks selected
by the Trustee are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Trustee is required but is unable to determine the Reserve Interest Rate in
the manner provided in the preceding paragraph, LIBOR for the applicable
Distribution Date will be LIBOR as determined on the previous Rate Determination
Date for such Class of LIBOR Certificates, or, in the case of the first Rate
Determination Date, 1.88% per annum.
The establishment of LIBOR by the Trustee and the Trustee's
subsequent calculation of the rates of interest applicable to each of the LIBOR
Certificates in the absence of manifest error, will be final and binding. After
a Rate Determination Date, the Trustee shall provide the Pass-Through Rates of
the LIBOR Certificates for the related Distribution Date to Beneficial Owners or
Holders of LIBOR Certificates who place a telephone call to the Trustee at (212)
328-7587 and make a request therefor.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits A-1-A-1, A-1-A-2, A-1-A-3, A-1-A-4, A-1-A-5, A-1-A-6, A-1-A-7,
A-1-A-8, A-1-A-9, A-1-A-10, A-1-A-11, A-1-A-R, A-1-A-LR, A-2-A-1, A-3-A-1,
A-A-PO, B-1-B-1, B-1-B-2, B-1-B-3, B-1-B-4, B-1-B-5, B-1-B-6, B-2-B-1, B-2-B-2,
B-2-B-3, B-2-B-4, B-2-B-5, B-2-B-6, B-3-B-1, B-3-B-2, B-3-B-3, B-3-B-4, B-3-B-5,
B-3-B-6 and C (reverse of all Certificates) and shall, on original issue, be
executed by the Trustee and shall be countersigned and delivered by the Trustee
to or upon the order of the Depositor upon receipt by the Trustee of the
documents specified in Section 2.01. The Senior Certificates (other than the
Class 1-A-R, Class 1-A-LR and Class A-PO Certificates) shall be available to
investors in interests representing minimum dollar Certificate Balances (or
notional amounts) of $1,000 and integral multiples of $1 in excess thereof. The
Subordinate Certificates and the Class A-PO Certificates shall be available to
investors in interests representing minimum dollar Certificate Balances of
$25,000 and integral dollar multiples of $1 in excess thereof. The Class 1-A-R
and Class 1-A-LR Certificates shall be in a minimum denomination of $50. The
Senior Certificates (other than the Class 1-A-R and Class 1-A-LR Certificates)
and the Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 2-B-1, Class 2-B-2, Class
2-B-3, Class 3-B-1, Class 3-B-2 and Class 3-B-3 Certificates shall initially be
issued in book-entry form through the Depository and delivered to the Depository
or, pursuant to the Depository's instructions on behalf of the Depository to,
and deposited with, the Certificate Custodian, and all other Classes of
Certificates shall initially be issued in definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually countersigned by the Trustee substantially in the form provided for
herein, and such countersignature upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their countersignature.
Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at an office or agency in the city in
which the Corporate Trust Office of the Trustee is located a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or its attorney duly
authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name of the
Depository or its nominee and at all times: (A) registration of the Certificates
may not be transferred by the Trustee except to another Depository; (B) the
Depository shall maintain book-entry records with respect to the Certificate
Owners and with respect to ownership and transfers of such Book-Entry
Certificates; (C) ownership and transfers of registration of the Book-Entry
Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (D) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (E)
the Trustee shall deal with the Depository as the representative of the
Certificate Owners of the Book-Entry Certificates for purposes of exercising the
rights of Holders under this Agreement, and requests and directions for and
votes of the Depository shall not be deemed to be inconsistent if they are made
with respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the Depository
with respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal
procedures.
(iii) If (A) (1) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and (2) the Trustee or the
Depositor is unable to locate a qualified successor, (B) the Depositor at
its option advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository 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 "A2" by Moody's and "A"
by Fitch or (ii) whose serving as Trustee hereunder would not result in the
lowering of the ratings originally assigned to any Class of Certificates. The
Trustee shall not be an affiliate of the Depositor or the Servicer. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.05, the combined
capital and surplus of such corporation or banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provision of this Section 9.05, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.06.
Section 9.06 Resignation and Removal of Trustee. The Trustee may at
any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Servicer and mailing a copy of such notice to all
Holders of record. The Trustee shall also mail a copy of such notice of
resignation to each Rating Agency. Upon receiving such notice of resignation,
the Servicer shall use their best efforts to promptly appoint a mutually
acceptable successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.05 and shall fail to resign after written
request therefor by the Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Servicer
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor.
The Holders of Certificates evidencing not less than 50% of the
Voting Rights may at any time remove the Trustee by written instrument or
instruments delivered to the Servicer and the Trustee; the Servicer shall
thereupon use their best efforts to appoint a mutually acceptable successor
Trustee in accordance with this Section 9.06.
Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.06 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 9.07.
Section 9.07 Successor Trustee. Any successor Trustee appointed as
provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall duly assign, transfer,
deliver and pay over to the successor Trustee the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee in the administration
hereof as may be reasonably requested by the successor Trustee and shall
thereupon be discharged from all duties and responsibilities under this
Agreement; provided, however, that if the predecessor Trustee has been
terminated pursuant to the third paragraph of Section 9.06, all reasonable
expenses of the predecessor Trustee incurred in complying with this Section 9.07
shall be reimbursed by the Trust.
No successor Trustee shall accept appointment as provided in this
Section 9.07 unless at the time of such appointment such successor Trustee shall
be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee as provided in
this Section 9.07, the Servicer shall cooperate to mail notice of the succession
of such Trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency. If the Servicer
fail to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Servicer.
Section 9.08 Merger or Consolidation of Trustee. Any corporation or
banking association into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation or banking association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or banking association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, if such corporation or banking association
is eligible under the provisions of Section 9.05, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 9.09 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the Servicer and
the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee as
co-trustee or separate trustee of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity, such title to the Trust
Estate, or any part thereof, and, subject to the other provision of this Section
9.09, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within ten days after the receipt by it of a request
to do so, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.05 and no notice to Holders
of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 9.07.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.09, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee. No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; provided, however, that no appointment
of a co-trustee or separate trustee hereunder shall relieve the Trustee of its
obligations hereunder.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged a
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 9.10 Authenticating Agents. The Trustee may appoint one or
more authenticating agents ("Authenticating Agents") which shall be authorized
to act on behalf of the Trustee in authenticating or countersigning
Certificates. Initially, the Authenticating Agent shall be The Bank of New York
Wherever reference is made in this Agreement to the authentication or
countersigning of Certificates by the Trustee or the Trustee's certificate of
authentication or countersigning, such reference shall be deemed to include
authentication or countersigning on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication or countersignature executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent must be
acceptable to the Servicer and must be a corporation or banking association
organized and doing business under the laws of the United States of America or
of any State, having a principal office and place of business in New York, New
York, having a combined capital and surplus of at least $15,000,000, authorized
under such laws to do a trust business and subject to supervision or examination
by Federal or State authorities.
Any corporation or banking association into which any Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Servicer. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Servicer. Upon receiving
a notice of resignation or upon such a termination, or in case, at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicer and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.
Section 9.11 Trustee's Fees and Expenses. The Trustee, as
compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date an amount equal to the Trustee Fee for such Distribution Date
pursuant to Section 5.02(a). The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust and held harmless against
any loss, liability or expense (including reasonable attorney's fees) (a)
incurred in connection with any claim or legal action relating to (i) this
Agreement, (ii) the Certificates, or (iii) the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of any of the Trustee's duties hereunder, (b) resulting from any tax
or information return which was prepared by, or should have been prepared by,
the Servicer and (c) arising out of the transfer of any Private Certificate not
in compliance with ERISA. Such indemnity shall survive the termination of this
Agreement or the resignation or removal of the Trustee hereunder. Without
limiting the foregoing, except as otherwise agreed upon in writing by the
Depositor and the Trustee, and except for any such expense, disbursement or
advance as may arise from the Trustee's gross negligence, bad faith or willful
misconduct, the Trust shall reimburse the Trustee for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Agreement to the extent permitted by Treasury
Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the
Depositor and the Trustee intend to enter into a separate agreement for
custody-related services. Except as otherwise provided herein, the Trustee shall
not be entitled to payment or reimbursement for any routine ongoing expenses
incurred by the Trustee in the ordinary course of its duties as Trustee,
Certificate Registrar or Paying Agent hereunder or for any other expenses.
Section 9.12 Appointment of Custodian. The Trustee may at any time
on or after the Closing Date, with the consent of the Depositor and the
Servicer, appoint one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a custodial agreement
in a form acceptable to the Depositor and the Servicer. Subject to this Article
IX, the Trustee agrees to comply with the terms of each Custodial Agreement and
to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File.
Section 9.13 Paying Agents. The Trustee may appoint one or more
Paying Agents (each, a "Paying Agent") which shall be authorized to act on
behalf of the Trustee in making withdrawals from the Certificate Accounts and
distributions to Certificateholders as provided in Section 3.08 and Section
5.02. Wherever reference is made in this Agreement to the withdrawal from either
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Initially, the
Paying Agent shall be The Bank of New York. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
applicable Certificate Account as the Trustee shall request from time to time.
Each Paying Agent must be reasonably acceptable to the Servicer and must be a
corporation or banking association organized and doing business under the laws
of the United States of America or of any state, having (except in the case of
the Trustee) a principal office and place of business in New York, New York,
having a combined capital and surplus of at least $15,000,000, authorized under
such laws to do a trust business and subject to supervision or examination by
federal or state authorities.
Any corporation into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Paying Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent provided that such
corporation after the consummation of such merger, conversion, consolidation or
succession meets the eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer; provided that the Paying Agent
has returned to the applicable Certificate Account or otherwise accounted, to
the reasonable satisfaction of the Trustee, for all amounts it has withdrawn
from such Certificate Account. The Trustee may, upon prior written approval of
the Servicer, at any time terminate the agency of any Paying Agent by giving
written notice of termination to such Paying Agent and to the Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time any Paying Agent shall cease to be eligible in accordance with the
provisions of the first paragraph of this Section 9.13, the Trustee may appoint,
upon prior written approval of the Servicer, a successor Paying Agent, shall
give written notice of such appointment to the Servicer and shall mail notice of
such appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.
Section 9.14 Limitation of Liability. The Certificates are executed
by the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it by
this Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such preceding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee. Any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursement and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Certificateholders in respect of which such
judgment has been recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default or
other default by the Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.
Section 9.17 Waiver of Bond Requirement. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement. The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective
obligations and responsibilities of the Depositor, the Servicer and the Trustee
created hereby (other than the obligation of the Trustee to make certain
payments to Certificateholders after the Final Distribution Date and to send
certain notices as hereinafter set forth and the obligations of the Trustee
pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date pursuant to
this Article X following the earlier of (a) the purchase by the Depositor of all
Mortgage Loans and all REO Property at a price equal to the sum of (i) 100% of
the Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan
as to which REO Property has been acquired and whose fair market value is
included pursuant to clause (ii) below) and (ii) the fair market value of such
REO Property relating (as determined by the Depositor as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the fourth
paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any
Class of Certificates and Component Unpaid Interest Shortfall for any Component
as well as one month's interest at the related Mortgage Rate on the Stated
Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which
REO Property has been acquired) or (b) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Estate or the disposition of all REO Property.
Regardless of the foregoing, in no event shall the Trust created
hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date hereof.
The right of the Depositor to repurchase all of the Mortgage Loans
is conditioned upon the Pool Stated Principal Balance of the Mortgage Loans as
of such Final Distribution Date being less than 10% of the Cut-off Date Pool
Principal Balance. If such right is exercised, the Trustee shall, promptly
following payment of the purchase price, release to the Depositor or its
designee the Mortgage Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and for cancellation, shall be given promptly
by the Depositor (if exercising its right to purchase the assets of the Trust)
or by the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying (1) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final payment and (3)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. If the
Depositor is obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Trustee and the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Depositor, the Depositor shall deposit in the applicable Certificate Account
on or before the Final Distribution Date in immediately available funds an
amount equal to the amount necessary to make the amount, if any, on deposit in
such Certificate Account on the Final Distribution Date equal to the purchase
price for the related assets computed as above provided together with a
statement as to the amount to be distributed on each Class of Certificates
pursuant to the next succeeding paragraph.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each Class, in the order
set forth in Section 5.02 hereof, on the Final Distribution Date and in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (I) as to each Class of
Certificates, the Class Certificate Balance thereof plus (a) accrued interest
thereon in the case of an interest bearing Certificate and (b) the applicable
Class A-PO Deferred Amount with respect to the Class A-PO Components, and (II)
as to the Class 1-A-R or Class 1-A-LR Certificates, the amounts, if any, which
remain on deposit in the Upper-Tier Certificate Accounts and the Lower Tier
Certificate Account, respectively (other than the amounts retained to meet
claims) after application pursuant to clause (I) above. An amount shall be
distributed in respect of interest and principal to the Uncertificated
Lower-Tier Interests in the same amounts as distributed to their Corresponding
Upper-Tier Class or Classes.
If all of the Certificateholders do not surrender their Certificates
for final payment and cancellation on or before the Final Distribution Date, the
Trustee shall on such date cause all funds in the applicable Certificate Account
not distributed in final distribution to Certificateholders of such Group to
continue to be held by the Trustee in an Eligible Account for the benefit of
such Certificateholders and the Depositor (if it exercised its right to purchase
the assets of the Trust Estate) or the Trustee (in any other case) shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such Eligible Account.
Section 10.02 Additional Termination Requirements. (a) If the
Depositor exercises its purchase option as provided in Section 10.01, the Trust
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that the
failure of the Trust to comply with the requirements of this Section 10.02 will
not (i) result in the imposition of taxes on "prohibited transactions" of the
Trust as defined in Section 860F of the Code, or (ii) cause the Trust Estate to
fail to qualify as two separate REMICs at any time that any Certificates are
outstanding:
(i) within 90 days prior to the Final Distribution Date set forth in
the notice given by the Depositor under Section 10.01, the Trustee shall
sell all of the assets of the Trust Estate to the Depositor for cash; and
(ii) the notice given by the Depositor or the Trustee pursuant to
Section 10.01 shall provide that such notice constitutes the adopting of a
plan of complete liquidation of the Upper-Tier REMIC and the Lower-Tier
REMIC as of the date of such notice (or, if earlier, the date on which
such notice was mailed to Certificateholders). The Trustee shall also
specify such date in the final tax return of the Upper-Tier REMIC and the
Lower-Tier REMIC.
(b) By their acceptance of the Residual Certificates, the Holders
thereof hereby agree to take such other action in connection with such plan of
complete liquidation as may be reasonably requested by the Depositor.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Servicer and the Trustee without the consent of any
of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct
or supplement any provisions herein or therein which may be inconsistent with
any other provisions of this Agreement, any amendment to this Agreement or the
related Prospectus Supplement, (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Upper-Tier REMIC and the Lower-Tier REMIC as REMICs at all times that any
Certificates of the Related Group are outstanding or to avoid or minimize the
risk of the imposition of any tax on either REMIC pursuant to the Code that
would be a claim against the Trust Estate, provided that (a) the Trustee has
received an Opinion of Counsel to the effect that such action is necessary or
desirable to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action shall not, as evidenced by such
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, (iv) to change the timing and/or nature of deposits into
either Certificate Account provided that (a) such change shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Senior Certificates, the Class 1-B-1 Certificates,
the Class 1-B-2 Certificates, the Class 1-B-3 Certificates, the Class 1-B-4
Certificates, the Class 1-B-5 Certificates, the Class 2-B-1 Certificates, the
Class 2-B-2 Certificates, the Class 2-B-3 Certificates, the Class 2-B-4
Certificates, the Class 2-B-5 Certificates, the Class 3-B-1 Certificates, the
Class 3-B-2 Certificates, the Class 3-B-3 Certificates, the Class 3-B-4
Certificates or the Class 3-B-5 Certificates as evidenced by a letter from each
Rating Agency rating such Certificates to such effect, and (v) to reduce the
percentage of the Pool Stated Principal Balance of a Loan Group at which the
Depositor will have the option to purchase all the remaining Mortgage Loans in
accordance with Section 10.01, provided that such reduction is considered
necessary by the Depositor, as evidenced by an Officer's Certificate delivered
to the Trustee, to preserve the treatment of the transfer of the Mortgage Loans
of such Loan Group to the Depositor by the Seller or to the Trust by the
Depositor as sale for accounting purposes, and (vi) to make any other provisions
with respect to matters or questions arising under this Agreement which shall
not be materially inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder, provided
that the amendment shall not be deemed to adversely affect in any material
respect the interests of the Certificateholders and no Opinion of Counsel to
that effect shall be required if the Person requesting the amendment obtains a
letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates.
This Agreement may also be amended from time to time by the
Depositor, the Servicer and the Trustee, with the consent of the Holders of
Certificates of each Class of Certificates which is affected by such amendment,
evidencing, as to each such Class of Certificates, Percentage Interests
aggregating not less than 66-2/3%, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of such Certificates;
provided, however, that no such amendment shall (A) reduce in any manner the
amount of, or delay the timing of, collections of payments on Mortgage Loans or
distributions which are required to be made on any Certificate without the
consent of the Holder of such Certificate or (B) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders of
all Certificates then Outstanding.
Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee with an Opinion of Counsel stating whether such amendment
would adversely affect the qualification of the Upper-Tier REMIC or the
Lower-Tier REMIC as REMICs and notice of the conclusion expressed in such
Opinion of Counsel shall be included with any such solicitation. An amendment
made with the consent of all Certificateholders and executed in accordance with
this Section 11.01 shall be permitted or authorized by this Agreement
notwithstanding that such Opinion of Counsel may conclude that such amendment
would adversely affect the qualification of the Upper-Tier REMIC or the
Lower-Tier REMIC as REMICs.
Promptly after the execution of any such amendment or consent the
Trustee shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.
It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Trustee may prescribe.
Section 11.02 Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer and at its expense on direction by the Trustee, who will act at the
direction of Holders of Certificates evidencing not less than 50% of all Voting
Rights, but only upon direction of the Trustee accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as provided herein, and unless also
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of each Class of Certificates affected thereby shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 Notices. All demands, notices, instructions,
directions, requests and communications required to be delivered hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (provided,
however, that notices to the Trustee may be delivered by facsimile and shall be
deemed effective upon receipt ) to (a) in the case of the Depositor, Bank of
America Mortgage Securities, Inc., 101 South Tryon Street, Charlotte, North
Carolina 28255, Attention: General Counsel and Chief Financial Officer, (b) in
the case of the Servicer, Bank of America, N.A., 101 East Main Street, Suite
400, Louisville, Kentucky 40206-5318, Attention: Servicing Manager, with a copy
to: Bank of America, N.A. 101 South Tryon Street, Charlotte, North Carolina
28255, Attention: General Counsel and Chief Financial Officer, (c) in the case
of the Trustee, 5 Penn Plaza - 16th Floor, New York, New York 10001, Attention:
Corporate Trust - MBS Group (Fax: (212) 328-7620), (d) in the case of Moody's,
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attn: Residential Mortgage Monitoring Group, and (e) in the case of Fitch, Fitch
Ratings, One State Street Plaza, New York, New York 10004, Attn: Residential
Mortgage Surveillance Group; or, as to each party, at such other address as
shall be designated by such party in a written notice to each other party. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.
Section 11.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 11.07 Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Estate, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Estate or for any reason whatsoever, and that Certificates
upon execution, countersignature and delivery thereof by the Trustee pursuant to
Section 6.01 are and shall be deemed fully paid.
Section 11.08 Access to List of Certificateholders. The Certificate
Registrar will furnish or cause to be furnished to the Trustee, within 15 days
after the receipt of a request by the Trustee in writing, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to Certificateholders.
If three or more Certificateholders apply in writing to the Trustee,
and such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 11.09 Recharacterization. The parties to this Agreement
intend the conveyance by the Depositor to the Trustee of all of its right, title
and interest in and to the Mortgage Loans pursuant to this Agreement to
constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to
the extent that such conveyance is held not to constitute a sale under
applicable law, it is intended that this Agreement shall constitute a security
agreement under applicable law and that the Depositor shall be deemed to have
granted to the Trustee a first priority security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans.
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused this Agreement to be duly executed by their respective officers thereunto
duly authorized to be hereunto affixed, all as of the day and year first above
written.
BANK OF AMERICA MORTGAGE
SECURITIES, INC.,
as Depositor
By:_____________________________________
Name: Judy Ford
Title: Vice President
BANK OF AMERICA, N.A.,
as Servicer
By:_____________________________________
Name: Robert J. DeBenedet
Title: Senior Vice President
THE BANK OF NEW YORK,
as Trustee
By:_____________________________________
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
)
On the 26th day of March, 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 26th day of March, 2002, before me, a notary public in and
for the State of North Carolina, personally appeared Judy Ford, known to me who,
being by me duly sworn, did depose and say that she is the Vice President of
Bank of America Mortgage Securities, Inc. a Delaware corporation, one of the
parties that executed the foregoing instrument; and that he/she signed his/her
name thereto by order of the Board of Directors of such corporation.
_________________________________________
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 26th day of March, 2002, before me, a notary public in and
for the State of North Carolina, personally appeared Robert J. DeBenedet, known
to me who, being by me duly sworn, did depose and say that he is the Senior Vice
President of Bank of America, N.A., a national banking association, one of the
parties that executed the foregoing instrument; and that he signed her name
thereto by order of the Board of Directors of such corporation.
_________________________________________
Notary Public
[Notarial Seal]
My commission expires ____________.
EXHIBIT A-1-A-1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $15,483,666.00
Pass-Through Rate: Floating
CUSIP No.: 06050H EE 4
ISIN No.: US06050HEE45
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to the Distribution Date in
April 2002 will be 2.380% per annum, and on each subsequent Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-2
[FORM OF FACE OF CLASS 1-A-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,653,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EF 1
ISIN No.: US06050HEF10
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-3
[FORM OF FACE OF CLASS 1-A-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,103,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EG 9
ISIN No.: US06050HEG92
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-4
[FORM OF FACE OF CLASS 1-A-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,210,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EH 7
ISIN No.: US06050HEH75
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-5
[FORM OF FACE OF CLASS 1-A-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,868,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EJ 3
ISIN No.: US06050HEJ32
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-6
[FORM OF FACE OF CLASS 1-A-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $123,869,334.00
Pass-Through Rate: 6.250%
CUSIP No.: 06050H EK 0
ISIN No.: US06050HEK05
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-7
[FORM OF FACE OF CLASS 1-A-7 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
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 NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $15,483,666.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 06050H EL 8
ISIN No.: US06050HEL87
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage
Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement, dated March 26, 2002 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
This Class 1-A-7 Certificate is not entitled to any distributions with
respect to principal on the Mortgage Loans in the Trust.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
The Pass-Through Rate applicable with respect to the Distribution Date in
April 2002 will be 6.120% per annum, and on each subsequent Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-8
[FORM OF FACE OF CLASS 1-A-8 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $50,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EM 6
ISIN No.: US06050HEM60
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-9
[FORM OF FACE OF CLASS 1-A-9 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
Class 1-A-9
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
Class 1-A-9
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $13,260,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EN 4
ISIN No.: US06050HEN44
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-10
[FORM OF FACE OF CLASS 1-A-10 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
Class 1-A-10
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
Class 1-A-10
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $24,800,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EP 9
ISIN No.: US06050HEP91
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-11
[FORM OF FACE OF CLASS 1-A-11 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
Class 1-A-11
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 1-A-9 CERTIFICATES WILL BE BORNE BY THE
CLASS 1-A-11 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
Class 1-A-11
evidencing an interest in a Trust consisting primarily of three loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $155,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H FS 2
ISIN No.: US06050HFS22
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,545,650.00
CUSIP No.: 06050H EU 8
ISIN No.: US06050HEU86
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $50.00
Initial Class Certificate
Balance of this Class: $50.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EQ 7
ISIN No.: US06050HEQ74
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Any distribution of the proceeds of any remaining assets of the
Certificate Account will be made only upon presentment and surrender of this
Class 1-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 1-A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
1-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee; (ii) no Person shall acquire an
ownership interest in this Class 1-A-R Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 1-A-R Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form of
Exhibit I to the Pooling and Servicing Agreement; (iv) notwithstanding the
delivery of an affidavit by a proposed transferee under clause (iii) above, if a
Responsible Officer of the Trustee has actual knowledge that the proposed
transferee is not a Permitted Transferee, no transfer of any Ownership Interest
in this Residual Certificate to such proposed transferee shall be effected; (v)
this Residual Certificate may not be purchased by or transferred to any Person
that is not a U.S. Person, unless (A) such Person holds this Residual
Certificate in connection with the conduct of a trade or business within the
United States and furnishes the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Trustee an Opinion of Counsel
from a nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of this Residual Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class 1-A-R Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class 1-A-R Certificate in violation of such restrictions, then the
Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT 1-A-LR
[FORM OF FACE OF CLASS 1-A-LR CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
Class 1-A-LR
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CLASS 1-A-LR CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
Class 1-A-LR
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of 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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $50.00
Initial Class Certificate
Balance of this Class: $50.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H ER 5
ISIN No.: US06050HER57
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 March 26, 2002 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Any distribution of the proceeds of any remaining assets of the
Certificate Account will be made only upon presentment and surrender of this
Class 1-A-LR Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 1-A-LR Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
1-A-LR Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-LR Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee; (ii) no Person shall acquire an
ownership interest in this Class 1-A-LR Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 1-A-LR Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form of
Exhibit I to the Pooling and Servicing Agreement; (iv) notwithstanding the
delivery of an affidavit by a proposed transferee under clause (iii) above, if a
Responsible Officer of the Trustee has actual knowledge that the proposed
transferee is not a Permitted Transferee, no transfer of any Ownership Interest
in this Residual Certificate to such proposed transferee shall be effected; (v)
this Residual Certificate may not be purchased by or transferred to any Person
that is not a U.S. Person, unless (A) such Person holds this Residual
Certificate in connection with the conduct of a trade or business within the
United States and furnishes the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Trustee an Opinion of Counsel
from a nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of this Residual Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class 1-A-LR Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class 1-A-LR Certificate in violation of such restrictions, then
the Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-2-A-1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $147,189,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H ES 3
ISIN No.: US06050HES31
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-3-A-1
[FORM OF FACE OF CLASS 3-A-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $108,627,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H ET 1
ISIN No.: US06050HET14
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,103,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EV 6
ISIN No.: US06050HEV69
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,490,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EW 4
ISIN No.: US06050HEW43
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $869,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EX 2
ISIN No.: US06050HEX26
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $496,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H FH 6
ISIN No.: US06050HFH66
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $373,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H FJ 2
ISIN No.: US06050HFJ23
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $496,675.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H FK 9
ISIN No.: US06050HFK95
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,443,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EY 0
ISIN No.: US06050HEY09
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,214,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H EZ 7
ISIN No.: US06050HEZ73
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $684,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H FA 1
ISIN No.: US06050HFA14
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $303,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H FL 7
ISIN No.: US06050HFL78
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $228,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H FM 5
ISIN No.: US06050HFM51
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $304,441.00
Pass-Through Rate: 6.500%
CUSIP No.: 06050H FN 3
ISIN No.: US06050HFN35
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $771,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H FB 9
ISIN No.: US06050HFB96
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $275,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H FC 7
ISIN No.: US06050HFC79
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $166,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H FD 5
ISIN No.: US06050HFD52
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $110,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H FP 8
ISIN No.: US06050HFP82
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $110,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H FQ 6
ISIN No.: US06050HFQ65
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 2002-3
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 2002-3
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: March 1, 2002
First Distribution Date: April 25, 2002
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $110,613.00
Pass-Through Rate: 6.000%
CUSIP No.: 06050H FR 4
ISIN No.: US06050HFR49
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 March 26, 2002 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
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 Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date thereof.
Any term used herein that is defined in the Pooling and Servicing
Agreement shall have the meaning assigned in the Pooling and Servicing
Agreement, and nothing herein shall be deemed inconsistent with that meaning.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
THE BANK OF NEW YORK,
as Trustee
By______________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [___] Certificates referred to in the Pooling and
Servicing Agreement referenced herein.
THE BANK OF NEW YORK,
as Trustee
By______________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________ for the
account of ___________________, account number _________________________, or, if
mailed by check, to Applicable statements should be mailed to __________________
This information is provided by , the assignee named above, or , as its
agent.
EXHIBIT D-1
LOAN GROUP 1 MORTGAGE LOAN SCHEDULE
BANK OF AMERICA MORTGAGE SECURITIES, INC.
BAMSI 2002-3: GROUP 1
MORTGAGE LOAN SCHEDULE
LOAN PROPERTY LOAN DOC ORIG ORIGINAL INTEREST
NUMBER TYPE OCCUPANCY PURPOSE TYPE LTV PB RATE
------ -------- --------- ------- ---- ---- -------- --------
6455649969 PUD Primary Refinance Reduced 71.77 567,000 7.125
6728379212 PUD Primary Purchase Reduced 76.39 425,900 6.375
6818122761 PUD Primary Purchase Rapid 80.00 392,000 6.250
6273358991 Single Family Primary Cash-out Refinance Standard 75.00 495,000 7.250
6344552341 Single Family Primary Refinance Reduced 79.38 385,000 6.750
6517211956 PUD Primary Purchase Standard 95.00 391,400 8.125
6573732168 PUD Primary Refinance Standard 65.66 469,500 7.000
6911496823 Single Family Primary Purchase Standard 80.00 392,000 7.375
6017585131 Single Family Primary Refinance Reduced 77.48 387,800 6.875
6217959201 Single Family Primary Purchase Reduced 80.00 354,000 7.500
6379532747 PUD Primary Refinance Reduced 79.28 333,000 6.875
6418486046 PUD Primary Refinance Standard 71.06 522,300 7.000
6672260715 Single Family Primary Cash-out Refinance Reduced 80.00 400,000 7.375
6687198199 PUD Primary Purchase Reduced 95.00 373,350 7.625
6737237278 Single Family Primary Refinance All Ready Home 75.41 565,600 7.000
6791951442 PUD Primary Purchase Rapid 69.23 450,000 6.750
6805175160 PUD Primary Purchase Standard 80.00 320,000 7.250
6844498060 PUD Primary Refinance Standard 74.94 323,773 6.500
6851245313 Single Family Primary Cash-out Refinance Reduced 55.12 500,000 6.750
6865330051 Condominium Secondary Purchase Rapid 79.99 623,900 7.125
6878971206 PUD Primary Refinance Rapid 71.91 618,500 7.000
6019641361 Single Family Primary Cash-out Refinance Standard 44.58 535,000 6.625
6044821533 Single Family Primary Cash-out Refinance Rapid 75.00 363,750 7.250
6131858273 PUD Primary Purchase Standard 80.00 391,200 7.125
6224762200 Single Family Primary Purchase Rapid 80.00 492,000 7.250
6434130107 Single Family Primary Refinance Reduced 56.86 410,000 7.125
6442455207 Single Family Primary Refinance Rapid 66.57 486,011 7.000
6509287311 Single Family Primary Cash-out Refinance Standard 77.77 364,000 7.375
6596489309 Single Family Primary Purchase Standard 80.00 524,480 6.625
6664486815 Single Family Primary Cash-out Refinance Reduced 69.58 417,500 6.750
6680380794 Single Family Primary Cash-out Refinance Rapid 60.18 325,000 6.625
6684858993 Single Family Primary Purchase Reduced 80.00 388,000 6.875
6738156055 Single Family Primary Purchase Reduced 79.99 346,499 7.250
6799105025 Single Family Primary Purchase Standard 79.99 404,051 6.875
6806657273 Single Family Primary Refinance Reduced 70.08 403,000 6.875
6806798069 Single Family Primary Cash-out Refinance Standard 65.66 306,000 7.250
6902270336 PUD Primary Purchase Reduced 80.00 420,000 6.750
6495076215 PUD Secondary Cash-out Refinance Rapid 46.75 397,400 7.000
6003868889 High-Rise Condo Secondary Purchase Reduced 77.05 404,550 7.125
6009088094 Single Family Primary Refinance Reduced 71.42 400,000 6.750
6018396736 Single Family Secondary Purchase Rapid 80.00 316,000 7.375
6027244174 Single Family Primary Purchase Rapid 80.00 448,000 7.000
6126971271 PUD Primary Refinance Reduced 38.75 591,000 6.875
6184119128 PUD Primary Cash-out Refinance Reduced 69.91 395,000 6.750
6190884830 Single Family Primary Purchase Rapid 89.47 340,000 7.375
6217221917 Single Family Primary Cash-out Refinance Standard 53.60 670,000 7.250
6240203742 Condominium Secondary Purchase Standard 75.00 825,000 6.875
6334422240 Single Family Primary Refinance Reduced 79.91 395,600 7.125
6375996334 Single Family Secondary Purchase Rapid 75.00 450,000 7.250
6417267819 Single Family Primary Purchase Reduced 80.00 316,000 7.250
6514135596 Single Family Primary Purchase Standard 95.00 337,250 7.750
6515125117 PUD Primary Refinance Standard 71.55 524,500 7.250
6533997620 PUD Primary Purchase Standard 56.33 400,000 7.125
6602473297 Single Family Primary Refinance Rapid 79.64 450,000 6.875
6671365986 Single Family Primary Purchase Reduced 80.00 447,600 7.250
6702464873 High-Rise Condo Investor Purchase Standard 57.55 400,000 7.625
6709611831 PUD Primary Purchase Reduced 63.87 353,600 6.500
6746744900 Single Family Primary Cash-out Refinance Standard 28.78 380,000 7.250
6799744740 Single Family Primary Refinance Reduced 80.00 720,000 7.375
6802518602 Single Family Primary Cash-out Refinance Reduced 50.50 707,000 6.875
6869387594 High-Rise Condo Secondary Purchase Reduced 70.00 535,325 7.000
6940341909 PUD Primary Purchase Rapid 79.17 337,590 7.500
6965242792 High-Rise Condo Primary Refinance Rapid 79.71 534,100 7.250
6979423461 PUD Primary Purchase Rapid 79.99 428,890 7.000
6986458476 PUD Primary Refinance Reduced 79.88 347,500 7.125
6008077627 PUD Primary Purchase Reduced 80.00 516,000 6.875
6155085142 Two Family Primary Purchase Standard 80.00 358,400 6.625
6187285264 Single Family Primary Cash-out Refinance Rapid 69.23 450,000 6.750
6203546517 Single Family Primary Refinance Reduced 70.00 308,000 6.625
6258329967 Single Family Primary Refinance Standard 48.89 332,500 7.000
6336612129 Single Family Secondary Cash-out Refinance Standard 60.07 310,000 6.750
6353119800 PUD Primary Refinance Reduced 51.60 345,750 7.000
6420579291 PUD Primary Refinance Standard 72.16 350,000 7.125
6514194445 PUD Primary Purchase Rapid 77.38 325,000 6.375
6535937269 PUD Secondary Refinance Reduced 75.60 378,000 6.875
6568815408 Single Family Primary Refinance Reduced 70.82 460,390 6.875
6651524214 Single Family Primary Purchase Reduced 80.00 445,520 6.750
6745475423 Single Family Primary Purchase Rapid 78.47 830,000 6.500
6995173942 Single Family Primary Cash-out Refinance Standard 67.23 437,000 7.000
6037433478 PUD Primary Refinance Reduced 79.95 650,000 6.875
6398291739 Single Family Primary Refinance Rapid 75.00 787,500 7.250
6495433911 Single Family Primary Refinance Standard 44.11 750,000 7.250
6706181390 Single Family Primary Refinance Rapid 75.37 603,000 6.875
6213304097 Single Family Primary Refinance Reduced 79.39 400,949 7.125
6508668768 Single Family Primary Refinance Rapid 75.00 375,000 7.000
6352308768 Single Family Secondary Refinance Reduced 50.72 350,000 7.250
6187832230 Single Family Primary Refinance Rapid 77.70 373,000 6.750
6233996633 Single Family Primary Refinance Rapid 79.17 673,000 7.250
6683778507 Single Family Primary Refinance Rapid 62.16 470,000 7.000
6722663686 Single Family Primary Refinance Rapid 78.12 625,000 7.000
6781998932 Single Family Primary Refinance Rapid 80.00 434,400 7.250
6820207907 Single Family Primary Cash-out Refinance Rapid 46.09 325,000 7.000
6854081608 Single Family Primary Cash-out Refinance Rapid 58.31 554,000 6.875
6905804081 Single Family Primary Refinance Rapid 69.47 462,000 7.125
6025450948 Single Family Primary Cash-out Refinance Rapid 52.48 475,000 6.750
6184044482 Single Family Primary Refinance Rapid 31.30 336,500 7.000
6277658438 Single Family Primary Refinance Rapid 57.85 324,000 7.250
6326445670 Single Family Primary Purchase Rapid 79.99 399,900 6.875
6357034468 Single Family Primary Cash-out Refinance Standard 70.00 525,000 7.250
6396794668 Single Family Secondary Refinance Rapid 74.76 972,000 7.125
6405452225 Single Family Primary Purchase Standard 86.22 500,000 6.500
6487139047 Single Family Primary Cash-out Refinance Standard 66.17 337,500 6.875
6557333843 Single Family Primary Cash-out Refinance Standard 80.00 361,600 7.500
6643801944 Single Family Primary Refinance Rapid 52.78 322,000 6.875
6742545541 Single Family Primary Purchase Rapid 72.29 600,000 6.750
6828355021 Single Family Primary Refinance Standard 81.99 510,000 7.125
6859215219 Single Family Primary Refinance Standard 79.19 304,900 7.250
6892243509 Single Family Primary Refinance Rapid 78.55 407,700 7.375
6897844079 Single Family Primary Refinance Rapid 37.74 339,700 7.000
6069350459 Single Family Primary Refinance Standard 80.00 456,000 6.875
6098031344 PUD Primary Refinance Rapid 60.32 558,000 6.750
6110952691 Single Family Primary Refinance Reduced 64.80 324,000 6.750
6154900044 Single Family Primary Refinance Standard 79.92 440,000 7.250
6196315235 Single Family Primary Refinance Reduced 78.00 351,000 7.250
6277261803 PUD Primary Refinance All Ready Home 80.00 392,000 7.000
6319956329 Single Family Primary Refinance Reduced 80.00 410,400 6.875
6353234526 PUD Primary Purchase Reduced 80.00 358,400 6.750
6356590668 PUD Primary Purchase Standard 80.00 374,400 6.750
6430224292 Single Family Primary Refinance Reduced 66.93 328,000 7.125
6507087523 PUD Primary Purchase Rapid 80.00 608,000 6.750
6524744890 PUD Primary Purchase Rapid 59.25 400,000 6.750
6652896538 Single Family Primary Purchase Standard 80.00 412,800 7.000
6677906908 Single Family Primary Purchase Standard 80.00 380,000 6.875
6897776164 PUD Primary Purchase Reduced 80.00 390,400 6.625
6901876760 High-Rise Condo Primary Purchase Reduced 80.00 352,000 7.625
6938722052 Single Family Primary Cash-out Refinance Standard 79.55 323,000 7.000
6956011388 Single Family Primary Purchase Rapid 79.50 485,000 6.750
6962792740 Single Family Primary Refinance Rapid 72.26 327,000 6.750
6714214167 Single Family Primary Refinance Rapid 72.46 500,000 7.000
6189494914 Single Family Primary Cash-out Refinance Reduced 80.00 394,400 7.250
6315726155 Single Family Primary Refinance Rapid 64.00 800,000 7.500
6537632645 Single Family Primary Purchase Rapid 83.19 495,000 7.125
6557867360 Single Family Primary Refinance Rapid 76.92 500,000 6.875
6690177123 Single Family Primary Purchase Standard 89.08 400,000 7.500
6257037330 PUD Primary Refinance Rapid 80.00 340,000 7.125
6424735626 PUD Primary Purchase Rapid 79.66 569,600 6.500
6447754711 Single Family Primary Refinance Standard 59.16 423,000 7.000
6570707601 Single Family Primary Cash-out Refinance Reduced 54.89 502,000 6.875
6608266380 Single Family Primary Purchase Reduced 80.00 560,000 6.750
6883827468 Single Family Primary Refinance Reduced 72.88 328,000 7.000
6045420624 PUD Secondary Refinance All Ready Home 67.92 513,500 6.875
6137086655 PUD Secondary Refinance Rapid 71.23 520,000 6.875
6164208198 PUD Primary Refinance Standard 79.18 348,400 6.875
6292069678 PUD Secondary Refinance All Ready Home 72.66 630,000 6.875
6323600764 Single Family Primary Refinance Rapid 63.01 460,000 6.875
6341080262 Single Family Primary Refinance Rapid 71.63 505,000 7.000
6344402109 Single Family Secondary Purchase Rapid 80.00 428,000 7.000
6490474035 PUD Secondary Purchase Reduced 80.00 460,000 6.875
6497628815 PUD Secondary Refinance All Ready Home 51.14 445,000 7.000
6540734305 PUD Primary Refinance Reduced 74.74 364,000 6.750
6610592534 Single Family Secondary Purchase Reduced 80.00 360,000 7.000
6636380179 Single Family Primary Refinance Reduced 73.80 369,000 7.125
6642721838 Single Family Primary Refinance Reduced 54.68 350,000 7.375
6663025986 Single Family Secondary Refinance Reduced 53.06 320,000 6.625
6685532159 PUD Primary Purchase Standard 90.00 517,500 6.250
6697842737 Single Family Primary Purchase Rapid 80.00 593,600 6.625
6774342965 PUD Primary Purchase Rapid 28.57 750,000 6.000
6888962484 Single Family Primary Refinance Standard 75.00 405,000 6.875
6907968579 Single Family Primary Refinance Reduced 77.33 580,000 6.875
6937681010 PUD Secondary Refinance Rapid 79.43 448,000 7.125
6950813995 Single Family Secondary Purchase Reduced 80.00 412,000 7.250
6995651657 PUD Primary Refinance Rapid 73.01 768,900 6.625
6214270206 Single Family Primary Purchase Rapid 76.80 520,000 7.375
6327780836 Single Family Primary Cash-out Refinance Standard 71.42 500,000 6.750
6856912842 Single Family Primary Refinance Reduced 73.64 496,350 7.250
6941681642 Single Family Primary Cash-out Refinance Standard 71.95 313,000 7.625
6258116745 PUD Primary Refinance Rapid 77.95 686,000 6.875
6281947157 Single Family Primary Refinance Rapid 78.12 625,000 7.125
6154932914 PUD Primary Refinance Standard 75.05 675,500 6.750
6251469745 Single Family Primary Purchase Standard 89.93 460,000 7.250
6372433968 PUD Primary Purchase Standard 80.00 360,000 7.250
6379027482 PUD Primary Purchase Standard 79.28 500,000 7.000
6431145082 Single Family Primary Refinance Standard 72.27 397,500 7.375
6543261488 PUD Primary Refinance Rapid 61.30 613,000 7.250
6602889625 Single Family Primary Refinance Rapid 73.78 380,000 7.000
6715335755 Single Family Primary Refinance Rapid 66.40 498,000 7.250
6116088755 Single Family Primary Purchase Standard 77.77 700,000 7.375
6291182571 Single Family Primary Refinance Rapid 42.53 382,772 7.125
6512944387 Four Family Primary Purchase Standard 90.00 309,600 7.625
6607585996 Single Family Primary Refinance Reduced 68.83 413,000 7.125
6827088169 Single Family Primary Cash-out Refinance Reduced 79.82 364,000 7.000
6602054105 PUD Primary Refinance Reduced 67.91 354,500 6.375
6522641262 Single Family Primary Purchase Standard 80.00 348,000 7.250
6536304899 Single Family Primary Cash-out Refinance Standard 75.00 420,000 7.375
6068373346 PUD Primary Refinance Reduced 55.55 500,000 6.625
6088764342 PUD Primary Refinance Rapid 61.00 427,000 7.000
6186292097 Single Family Primary Refinance Reduced 76.02 517,000 7.375
6224281250 Single Family Primary Refinance Reduced 80.00 440,000 6.750
6380982220 PUD Primary Purchase Reduced 80.00 396,000 6.750
6424495007 Single Family Primary Refinance Rapid 44.64 413,000 6.875
6424859137 Single Family Primary Cash-out Refinance Reduced 68.86 387,000 7.250
6439250272 PUD Secondary Refinance Reduced 70.38 385,700 6.875
6461213297 Single Family Primary Refinance Reduced 48.02 425,000 6.625
6478752378 Single Family Secondary Refinance Rapid 78.69 390,000 6.750
6497531068 Single Family Primary Cash-out Refinance Reduced 55.61 450,500 7.125
6533617871 Single Family Secondary Purchase Rapid 75.00 885,000 6.750
6640657463 Single Family Primary Purchase Reduced 80.00 431,600 6.750
6644532274 Single Family Primary Refinance Rapid 67.85 475,000 7.250
6712168381 Single Family Secondary Purchase Rapid 80.00 344,000 7.250
6930942310 PUD Primary Refinance Standard 46.14 876,750 6.750
6935186186 Single Family Primary Refinance Reduced 66.32 514,000 7.125
6940976159 Single Family Secondary Refinance Standard 65.10 517,600 7.000
6965275784 PUD Primary Purchase Standard 95.00 380,000 6.875
6118159364 PUD Primary Purchase Standard 80.00 345,600 6.750
6320642678 Single Family Primary Refinance Reduced 80.00 380,800 6.750
6392247208 Single Family Primary Refinance Reduced 66.57 512,641 7.125
6541428931 Single Family Primary Purchase Standard 90.00 346,500 7.500
6099027366 PUD Primary Refinance Standard 75.57 521,450 7.000
6158902921 PUD Primary Purchase Rapid 75.00 891,000 7.125
6292711782 Single Family Primary Refinance Rapid 66.58 339,600 6.750
6312492546 PUD Primary Purchase Reduced 80.00 740,000 6.875
6370242197 Single Family Primary Purchase Standard 80.00 404,000 7.125
6383370498 PUD Primary Refinance Reduced 71.97 431,850 6.875
6395544478 Single Family Primary Refinance Reduced 74.55 499,500 6.625
6402752445 PUD Primary Purchase Reduced 63.25 365,000 6.375
6404657113 PUD Primary Cash-out Refinance Standard 75.00 337,500 7.500
6428106121 Single Family Primary Cash-out Refinance Standard 56.92 463,918 7.250
6558502404 Single Family Primary Refinance Reduced 38.30 383,000 6.625
6565047567 Single Family Primary Refinance Rapid 79.76 733,800 7.125
6590516750 PUD Primary Purchase Standard 80.00 712,800 7.000
6766612318 Single Family Primary Refinance Rapid 73.25 395,600 6.625
6787080222 Single Family Primary Refinance Rapid 75.00 975,000 6.875
6797699425 Single Family Primary Purchase Reduced 70.00 441,000 7.000
6022212754 PUD Primary Refinance Reduced 65.88 475,000 7.000
6166308137 Single Family Primary Purchase Standard 62.50 750,000 7.000
6189870634 PUD Primary Purchase Reduced 74.55 482,750 6.750
6210498603 PUD Primary Purchase Rapid 80.00 392,000 7.250
6289850908 Single Family Primary Refinance Reduced 79.88 548,000 7.000
6356632585 PUD Primary Purchase Rapid 80.00 550,400 7.375
6362896976 PUD Primary Refinance Reduced 54.96 343,500 7.000
6386533506 Single Family Primary Refinance Reduced 76.63 364,000 7.625
6443936296 Single Family Primary Purchase Standard 78.13 336,000 7.000
6466042469 Single Family Primary Cash-out Refinance Standard 53.57 750,000 7.000
6473687405 Single Family Primary Refinance Reduced 67.51 432,116 6.500
6488041770 Single Family Primary Cash-out Refinance Rapid 70.00 665,000 7.000
6508174668 PUD Primary Refinance Rapid 64.38 367,000 6.875
6571117883 Single Family Primary Refinance Standard 75.00 825,000 7.000
6583586596 Single Family Primary Refinance Standard 57.40 321,440 7.375
6601560458 PUD Primary Cash-out Refinance Rapid 80.00 374,400 7.250
6635783696 Single Family Primary Purchase Standard 80.00 688,000 6.375
6636048412 Single Family Primary Cash-out Refinance Standard 67.56 625,000 7.250
6644030899 Single Family Primary Purchase Reduced 78.94 525,000 7.375
6656721245 PUD Primary Purchase Reduced 78.65 350,000 6.750
6667251604 PUD Primary Cash-out Refinance Reduced 75.93 349,300 7.000
6672619779 Single Family Primary Cash-out Refinance Standard 77.66 400,000 6.750
6709701434 PUD Primary Cash-out Refinance Reduced 71.69 380,000 7.000
6740769119 PUD Primary Refinance Reduced 79.85 450,000 7.250
6771376446 PUD Primary Refinance Standard 80.00 594,000 7.125
6776197870 PUD Primary Refinance Reduced 78.01 323,000 7.375
6856442790 PUD Primary Refinance Rapid 80.00 392,000 7.375
6866188474 PUD Primary Cash-out Refinance Rapid 71.69 358,460 7.750
6955930711 PUD Primary Purchase Reduced 65.97 475,000 7.125
6956963307 PUD Primary Purchase Reduced 80.00 363,920 7.375
6918008035 Single Family Secondary Refinance All Ready Home 78.11 332,000 7.625
6947978802 Single Family Primary Refinance Rapid 52.63 500,000 7.125
6001005294 Single Family Primary Purchase Standard 95.00 370,500 7.000
6066542058 Single Family Primary Cash-out Refinance Rapid 45.80 355,000 6.875
6228787575 Single Family Primary Purchase Rapid 90.00 450,000 6.875
6237804841 Single Family Primary Refinance Standard 79.11 356,000 6.875
6297110022 PUD Primary Purchase Reduced 80.00 432,000 6.625
6307133006 Single Family Primary Cash-out Refinance Standard 54.76 356,000 6.875
6425176077 PUD Primary Purchase Reduced 63.06 350,000 6.875
6425746994 Single Family Primary Refinance Rapid 77.17 355,000 6.875
6519699026 Single Family Primary Purchase Reduced 79.37 381,000 7.250
6538841674 Single Family Primary Purchase Reduced 80.00 376,000 6.625
6566851363 Single Family Primary Refinance Rapid 65.00 780,000 6.875
6598973508 PUD Primary Refinance Reduced 61.73 355,000 6.875
6608704398 Single Family Primary Cash-out Refinance Reduced 28.70 574,000 6.500
6666501280 PUD Primary Purchase Reduced 78.12 500,000 7.250
6957033514 Single Family Primary Refinance Standard 77.12 539,870 6.875
6960502653 Single Family Primary Cash-out Refinance Standard 69.53 406,800 7.000
6294255408 Single Family Primary Refinance Standard 80.00 692,000 7.125
6387282285 Single Family Primary Refinance Standard 80.00 572,000 7.125
6401474470 Single Family Primary Cash-out Refinance Standard 43.47 999,999 6.875
6675924697 Condominium Primary Purchase Reduced 68.49 750,000 6.875
6583601031 Single Family Primary Refinance Standard 67.32 375,000 7.250
6911601711 Single Family Primary Cash-out Refinance Standard 68.75 550,000 7.750
6213029967 Condominium Primary Purchase Rapid 79.99 607,900 7.125
6571266805 Single Family Primary Refinance Standard 72.99 492,700 6.625
6948306771 Condominium Primary Refinance Rapid 64.93 499,999 6.875
6100405957 Single Family Primary Refinance Rapid 52.60 605,000 7.125
6401624389 Condominium Primary Purchase Standard 80.00 580,000 7.000
6453283563 Two Family Primary Purchase Standard 69.23 450,000 7.000
6633606550 Single Family Primary Purchase Rapid 44.82 650,000 6.875
6790620675 Single Family Primary Cash-out Refinance Standard 33.65 875,000 7.250
6819741452 Single Family Primary Refinance Standard 69.61 637,000 7.000
6820860788 Single Family Primary Refinance Rapid 53.33 400,000 6.500
6397072825 Single Family Primary Purchase Standard 80.00 596,800 7.250
6508082978 Single Family Primary Cash-out Refinance Rapid 53.00 530,000 7.000
6616305139 Single Family Primary Cash-out Refinance Rapid 80.00 384,000 7.125
6641133548 Single Family Primary Cash-out Refinance Rapid 51.40 365,000 7.000
6831326670 Single Family Primary Refinance Rapid 77.37 495,200 7.250
6072138321 Single Family Primary Refinance Rapid 68.41 776,550 6.875
6205436501 Single Family Primary Refinance Rapid 50.00 450,000 7.000
6314147981 Condominium Primary Purchase Rapid 75.23 395,000 6.875
6012057193 Single Family Primary Refinance Rapid 63.57 480,000 7.250
6027906491 Single Family Primary Refinance Standard 49.28 345,000 7.000
6076984019 Single Family Primary Refinance All Ready Home 55.00 770,000 7.125
6135668371 Single Family Primary Refinance Reduced 35.00 350,000 6.125
6160764194 Single Family Primary Cash-out Refinance Standard 50.66 456,000 6.625
6765426793 Single Family Primary Purchase Rapid 69.95 717,000 7.250
6465875802 PUD Primary Purchase Reduced 42.81 520,000 7.000
6487612860 PUD Primary Refinance Rapid 57.03 395,000 6.750
6583040578 Single Family Primary Cash-out Refinance Standard 69.84 359,000 6.500
6762185293 PUD Primary Purchase Rapid 79.99 580,700 7.000
6829385696 PUD Primary Refinance Rapid 66.94 602,500 6.750
6988947278 Single Family Primary Refinance Rapid 80.00 348,000 6.750
6079869506 PUD Primary Purchase Standard 70.00 514,500 6.875
6415125753 Single Family Primary Refinance Standard 72.86 539,200 6.625
6604846144 Condominium Primary Purchase Reduced 50.72 350,000 7.250
6867277904 Single Family Primary Refinance Standard 65.80 329,000 6.875
6009651453 Single Family Primary Refinance Reduced 38.82 621,200 6.750
6992580529 Two Family Primary Cash-out Refinance Standard 62.06 450,000 7.250
6555442539 Single Family Primary Refinance All Ready Home 38.97 380,000 7.125
6571679544 Single Family Primary Cash-out Refinance Rapid 57.30 745,000 7.250
6603038958 Single Family Primary Refinance Reduced 40.11 337,000 7.250
6982808153 Single Family Primary Refinance Reduced 75.36 463,500 7.250
6986335344 Single Family Primary Cash-out Refinance Standard 50.00 600,000 7.000
6813201511 Single Family Primary Cash-out Refinance Rapid 53.73 338,500 6.875
6293372964 Single Family Primary Cash-out Refinance Standard 61.81 680,000 6.875
6895401153 Single Family Primary Refinance Rapid 66.53 865,000 7.750
6935807526 Condominium Primary Purchase Standard 75.00 740,775 7.250
6995753834 Single Family Primary Purchase Reduced 53.80 304,000 7.000
6821509111 Single Family Primary Refinance Rapid 54.54 450,000 7.000
6906509580 Single Family Primary Cash-out Refinance Standard 42.55 1,000,000 6.625
6274113353 Single Family Primary Purchase Rapid 78.74 500,000 7.000
6592671918 PUD Primary Refinance Rapid 42.72 361,000 7.000
6951886826 PUD Primary Purchase Reduced 80.00 376,000 7.250
6526460305 PUD Primary Cash-out Refinance Reduced 12.85 450,000 6.750
6526194318 Single Family Primary Refinance Reduced 22.22 600,000 6.875
6829434643 Single Family Primary Cash-out Refinance Reduced 48.07 649,000 6.750
6980833526 Condominium Primary Refinance Standard 73.37 436,600 6.875
6605455168 PUD Primary Refinance Standard 80.00 460,000 7.375
6577516161 Single Family Primary Purchase Reduced 79.97 743,000 6.625
6679308111 Single Family Primary Cash-out Refinance Standard 51.72 750,000 7.250
6755676266 Single Family Primary Purchase Standard 80.00 800,000 7.125
6962436462 Single Family Primary Refinance Standard 52.63 1,000,000 7.375
6963288805 Single Family Primary Refinance Reduced 48.27 519,000 6.875
6966948512 Single Family Primary Cash-out Refinance Rapid 47.29 350,000 7.000
6114839860 PUD Primary Refinance Standard 48.97 480,000 7.250
6291803275 Single Family Primary Refinance Rapid 76.70 414,200 7.125
6635404830 Single Family Primary Refinance Rapid 59.83 356,000 6.875
6824209313 Single Family Primary Purchase Reduced 80.00 384,000 6.875
6148261651 Single Family Primary Refinance Reduced 81.62 351,000 7.000
6636059369 Single Family Primary Refinance Reduced 55.69 401,000 7.250
6831718447 Single Family Primary Purchase Rapid 80.00 552,000 7.125
6997610842 Three Family Primary Refinance Standard 45.41 545,000 6.875
6084142964 Three Family Primary Refinance Standard 55.00 742,500 6.875
6174170487 High-Rise Condo Secondary Refinance Reduced 57.85 352,930 6.875
6374548177 Condominium Primary Refinance All Ready Home 58.20 436,500 7.125
6278420564 Two Family Primary Refinance Standard 60.58 727,000 7.125
6501334459 Condominium Primary Purchase Rapid 76.09 547,100 6.750
6623999148 Single Family Primary Purchase Rapid 61.53 1,000,000 7.125
6108597599 Single Family Primary Cash-out Refinance Standard 67.43 410,000 6.875
6150634803 Single Family Primary Cash-out Refinance Rapid 67.81 415,000 6.875
6682508897 Single Family Primary Cash-out Refinance Rapid 66.36 438,000 6.750
6908961169 Single Family Primary Purchase Rapid 69.74 415,000 6.875
6996946783 Single Family Primary Refinance Standard 73.60 552,000 6.625
6133599099 Single Family Primary Purchase Reduced 59.31 430,000 6.875
6150736285 Single Family Primary Cash-out Refinance Rapid 80.00 352,000 7.125
6455107828 Single Family Primary Refinance All Ready Home 47.53 356,500 7.125
6734650309 Single Family Primary Refinance Reduced 47.26 441,932 6.500
6498708657 Single Family Primary Cash-out Refinance Standard 75.00 442,500 6.750
6482745582 Single Family Primary Cash-out Refinance Standard 57.73 765,000 7.000
6588145844 Single Family Primary Refinance Reduced 66.30 305,000 7.250
6998515859 Single Family Primary Purchase Rapid 80.00 360,000 7.000
6885275765 PUD Primary Refinance Standard 69.35 645,000 7.000
6944634663 Single Family Primary Refinance Standard 70.00 462,000 6.625
6847022479 Single Family Primary Refinance Rapid 79.03 652,000 7.000
6859075910 Single Family Primary Purchase Standard 80.00 303,200 6.875
6940137620 Single Family Primary Cash-out Refinance Rapid 80.00 380,000 7.250
6047680365 Single Family Primary Cash-out Refinance Rapid 76.19 400,000 7.125
6283894910 Single Family Primary Cash-out Refinance Rapid 80.00 360,000 7.000
6405474187 PUD Primary Cash-out Refinance Standard 53.57 375,000 7.125
6590598394 PUD Primary Refinance Standard 65.48 370,000 7.250
6637339000 PUD Primary Cash-out Refinance Reduced 56.96 356,000 7.250
6693258664 PUD Primary Purchase Rapid 80.00 338,000 7.250
6360563644 Single Family Primary Cash-out Refinance Standard 75.00 461,250 7.500
6559301996 Single Family Primary Purchase Rapid 80.00 524,800 6.875
6460691436 Single Family Primary Cash-out Refinance Standard 27.97 470,000 6.000
6617479438 Single Family Primary Cash-out Refinance Standard 66.96 375,000 7.250
6107830850 Single Family Primary Cash-out Refinance Rapid 66.25 530,000 7.125
6261011255 Single Family Primary Cash-out Refinance Standard 27.25 327,000 7.125
6384100134 Single Family Primary Refinance Standard 37.63 414,000 6.500
6584720012 Single Family Primary Refinance Standard 56.48 353,000 7.125
6627369157 Single Family Primary Purchase Standard 64.93 1,000,000 7.000
6806738628 Single Family Primary Refinance Rapid 50.79 543,500 7.125
6296150680 Single Family Primary Cash-out Refinance Standard 52.08 500,000 7.125
6349680378 Single Family Primary Purchase Rapid 80.00 516,000 7.125
6946337547 Single Family Primary Cash-out Refinance Rapid 77.07 400,000 6.875
6546313518 Two Family Primary Purchase Reduced 80.00 616,000 6.750
6271091040 Single Family Primary Purchase Reduced 76.19 560,000 7.000
6687235611 Single Family Primary Cash-out Refinance Reduced 34.45 344,590 6.875
6565804637 Single Family Primary Cash-out Refinance Standard 28.92 552,500 7.000
6706373906 Single Family Primary Refinance Standard 66.66 400,000 6.750
6979300370 Single Family Primary Refinance Reduced 48.59 345,000 6.500
6361462358 Single Family Primary Refinance Rapid 75.37 505,000 6.875
6522535324 Single Family Primary Cash-out Refinance Reduced 72.11 375,000 7.500
6891889161 Single Family Primary Refinance Standard 35.62 570,000 6.750
6769706992 Single Family Primary Purchase Rapid 72.72 1,000,000 7.125
6808121633 Single Family Primary Refinance Reduced 37.95 465,000 7.000
6879185780 Single Family Primary Refinance Standard 80.00 556,000 7.000
6369364739 Single Family Primary Cash-out Refinance Standard 70.00 315,000 6.625
6929785837 Single Family Primary Cash-out Refinance Standard 64.22 350,000 7.375
6693342583 Single Family Primary Purchase Rapid 43.47 550,000 7.500
6707347016 Single Family Primary Purchase Reduced 77.68 390,000 7.000
6984899580 Single Family Primary Purchase Reduced 60.97 450,000 6.875
6495253640 Single Family Primary Cash-out Refinance Standard 61.11 550,000 7.000
6823968984 PUD Primary Cash-out Refinance Standard 40.00 400,000 6.875
6073675263 PUD Primary Purchase Rapid 60.60 1,000,000 7.000
6658471294 Single Family Primary Purchase Rapid 64.51 1,000,000 7.375
6265047065 Single Family Primary Purchase Rapid 51.75 1,000,000 7.000
6152961725 Single Family Primary Purchase Rapid 68.96 1,000,000 6.875
6123224583 PUD Primary Cash-out Refinance Standard 39.06 1,000,000 7.500
6483377138 Single Family Primary Purchase Rapid 65.57 1,000,000 6.250
6165625853 Single Family Primary Refinance Rapid 57.08 999,000 7.000
6069116728 PUD Primary Refinance Rapid 29.11 990,000 7.125
6872786501 Single Family Primary Cash-out Refinance Standard 52.39 930,000 7.000
6299753597 Single Family Primary Purchase Rapid 69.46 910,000 6.875
6565256382 PUD Primary Refinance Standard 60.33 896,000 6.875
6996171358 Two Family Primary Refinance Standard 71.03 895,000 7.125
6201421978 Single Family Primary Purchase Standard 80.00 860,000 7.250
6912519391 Three Family Primary Refinance Standard 27.31 846,700 6.875
6725163106 Single Family Primary Refinance Standard 49.97 842,000 6.750
6119116553 Single Family Primary Cash-out Refinance Standard 66.59 313,000 6.875
6737656907 Single Family Primary Purchase Standard 80.00 312,000 7.125
6096603367 Single Family Primary Refinance Standard 80.00 312,000 7.000
6947167687 Single Family Primary Refinance Reduced 75.60 310,000 6.875
6519855180 Single Family Primary Refinance Standard 77.00 308,000 6.875
6399961819 Single Family Primary Refinance Reduced 39.67 307,500 6.500
6952798889 Two Family Primary Refinance Standard 79.83 392,000 7.250
6643521526 Single Family Primary Cash-out Refinance Standard 70.00 409,500 6.500
6189606301 Single Family Primary Refinance Rapid 75.89 740,000 6.875
6545059716 Two Family Primary Refinance Standard 71.70 484,000 7.125
6635768226 Single Family Primary Cash-out Refinance Standard 75.00 442,500 7.000
6911867486 PUD Primary Refinance Rapid 78.11 476,500 6.875
6637785780 Single Family Primary Refinance Standard 80.00 496,000 6.750
6828645215 Single Family Primary Purchase Standard 80.00 372,000 6.875
6175488318 Single Family Primary Cash-out Refinance Standard 61.53 600,000 6.625
6814662380 Single Family Primary Refinance Rapid 70.17 614,000 7.000
6924480756 Single Family Primary Purchase Standard 69.60 790,000 6.875
6694885341 Single Family Primary Refinance Standard 70.00 490,000 7.125
6804406616 PUD Primary Refinance Reduced 62.98 601,500 6.875
6049748053 PUD Primary Cash-out Refinance Standard 70.00 521,500 6.875
6003128920 Single Family Primary Purchase Rapid 79.99 360,525 6.750
6826239912 Single Family Primary Purchase Rapid 59.09 650,000 6.625
6255741842 PUD Primary Purchase Reduced 79.46 580,000 6.750
6796124094 PUD Primary Purchase Rapid 79.99 371,850 7.000
6250366983 PUD Primary Purchase Reduced 80.00 409,920 6.625
6651072461 PUD Primary Refinance Stated 53.33 394,700 7.250
6116547560 PUD Primary Refinance Reduced 79.47 360,000 6.875
6232591534 Single Family Primary Refinance Standard 80.00 460,000 7.250
6295665753 PUD Primary Purchase Standard 80.00 440,000 7.250
6325408737 Single Family Primary Cash-out Refinance Standard 57.29 429,675 7.375
6746605473 Single Family Primary Refinance Rapid 79.30 488,500 7.250
6905737752 Single Family Investor Cash-out Refinance Standard 69.05 357,000 7.375
6086014930 PUD Primary Refinance Reduced 57.46 408,000 7.000
6198738814 Single Family Secondary Refinance Reduced 66.40 415,000 7.250
6995059109 Single Family Primary Cash-out Refinance Rapid 32.00 320,000 6.625
6337399171 Single Family Primary Refinance All Ready Home 55.11 350,000 6.750
6749851298 Single Family Primary Cash-out Refinance Rapid 21.05 400,000 6.750
6196523473 Single Family Primary Purchase Rapid 76.47 325,000 7.000
6930616781 PUD Primary Refinance Standard 80.00 364,000 7.375
6905069685 Single Family Primary Refinance Standard 77.98 352,500 6.750
6122474015 PUD Primary Refinance Rapid 72.60 515,500 7.125
6496209831 PUD Primary Cash-out Refinance Standard 65.98 650,000 6.750
6076528535 Single Family Primary Cash-out Refinance Standard 36.17 425,000 7.000
6890662411 Condominium Primary Refinance Rapid 80.00 736,000 7.125
6993641478 Single Family Primary Purchase Rapid 95.00 380,000 7.250
6723884679 Single Family Primary Refinance Standard 80.00 368,000 6.000
6836687290 Single Family Primary Cash-out Refinance Rapid 62.85 330,000 7.000
6703634177 Single Family Primary Purchase Standard 73.11 340,000 6.875
6019961215 Single Family Primary Purchase Rapid 51.47 350,000 6.875
6692939165 Single Family Primary Purchase Rapid 75.00 787,500 7.250
6875997683 Single Family Primary Cash-out Refinance Rapid 53.62 563,100 6.875
6603211662 High-Rise Condo Primary Refinance Reduced 72.76 387,106 7.000
6269967821 Single Family Primary Purchase Rapid 80.00 479,200 7.500
6063304163 Single Family Primary Purchase Rapid 80.00 352,000 7.375
6695568821 Single Family Primary Refinance Standard 55.00 550,000 6.875
6573544381 Single Family Primary Purchase Reduced 49.29 350,000 7.125
6489049061 PUD Primary Refinance Reduced 73.13 501,000 6.750
6134763140 PUD Primary Refinance Standard 54.50 327,000 7.250
6696757985 PUD Primary Cash-out Refinance Standard 64.76 340,000 6.750
6990516657 PUD Primary Purchase Rapid 80.00 560,000 7.250
6025334266 PUD Primary Purchase Standard 80.00 378,400 7.250
6359759708 Condominium Primary Purchase Standard 80.00 392,000 7.125
6896876650 Single Family Primary Refinance All Ready Home 31.90 351,000 6.625
6492326274 Single Family Primary Purchase Rapid 80.00 372,000 7.375
6882697722 Single Family Primary Refinance Rapid 54.23 705,000 7.000
6934084697 Single Family Primary Purchase Reduced 80.00 372,800 7.250
6740711186 Single Family Primary Purchase Rapid 79.99 324,850 7.000
6286332785 Single Family Primary Cash-out Refinance Rapid 66.96 375,000 6.750
6826241306 Single Family Primary Purchase Rapid 95.00 350,550 7.375
6716840886 Condominium Primary Refinance Reduced 47.94 338,000 6.625
6941562289 PUD Primary Cash-out Refinance Standard 69.23 360,000 6.500
6231252930 Single Family Primary Refinance Rapid 53.87 431,000 7.000
6086423537 Condominium Investor Purchase Standard 74.99 336,850 7.500
6178439854 Single Family Primary Refinance Reduced 38.46 377,000 6.875
6644835735 Condominium Primary Purchase Rapid 79.99 338,350 7.375
6798195407 PUD Primary Refinance Rapid 53.78 511,000 7.125
6634817156 Single Family Primary Cash-out Refinance Standard 63.43 425,000 6.750
6132790079 Condominium Primary Refinance Rapid 68.59 367,000 6.875
6303108572 Single Family Primary Purchase Standard 89.98 401,600 7.500
6196968967 Single Family Primary Cash-out Refinance Standard 80.00 385,600 6.875
6392763949 PUD Primary Purchase Rapid 80.00 408,000 6.875
6796841440 Single Family Primary Refinance Rapid 78.00 429,000 7.375
6588930328 Single Family Primary Refinance Reduced 79.16 475,000 6.875
6071614561 Single Family Primary Refinance Standard 75.82 346,500 7.000
6147649807 Single Family Primary Purchase Rapid 76.00 475,000 6.875
6108155687 Single Family Primary Purchase Standard 80.00 340,000 7.375
6850361509 PUD Primary Purchase Rapid 79.44 750,000 6.875
6952836986 Single Family Primary Purchase Rapid 80.00 448,000 7.500
6963369944 Single Family Primary Purchase Standard 79.84 330,240 7.250
LOAN 1ST PAYMENT MATURITY ORIG MONTHLY CURRENT REMAINING SCHEDULED APPRAISAL
NUMBER DATE DATE TERM P&I DUE DATE TERM PB FICO VALUE
------ ----------- -------- ---- -------- -------- --------- --------- ---- ---------
6455649969 20020301 20320201 360 3,819.99 20020301 359 566,546.57 682 790,000
6728379212 20020301 20320201 360 2,657.07 20020301 359 425,505.52 796 562,000
6818122761 20020401 20320301 360 2,413.62 20020401 360 392,000.00 763 500,000
6273358991 20020401 20320301 360 3,376.78 20020401 360 495,000.00 732 660,000
6344552341 20020401 20320301 360 2,497.11 20020401 360 385,000.00 752 485,000
6517211956 20020401 20320301 360 2,906.14 20020401 360 391,400.00 720 418,000
6573732168 20020401 20320301 360 3,123.60 20020401 360 469,500.00 665 715,000
6911496823 20020401 20320301 360 2,707.45 20020401 360 392,000.00 742 500,000
6017585131 20020301 20220201 240 2,977.59 20020301 239 387,044.18 790 500,500
6217959201 20020401 20320301 360 2,475.22 20020401 360 354,000.00 613 442,500
6379532747 20020401 20320301 360 2,187.58 20020401 360 333,000.00 808 420,000
6418486046 20020401 20320301 360 3,474.88 20020401 360 522,300.00 651 735,000
6672260715 20020301 20320201 360 2,762.71 20020301 359 399,695.62 721 500,000
6687198199 20020301 20320201 360 2,642.55 20020301 359 373,079.78 730 393,000
6737237278 20020401 20320301 360 3,762.96 20020401 360 565,600.00 795 750,000
6791951442 20020301 20320201 360 2,918.70 20020301 359 449,612.55 787 650,000
6805175160 20020301 20320201 360 2,182.97 20020301 359 319,750.36 664 410,000
6844498060 20020301 20310201 348 2,069.60 20020301 347 323,457.17 660 432,000
6851245313 20020401 20320301 360 3,243.00 20020401 360 500,000.00 695 907,000
6865330051 20020401 20320301 360 4,203.33 20020401 360 623,900.00 742 780,000
6878971206 20020401 20320301 360 4,114.90 20020401 360 616,640.43 738 860,000
6019641361 20020301 20320201 360 3,425.67 20020301 359 534,527.98 782 1,200,000
6044821533 20020301 20320201 360 2,481.42 20020301 359 363,466.24 754 485,000
6131858273 20020401 20320301 360 2,635.59 20020401 360 391,200.00 669 490,000
6224762200 20020301 20320201 360 3,356.31 20020301 359 491,616.19 785 625,000
6434130107 20020401 20320301 360 2,762.25 20020401 360 410,000.00 726 721,000
6442455207 20020301 20320201 360 3,233.45 20020301 359 485,612.61 775 730,000
6509287311 20020301 20320201 360 2,514.06 20020301 359 363,723.02 682 468,000
6596489309 20020401 20320301 360 3,358.31 20020401 360 524,480.00 737 665,000
6664486815 20020301 20320201 360 2,707.90 20020301 359 417,140.54 744 600,000
6680380794 20020301 20320201 360 2,081.02 20020301 359 324,713.25 749 540,000
6684858993 20020301 20320201 360 2,548.89 20020301 359 387,674.03 786 492,000
6738156055 20020301 20320201 360 2,363.74 20020301 359 346,228.69 780 449,500
6799105025 20020301 20320201 360 2,654.33 20020301 359 402,260.99 704 506,000
6806657273 20020301 20320201 360 2,647.43 20020301 359 402,661.42 724 575,000
6806798069 20020301 20320201 360 2,087.46 20020301 359 305,761.29 689 466,000
6902270336 20020101 20311201 360 2,724.12 20020301 357 418,909.03 735 525,000
6495076215 20020301 20320201 360 2,643.92 20020301 359 397,074.25 757 850,000
6003868889 20020201 20320101 360 2,725.53 20020301 358 403,901.05 747 525,000
6009088094 20020401 20320301 360 2,594.40 20020401 360 400,000.00 760 560,000
6018396736 20020301 20320201 360 2,182.54 20020301 359 315,759.54 753 405,000
6027244174 20020301 20320201 360 2,980.56 20020301 359 447,632.77 774 560,000
6126971271 20020401 20320301 360 3,882.45 20020401 360 591,000.00 702 1,525,000
6184119128 20020301 20320201 360 2,561.97 20020301 359 394,659.91 683 565,000
6190884830 20020301 20320201 360 2,348.30 20020301 359 339,741.28 725 400,000
6217221917 20020301 20320201 360 4,570.59 20020301 359 669,477.33 641 1,250,000
6240203742 20020401 20320301 360 5,419.67 20020401 360 825,000.00 763 1,100,000
6334422240 20020401 20320301 360 2,665.24 20020401 360 395,600.00 702 495,000
6375996334 20020301 20320201 360 3,069.80 20020301 359 449,648.95 781 600,000
6417267819 20020401 20320301 360 2,155.68 20020401 360 316,000.00 737 400,000
6514135596 20020301 20320201 360 2,416.11 20020301 359 337,011.96 703 362,000
6515125117 20020401 20320301 360 3,578.02 20020401 360 524,500.00 684 733,000
6533997620 20020401 20320301 360 2,694.88 20020401 360 400,000.00 636 721,500
6602473297 20020301 20320201 360 2,956.19 20020301 359 448,135.37 768 565,000
6671365986 20020301 20320201 360 3,053.43 20020301 359 447,250.82 763 560,000
6702464873 20020401 20320301 360 2,831.18 20020401 360 400,000.00 791 695,000
6709611831 20020301 20320201 360 2,235.00 20020301 359 353,280.33 760 555,000
6746744900 20020301 20320201 360 2,592.27 20020301 359 379,703.56 667 1,320,000
6799744740 20020401 20320301 360 4,972.87 20020401 360 720,000.00 778 900,000
6802518602 20020201 20320101 360 4,644.49 20020301 358 705,808.66 722 1,400,000
6869387594 20020401 20320301 360 3,561.54 20020401 360 535,325.00 754 885,000
6940341909 20020301 20320201 360 2,360.48 20020301 359 337,339.46 735 460,000
6965242792 20020401 20320301 360 3,643.51 20020401 360 534,100.00 790 670,000
6979423461 20020401 20320301 360 2,853.42 20020401 360 428,890.00 715 550,000
6986458476 20020401 20320301 360 2,341.18 20020401 360 347,500.00 747 435,000
6008077627 20020401 20320301 360 3,389.76 20020401 360 516,000.00 731 660,000
6155085142 20020401 20320301 360 2,294.88 20020401 360 358,400.00 717 450,000
6187285264 20020301 20320201 360 2,918.70 20020301 359 449,612.55 766 650,000
6203546517 20020301 20320201 360 1,972.16 20020301 359 307,728.26 736 440,000
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6603038958 20020301 20320201 360 2,298.94 20020301 359 336,737.10 794 840,000
6982808153 20020401 20320301 360 3,161.89 20020401 360 463,500.00 737 615,000
6986335344 20020401 20320301 360 3,991.82 20020401 360 600,000.00 698 1,200,000
6813201511 20020101 20311201 360 2,223.71 20020301 357 337,592.74 803 630,000
6293372964 20020401 20320301 360 4,467.12 20020401 360 680,000.00 676 1,100,000
6895401153 20020101 20311201 360 6,196.97 20020301 357 863,156.62 774 1,300,000
6935807526 20020301 20320201 360 5,053.40 20020301 359 740,197.12 689 988,000
6995753834 20020301 20320201 360 2,022.52 20020301 359 303,750.81 814 565,000
6821509111 20020301 20320201 360 2,993.87 20020301 359 449,631.13 710 825,000
6906509580 20020301 20320201 360 6,403.11 20020301 359 999,117.72 637 2,350,000
6274113353 20020301 20320201 360 3,326.52 20020301 359 499,590.15 710 665,000
6592671918 20020301 20320201 360 2,401.75 20020301 359 360,704.08 756 845,000
6951886826 20020301 20320201 360 2,564.99 20020401 359 375,706.68 704 470,000
6526460305 20020401 20320301 360 2,918.70 20020401 360 450,000.00 713 3,500,000
6526194318 20020301 20320201 360 3,941.58 20020301 359 599,495.92 757 2,700,000
6829434643 20020401 20320301 360 4,209.41 20020401 360 649,000.00 730 1,350,000
6980833526 20020301 20320201 360 2,868.16 20020301 359 436,233.19 724 595,000
6605455168 20020301 20320201 360 3,177.11 20020301 359 459,649.97 776 575,000
6577516161 20020401 20320301 360 4,757.52 20020401 360 743,000.00 688 929,000
6679308111 20020401 20320301 360 5,116.33 20020401 360 750,000.00 796 1,450,000
6755676266 20020301 20320201 360 5,389.75 20020301 359 799,360.25 773 1,025,000
6962436462 20020301 20320201 360 6,906.76 20020301 359 999,239.07 759 1,900,000
6963288805 20020301 20320201 360 3,409.47 20020301 359 518,563.97 766 1,075,000
6966948512 20020401 20320301 360 2,328.56 20020401 360 350,000.00 774 740,000
6114839860 20020401 20320301 360 3,274.45 20020401 360 480,000.00 756 980,000
6291803275 20020401 20320301 360 2,790.55 20020401 360 414,200.00 798 540,000
6635404830 20020401 20320301 360 2,338.67 20020401 360 356,000.00 763 595,000
6824209313 20020401 20320301 360 2,522.61 20020401 360 384,000.00 758 480,000
6148261651 20020401 20320301 360 2,335.22 20020401 360 351,000.00 722 430,000
6636059369 20020401 20220301 240 3,169.41 20020401 240 401,000.00 761 720,000
6831718447 20020401 20320301 360 3,718.93 20020401 360 552,000.00 754 690,000
6997610842 20020401 20320301 360 3,580.27 20020401 360 545,000.00 787 1,200,000
6084142964 20020201 20320101 360 4,877.70 20020301 358 741,248.84 685 1,350,000
6174170487 20020301 20320201 360 2,318.50 20020301 359 352,633.49 781 610,000
6374548177 20020301 20320201 360 2,940.79 20020301 359 436,150.93 757 750,000
6278420564 20020401 20320301 360 4,897.94 20020401 360 727,000.00 690 1,200,000
6501334459 20020301 20320201 360 3,548.49 20020301 359 546,628.95 773 719,000
6623999148 20020401 20320301 360 6,737.19 20020401 360 1,000,000.00 769 1,625,000
6108597599 20020301 20320201 360 2,693.41 20020301 359 409,655.55 698 608,000
6150634803 20020301 20320201 360 2,726.26 20020301 359 414,651.34 794 612,000
6682508897 20020401 20320301 360 2,840.86 20020401 360 438,000.00 741 660,000
6908961169 20020301 20320201 360 2,726.26 20020301 359 414,651.34 759 595,000
6996946783 20020201 20320101 360 3,534.52 20020301 358 551,023.27 683 750,000
6133599099 20020301 20320201 360 2,824.80 20020301 359 429,638.74 793 725,000
6150736285 20020301 20320201 360 2,371.49 20020301 359 351,718.51 753 440,000
6455107828 20020401 20320301 360 2,401.81 20020401 360 356,500.00 724 750,000
6734650309 20020401 20320301 360 2,793.32 20020401 360 441,932.00 790 935,000
6498708657 20020401 20320301 360 2,870.05 20020401 360 442,500.00 679 590,000
6482745582 20020301 20320201 360 5,089.57 20020301 359 764,372.93 759 1,325,000
6588145844 20020301 20320201 360 2,080.64 20020301 359 304,762.07 778 460,000
6998515859 20020301 20320201 360 2,395.09 20020401 359 359,704.91 767 450,000
6885275765 20020101 20311201 360 4,291.21 20020301 357 643,404.60 694 930,000
6944634663 20020301 20320201 360 2,958.24 20020301 359 461,592.39 633 660,000
6847022479 20020401 20320301 360 4,337.78 20020401 360 652,000.00 790 825,000
6859075910 20020301 20320201 360 1,991.81 20020301 359 302,945.27 686 379,000
6940137620 20020401 20320301 360 2,592.27 20020401 360 380,000.00 791 475,000
6047680365 20020401 20320301 360 2,694.88 20020401 360 400,000.00 703 525,000
6283894910 20020401 20320301 360 2,395.09 20020401 360 360,000.00 797 450,000
6405474187 20020401 20320301 360 2,526.45 20020401 360 375,000.00 807 700,000
6590598394 20020301 20320201 360 2,524.06 20020301 359 369,711.36 675 565,000
6637339000 20020401 20320301 360 2,428.55 20020401 360 356,000.00 755 625,000
6693258664 20020301 20320201 360 2,305.76 20020401 359 337,736.32 776 422,500
6360563644 20020301 20320201 360 3,225.13 20020301 359 460,907.68 689 615,000
6559301996 20020401 20320301 360 3,447.57 20020401 360 524,800.00 759 656,000
6460691436 20020301 20320201 360 2,817.89 20020301 359 469,532.11 705 1,680,000
6617479438 20020301 20320201 360 2,558.17 20020301 359 374,707.46 641 560,000
6107830850 20020401 20320301 360 3,570.71 20020401 360 530,000.00 729 800,000
6261011255 20020401 20320301 360 2,203.06 20020401 360 327,000.00 774 1,200,000
6384100134 20020301 20320201 360 2,616.77 20020301 359 413,625.73 675 1,100,000
6584720012 20020301 20320201 360 2,378.23 20020301 359 352,717.71 782 625,000
6627369157 20020401 20320301 360 6,653.03 20020401 360 1,000,000.00 770 1,540,000
6806738628 20020401 20320301 360 3,661.67 20020401 360 543,500.00 813 1,070,000
6296150680 20020401 20320301 360 3,368.60 20020401 360 500,000.00 768 960,000
6349680378 20020401 20320301 360 3,476.39 20020401 360 516,000.00 717 645,000
6946337547 20020401 20320301 360 2,627.72 20020401 360 400,000.00 721 519,000
6546313518 20020401 20320301 360 3,995.37 20020401 360 616,000.00 782 770,000
6271091040 20020401 20320301 360 3,725.70 20020401 360 560,000.00 770 745,000
6687235611 20020401 20320301 360 2,263.72 20020401 360 344,590.00 706 1,000,000
6565804637 20020401 20320301 360 3,675.80 20020401 360 552,500.00 729 1,910,000
6706373906 20020301 20320201 360 2,594.40 20020301 359 399,655.60 708 600,000
6979300370 20020301 20320201 360 2,180.64 20020301 359 344,688.11 782 710,000
6361462358 20020301 20320201 360 3,317.50 20020301 359 504,575.73 637 670,000
6522535324 20020301 20320201 360 2,622.06 20020301 359 374,721.69 719 520,000
6891889161 20020301 20320201 360 3,697.01 20020301 359 569,509.24 782 1,600,000
6769706992 20020301 20320201 360 6,737.19 20020301 359 999,200.31 766 1,375,000
6808121633 20020401 20320301 360 3,093.66 20020401 360 465,000.00 740 1,225,000
6879185780 20020401 20320301 360 3,699.09 20020401 360 556,000.00 699 695,000
6369364739 20020301 20320201 360 2,016.98 20020301 359 314,722.08 716 450,000
6929785837 20020301 20320201 360 2,417.37 20020301 359 349,733.67 697 545,000
6693342583 20020301 20320201 360 3,845.68 20020301 359 549,591.82 703 1,265,000
6707347016 20020401 20320301 360 2,594.68 20020401 360 390,000.00 778 512,000
6984899580 20020401 20320301 360 2,956.19 20020401 360 450,000.00 792 738,000
6495253640 20020301 20320201 360 3,659.17 20020301 359 549,549.16 741 900,000
6823968984 20020301 20320201 360 2,627.72 20020301 359 399,663.95 766 1,000,000
6073675263 20020401 20320301 360 6,653.03 20020401 360 1,000,000.00 744 1,650,000
6658471294 20020401 20320301 360 6,906.76 20020401 360 1,000,000.00 762 1,550,000
6265047065 20020401 20320301 360 6,653.03 20020401 360 1,000,000.00 794 1,932,000
6152961725 20020401 20320301 360 6,569.29 20020401 360 1,000,000.00 802 1,470,000
6123224583 20020301 20320201 360 6,992.15 20020301 359 999,257.85 668 2,560,000
6483377138 20020301 20320201 360 6,157.18 20020301 359 999,051.15 760 1,525,000
6165625853 20020301 20320201 360 6,646.38 20020301 359 998,181.12 758 1,750,000
6069116728 20020301 20320201 360 6,669.82 20020301 359 989,208.30 691 3,400,000
6872786501 20020301 20320201 360 6,187.32 20020301 359 929,237.68 730 1,775,000
6299753597 20020301 20320201 360 5,978.06 20020301 359 909,235.48 768 1,310,000
6565256382 20020401 20320301 360 5,886.09 20020401 360 896,000.00 725 1,485,000
6996171358 20020101 20311201 360 6,029.79 20020301 357 892,840.04 719 1,260,000
6201421978 20020401 20320301 360 5,866.72 20020401 360 860,000.00 734 1,075,000
6912519391 20020401 20320301 360 5,562.22 20020401 360 846,700.00 755 3,100,000
6725163106 20020401 20320301 360 5,461.20 20020401 360 842,000.00 761 1,685,000
6119116553 20020301 20320201 360 2,056.19 20020301 359 312,737.04 690 470,000
6737656907 20020401 20320301 360 2,102.01 20020401 360 312,000.00 689 390,000
6096603367 20020301 20320201 360 2,075.75 20020301 359 311,744.25 771 390,000
6947167687 20020301 20320201 360 2,036.48 20020301 359 309,739.56 774 410,000
6519855180 20020301 20320201 360 2,023.35 20020301 359 307,741.23 739 400,000
6399961819 20020301 20320201 360 1,943.61 20020301 359 307,222.01 756 775,000
6952798889 20020401 20320301 360 2,674.14 20020401 360 392,000.00 626 491,000
6643521526 20020301 20320201 360 2,588.32 20020301 359 409,129.80 678 585,000
6189606301 20020301 20320201 360 4,861.28 20020301 359 739,378.30 780 975,000
6545059716 20020401 20320301 360 3,260.80 20020401 360 484,000.00 671 675,000
6635768226 20020401 20320301 360 2,943.97 20020401 360 442,500.00 660 590,000
6911867486 20020301 20320201 360 3,130.27 20020301 359 476,099.68 703 610,000
6637785780 20020401 20320301 360 3,217.05 20020401 360 496,000.00 645 620,000
6828645215 20020301 20320201 360 2,443.78 20020401 359 371,687.47 725 465,000
6175488318 20020301 20320201 360 3,841.87 20020301 359 599,470.63 735 975,000
6814662380 20020101 20311201 360 4,084.96 20020301 357 612,481.30 712 875,000
6924480756 20020401 20320301 360 5,189.74 20020401 360 790,000.00 687 1,135,000
6694885341 20020401 20320301 360 3,301.23 20020401 360 490,000.00 631 700,000
6804406616 20020301 20320201 360 3,951.43 20020401 359 600,994.66 752 955,000
6049748053 20020301 20320201 360 3,425.89 20020301 359 521,061.87 781 745,000
6003128920 20020301 20320201 360 2,338.36 20020301 359 360,214.59 762 451,000
6826239912 20020101 20311201 360 4,162.03 20020301 357 648,270.02 745 1,100,000
6255741842 20020401 20320301 360 3,761.87 20020401 360 580,000.00 780 732,000
6796124094 20020401 20320301 360 2,473.93 20020401 360 371,850.00 766 465,000
6250366983 20020401 20320301 360 2,624.77 20020401 360 409,920.00 772 515,000
6651072461 20020401 20320301 360 2,692.56 20020401 360 394,700.00 712 740,000
6116547560 20020301 20320201 360 2,364.95 20020301 359 359,697.55 772 453,000
6232591534 20020401 20320301 360 3,138.02 20020401 360 460,000.00 684 575,000
6295665753 20020401 20320301 360 3,001.58 20020401 360 440,000.00 636 550,000
6325408737 20020301 20320201 360 2,967.66 20020301 359 429,348.05 786 750,000
6746605473 20020401 20320301 360 3,332.44 20020401 360 488,500.00 756 616,000
6905737752 20020401 20320301 360 2,465.72 20020401 360 357,000.00 781 517,000
6086014930 20020301 20320201 360 2,714.44 20020301 359 407,665.56 761 710,000
6198738814 20020301 20320201 360 2,831.04 20020301 359 410,814.33 790 625,000
6995059109 20020101 20311201 360 2,049.00 20020301 357 319,148.32 794 1,000,000
6337399171 20020301 20320201 360 2,270.10 20020301 359 349,698.65 692 635,000
6749851298 20020401 20320301 360 2,594.40 20020401 360 400,000.00 752 1,900,000
6196523473 20020301 20320201 360 2,162.24 20020301 359 324,733.59 736 425,000
6930616781 20020301 20320201 360 2,514.06 20020301 359 363,723.02 632 455,000
6905069685 20020301 20320201 360 2,286.31 20020301 359 352,196.50 687 452,000
6122474015 20020301 20320201 360 3,473.02 20020301 359 515,087.76 757 710,000
6496209831 20020301 20320201 360 4,215.89 20020301 359 649,440.36 781 985,000
6076528535 20020401 20320301 360 2,827.54 20020401 360 425,000.00 764 1,175,000
6890662411 20020401 20320301 360 4,958.57 20020401 360 736,000.00 756 920,000
6993641478 20020201 20320101 360 2,592.27 20020301 358 379,404.44 711 420,000
6723884679 20020301 20320201 360 2,206.35 20020301 359 367,633.65 649 460,000
6836687290 20020301 20320201 360 2,195.50 20020301 359 329,729.50 786 525,000
6703634177 20020401 20320301 360 2,233.56 20020401 360 340,000.00 733 465,000
6019961215 20020301 20320201 360 2,299.26 20020301 359 349,705.95 765 680,000
6692939165 20020301 20320201 360 5,372.14 20020301 359 786,885.67 795 1,050,000
6875997683 20020401 20320301 360 3,699.17 20020401 360 563,100.00 786 1,050,000
6603211662 20020401 20320301 360 2,575.43 20020401 360 387,106.56 718 532,000
6269967821 20020301 20320201 360 3,350.64 20020301 359 478,844.36 763 599,000
6063304163 20020301 20320201 360 2,431.18 20020301 359 351,732.15 771 450,000
6695568821 20020301 20320201 360 3,613.11 20020301 359 549,537.93 656 1,000,000
6573544381 20020301 20320201 360 2,358.02 20020401 359 349,720.11 771 720,000
6489049061 20020301 20320201 360 3,249.48 20020301 359 500,568.64 707 685,000
6134763140 20020301 20320201 360 2,230.72 20020301 359 326,744.90 704 600,000
6696757985 20020301 20320201 360 2,205.24 20020301 359 339,707.26 773 525,000
6990516657 20020401 20320301 360 3,820.19 20020401 360 560,000.00 777 700,000
6025334266 20020401 20320301 360 2,581.36 20020401 360 378,400.00 712 473,000
6359759708 20020401 20320301 360 2,640.98 20020401 360 392,000.00 747 515,000
6896876650 20020301 20320201 360 2,247.50 20020301 359 350,690.31 730 1,100,000
6492326274 20020401 20320301 360 2,569.32 20020401 360 372,000.00 778 471,000
6882697722 20020301 20320201 360 4,690.39 20020301 359 704,422.11 733 1,300,000
6934084697 20020301 20320201 360 2,543.16 20020301 359 372,509.17 792 466,000
6740711186 20020301 20320201 360 2,161.24 20020301 359 324,583.72 731 407,000
6286332785 20020401 20320301 360 2,432.25 20020401 360 375,000.00 727 560,000
6826241306 20020301 20320201 360 2,421.17 20020301 359 350,283.25 712 369,000
6716840886 20020301 20320201 360 2,164.26 20020301 359 337,701.78 801 705,000
6941562289 20020301 20320201 360 2,275.45 20020301 359 359,674.55 645 520,000
6231252930 20020301 20320201 360 2,867.46 20020301 359 430,646.71 761 800,000
6086423537 20020401 20320301 360 2,355.31 20020401 360 336,850.00 767 450,500
6178439854 20020301 20320201 360 2,476.63 20020301 359 376,683.27 755 980,000
6644835735 20020301 20320201 360 2,336.90 20020301 359 338,092.54 701 423,000
6798195407 20020401 20320301 360 3,442.71 20020401 360 511,000.00 802 950,000
6634817156 20020401 20320301 360 2,756.55 20020401 360 425,000.00 782 670,000
6132790079 20020401 20320301 360 2,410.93 20020401 360 367,000.00 769 535,000
6303108572 20020201 20320101 360 2,808.05 20020301 358 401,002.04 709 446,275
6196968967 20020301 20320201 360 2,533.12 20020401 359 384,928.38 776 482,000
6392763949 20020301 20320201 360 2,680.27 20020301 359 407,657.23 773 510,000
6796841440 20020301 20320201 360 2,963.00 20020301 359 428,673.56 737 550,000
6588930328 20020401 20320301 360 3,120.42 20020401 360 475,000.00 754 600,000
6071614561 20020401 20320301 360 2,305.28 20020401 360 346,500.00 700 457,000
6147649807 20020301 20320201 360 3,120.42 20020301 359 474,600.93 777 625,000
6108155687 20020301 20320201 360 2,348.30 20020301 359 339,741.28 676 425,000
6850361509 20020401 20320301 360 4,926.97 20020401 360 750,000.00 752 1,050,000
6952836986 20020401 20320301 360 3,132.49 20020401 360 448,000.00 793 560,000
6963369944 20020401 20320301 360 2,252.82 20020401 360 330,240.00 670 414,000
LOAN SALES
NUMBER PRICE
------ -----
6455649969 --
6728379212 557,500
6818122761 490,000
6273358991 --
6344552341 --
6517211956 412,000
6573732168 --
6911496823 490,000
6017585131 --
6217959201 442,500
6379532747 --
6418486046 --
6672260715 --
6687198199 393,000
6737237278 --
6791951442 650,000
6805175160 400,000
6844498060 --
6851245313 --
6865330051 779,900
6878971206 --
6019641361 --
6044821533 --
6131858273 489,000
6224762200 615,000
6434130107 --
6442455207 --
6509287311 --
6596489309 655,600
6664486815 --
6680380794 --
6684858993 485,000
6738156055 433,125
6799105025 505,064
6806657273 --
6806798069 --
6902270336 525,000
6495076215 --
6003868889 525,000
6009088094 --
6018396736 395,000
6027244174 560,000
6126971271 --
6184119128 --
6190884830 380,000
6217221917 --
6240203742 1,100,000
6334422240 --
6375996334 611,500
6417267819 395,000
6514135596 355,000
6515125117 --
6533997620 710,000
6602473297 --
6671365986 559,500
6702464873 695,000
6709611831 553,615
6746744900 --
6799744740 --
6802518602 --
6869387594 764,750
6940341909 426,402
6965242792 --
6979423461 536,117
6986458476 --
6008077627 645,000
6155085142 448,000
6187285264 --
6203546517 --
6258329967 --
6336612129 --
6353119800 --
6420579291 --
6514194445 420,000
6535937269 --
6568815408 --
6651524214 556,900
6745475423 1,057,700
6995173942 --
6037433478 --
6398291739 --
6495433911 --
6706181390 --
6213304097 --
6508668768 --
6352308768 --
6187832230 --
6233996633 --
6683778507 --
6722663686 --
6781998932 --
6820207907 --
6854081608 --
6905804081 --
6025450948 --
6184044482 --
6277658438 --
6326445670 499,900
6357034468 --
6396794668 --
6405452225 579,900
6487139047 --
6557333843 --
6643801944 --
6742545541 829,900
6828355021 --
6859215219 --
6892243509 --
6897844079 --
6069350459 --
6098031344 --
6110952691 --
6154900044 --
6196315235 --
6277261803 --
6319956329 --
6353234526 448,000
6356590668 468,000
6430224292 --
6507087523 760,000
6524744890 675,000
6652896538 516,000
6677906908 475,000
6897776164 488,000
6901876760 440,000
6938722052 --
6956011388 610,000
6962792740 --
6714214167 --
6189494914 --
6315726155 --
6537632645 613,380
6557867360 --
6690177123 449,000
6257037330 --
6424735626 715,000
6447754711 --
6570707601 --
6608266380 700,000
6883827468 --
6045420624 --
6137086655 --
6164208198 --
6292069678 --
6323600764 --
6341080262 --
6344402109 535,000
6490474035 575,000
6497628815 --
6540734305 --
6610592534 450,000
6636380179 --
6642721838 --
6663025986 --
6685532159 575,000
6697842737 742,000
6774342965 2,685,418
6888962484 --
6907968579 --
6937681010 --
6950813995 515,000
6995651657 --
6214270206 677,570
6327780836 --
6856912842 --
6941681642 --
6258116745 --
6281947157 --
6154932914 --
6251469745 511,500
6372433968 450,000
6379027482 630,620
6431145082 --
6543261488 --
6602889625 --
6715335755 --
6116088755 935,923
6291182571 --
6512944387 344,000
6607585996 --
6827088169 --
6602054105 --
6522641262 435,000
6536304899 --
6068373346 --
6088764342 --
6186292097 --
6224281250 --
6380982220 495,000
6424495007 --
6424859137 --
6439250272 --
6461213297 --
6478752378 --
6497531068 --
6533617871 1,180,000
6640657463 539,500
6644532274 --
6712168381 430,000
6930942310 --
6935186186 --
6940976159 --
6965275784 400,000
6118159364 432,000
6320642678 --
6392247208 --
6541428931 385,000
6099027366 --
6158902921 1,188,000
6292711782 --
6312492546 925,000
6370242197 505,000
6383370498 --
6395544478 --
6402752445 620,628
6404657113 --
6428106121 --
6558502404 --
6565047567 --
6590516750 891,000
6766612318 --
6787080222 --
6797699425 630,000
6022212754 --
6166308137 --
6189870634 647,500
6210498603 490,000
6289850908 --
6356632585 688,000
6362896976 --
6386533506 --
6443936296 430,000
6466042469 --
6473687405 --
6488041770 --
6508174668 --
6571117883 --
6583586596 --
6601560458 --
6635783696 860,000
6636048412 --
6644030899 665,000
6656721245 445,000
6667251604 --
6672619779 --
6709701434 --
6740769119 --
6771376446 --
6776197870 --
6856442790 --
6866188474 --
6955930711 720,000
6956963307 454,900
6918008035 --
6947978802 --
6001005294 390,000
6066542058 --
6228787575 500,000
6237804841 --
6297110022 540,000
6307133006 --
6425176077 555,000
6425746994 --
6519699026 480,000
6538841674 470,000
6566851363 --
6598973508 --
6608704398 --
6666501280 640,000
6957033514 --
6960502653 --
6294255408 --
6387282285 --
6401474470 --
6675924697 1,095,000
6583601031 --
6911601711 --
6213029967 759,900
6571266805 --
6948306771 --
6100405957 --
6401624389 725,000
6453283563 650,000
6633606550 1,450,000
6790620675 --
6819741452 --
6820860788 --
6397072825 746,000
6508082978 --
6616305139 --
6641133548 --
6831326670 --
6072138321 --
6205436501 --
6314147981 525,000
6012057193 --
6027906491 --
6076984019 --
6135668371 --
6160764194 --
6765426793 1,025,000
6465875802 1,214,391
6487612860 --
6583040578 --
6762185293 725,945
6829385696 --
6988947278 --
6079869506 735,000
6415125753 --
6604846144 690,000
6867277904 --
6009651453 --
6992580529 --
6555442539 --
6571679544 --
6603038958 --
6982808153 --
6986335344 --
6813201511 --
6293372964 --
6895401153 --
6935807526 987,700
6995753834 565,000
6821509111 --
6906509580 --
6274113353 635,000
6592671918 --
6951886826 470,000
6526460305 --
6526194318 --
6829434643 --
6980833526 --
6605455168 --
6577516161 929,000
6679308111 --
6755676266 1,000,000
6962436462 --
6963288805 --
6966948512 --
6114839860 --
6291803275 --
6635404830 --
6824209313 480,000
6148261651 --
6636059369 --
6831718447 690,000
6997610842 --
6084142964 --
6174170487 --
6374548177 --
6278420564 --
6501334459 719,000
6623999148 1,625,000
6108597599 --
6150634803 --
6682508897 --
6908961169 618,000
6996946783 --
6133599099 725,000
6150736285 --
6455107828 --
6734650309 --
6498708657 --
6482745582 --
6588145844 --
6998515859 450,000
6885275765 --
6944634663 --
6847022479 --
6859075910 379,000
6940137620 --
6047680365 --
6283894910 --
6405474187 --
6590598394 --
6637339000 --
6693258664 422,500
6360563644 --
6559301996 656,000
6460691436 --
6617479438 --
6107830850 --
6261011255 --
6384100134 --
6584720012 --
6627369157 1,540,000
6806738628 --
6296150680 --
6349680378 645,000
6946337547 --
6546313518 770,000
6271091040 735,000
6687235611 --
6565804637 --
6706373906 --
6979300370 --
6361462358 --
6522535324 --
6891889161 --
6769706992 1,375,000
6808121633 --
6879185780 --
6369364739 --
6929785837 --
6693342583 1,290,000
6707347016 502,000
6984899580 738,000
6495253640 --
6823968984 --
6073675263 1,650,000
6658471294 1,550,000
6265047065 1,932,000
6152961725 1,450,000
6123224583 --
6483377138 1,525,000
6165625853 --
6069116728 --
6872786501 --
6299753597 1,310,000
6565256382 --
6996171358 --
6201421978 1,075,000
6912519391 --
6725163106 --
6119116553 --
6737656907 390,000
6096603367 --
6947167687 --
6519855180 --
6399961819 --
6952798889 --
6643521526 --
6189606301 --
6545059716 --
6635768226 --
6911867486 --
6637785780 --
6828645215 465,000
6175488318 --
6814662380 --
6924480756 1,135,000
6694885341 --
6804406616 --
6049748053 --
6003128920 450,657
6826239912 1,100,000
6255741842 729,900
6796124094 464,834
6250366983 512,400
6651072461 --
6116547560 --
6232591534 --
6295665753 550,000
6325408737 --
6746605473 --
6905737752 --
6086014930 --
6198738814 --
6995059109 --
6337399171 --
6749851298 --
6196523473 425,000
6930616781 --
6905069685 --
6122474015 --
6496209831 --
6076528535 --
6890662411 --
6993641478 400,000
6723884679 --
6836687290 --
6703634177 465,000
6019961215 680,000
6692939165 1,050,000
6875997683 --
6603211662 --
6269967821 599,000
6063304163 440,000
6695568821 --
6573544381 710,000
6489049061 --
6134763140 --
6696757985 --
6990516657 700,000
6025334266 473,000
6359759708 490,000
6896876650 --
6492326274 465,000
6882697722 --
6934084697 466,000
6740711186 406,065
6286332785 --
6826241306 369,000
6716840886 --
6941562289 --
6231252930 --
6086423537 449,160
6178439854 --
6644835735 422,946
6798195407 --
6634817156 --
6132790079 --
6303108572 446,275
6196968967 --
6392763949 510,000
6796841440 --
6588930328 --
6071614561 --
6147649807 625,000
6108155687 425,000
6850361509 944,000
6952836986 560,000
6963369944 413,600
LOAN COUNT: 513
CUT-OFF DATE PB: $248,273,714.22
UNPAID PB W/A: $483,964.00
INTEREST RATE W/A: 7.00%
REMAINING TERM W/A: 359
EXHIBIT D-2
LOAN GROUP 2 MORTGAGE LOAN SCHEDULE
BANK OF AMERICA MORTGAGE SECURITIES, INC.
BAMSI 2002-3: GROUP 2
MORTGAGE LOAN SCHEDULE
LOAN PROPERTY LOAN DOC ORIG ORIGINAL INTEREST
NUMBER TYPE OCCUPANCY PURPOSE TYPE LTV PB RATE
------ -------- --------- ------- ---- ---- -------- --------
6195731002 Single Family Primary Cash-out Refinance Standard 38.46 750,000 6.750
6349160405 Single Family Primary Refinance Reduced 43.55 392,000 7.000
6767065805 Single Family Primary Refinance Reduced 72.03 425,000 7.250
6665016876 Single Family Primary Refinance Rapid 80.00 392,000 7.375
6904046403 Single Family Primary Refinance Standard 64.81 350,000 6.875
6292508832 Single Family Primary Refinance Rapid 76.59 517,000 7.125
6341162573 Single Family Primary Refinance Standard 38.47 321,250 6.875
6339862671 Single Family Primary Cash-out Refinance Standard 53.33 400,000 6.875
6415932869 Single Family Primary Purchase Rapid 80.00 444,000 6.875
6020742216 Single Family Primary Cash-out Refinance Standard 24.70 315,000 6.625
6377576449 Single Family Primary Purchase Rapid 80.00 396,000 7.000
6932304576 Single Family Primary Refinance Rapid 52.66 395,000 7.125
6960122551 Two Family Primary Refinance Standard 78.86 418,000 7.000
6874753186 Single Family Primary Refinance Standard 58.16 698,000 6.625
6239983502 Single Family Primary Purchase Standard 52.63 500,000 7.250
6320792846 Single Family Primary Refinance Reduced 47.54 485,000 6.625
6376047152 Single Family Primary Purchase Rapid 80.00 362,400 7.375
6120499154 Condominium Primary Purchase Standard 80.00 484,000 7.125
6867729276 Single Family Primary Refinance Reduced 45.34 725,500 6.750
6304722793 PUD Primary Cash-out Refinance Standard 45.83 550,000 7.750
6010523436 Two Family Primary Refinance Standard 11.42 400,000 6.750
6501159021 Single Family Primary Purchase Rapid 75.00 591,750 6.875
6930241861 PUD Primary Refinance Standard 76.53 750,000 6.750
6391235113 Single Family Primary Purchase Rapid 80.00 440,000 7.125
6950580404 Townhouse Primary Cash-out Refinance Standard 75.00 435,000 6.500
6325345186 Single Family Primary Purchase Rapid 80.00 364,800 7.125
6454876878 Single Family Primary Refinance All Ready Home 68.81 335,840 7.375
6530487260 Single Family Secondary Cash-out Refinance Rapid 69.47 330,000 6.750
6591116717 Single Family Primary Refinance All Ready Home 58.67 460,600 6.875
6189805473 Single Family Primary Purchase Rapid 80.00 620,000 6.875
6425958540 Single Family Primary Purchase Standard 80.00 664,000 6.750
6322040947 PUD Primary Cash-out Refinance Reduced 45.47 313,800 7.000
6096681314 Single Family Primary Purchase Reduced 40.87 600,000 6.750
6923453168 Single Family Primary Refinance Rapid 78.30 722,000 7.000
6677759497 Single Family Primary Purchase Rapid 90.00 448,200 7.000
6652333284 PUD Primary Refinance Rapid 73.69 633,000 7.125
6482413751 PUD Primary Cash-out Refinance Reduced 62.11 500,000 7.375
6716632671 Single Family Primary Cash-out Refinance Rapid 80.00 356,000 7.125
6508660955 Single Family Primary Purchase Reduced 80.00 315,200 6.750
6862267553 PUD Primary Refinance Reduced 77.00 562,151 7.375
6035772901 Single Family Primary Purchase Reduced 80.00 448,000 6.875
6087463227 PUD Investor Refinance Standard 43.66 393,000 7.000
6079094626 Single Family Primary Refinance Rapid 53.95 361,500 7.000
6656310262 Single Family Primary Purchase Rapid 80.00 408,000 7.000
6644093327 Single Family Primary Refinance Reduced 43.51 343,800 6.750
6900255800 Single Family Primary Cash-out Refinance Reduced 60.52 575,000 6.875
6752555729 PUD Primary Refinance Rapid 68.33 512,500 6.750
6768258953 Single Family Primary Purchase Rapid 80.00 452,000 7.125
6345048893 Single Family Primary Refinance Rapid 51.75 828,000 7.000
6137055197 Single Family Primary Purchase Rapid 80.00 600,000 6.875
6460920439 Single Family Primary Refinance Rapid 66.66 400,000 6.750
6935769908 Single Family Primary Refinance Reduced 64.72 356,000 7.000
6858948992 Single Family Primary Purchase Rapid 80.00 496,000 6.625
6643229500 Single Family Primary Purchase Reduced 80.00 368,000 7.375
6691391632 Single Family Primary Cash-out Refinance Standard 74.97 457,000 6.875
6115826585 Single Family Primary Purchase Rapid 80.00 520,000 7.500
6838935358 Single Family Primary Cash-out Refinance Rapid 58.82 500,000 7.000
6563936191 PUD Primary Refinance All Ready Home 65.22 335,910 6.875
6336573636 PUD Primary Cash-out Refinance Rapid 51.85 420,000 7.125
6696493441 Single Family Primary Cash-out Refinance Reduced 52.05 354,000 6.875
6309826623 Single Family Primary Cash-out Refinance Standard 75.00 330,000 6.750
6880327090 Single Family Primary Cash-out Refinance Rapid 54.78 630,000 7.000
6990461094 Single Family Primary Refinance Reduced 66.66 500,000 6.875
6066372084 Single Family Primary Refinance Rapid 67.19 383,000 7.125
6007176677 Single Family Secondary Refinance Rapid 75.51 518,000 7.250
6505906005 Condominium Secondary Refinance Standard 74.28 650,000 6.750
6175699583 Single Family Primary Refinance Rapid 42.96 580,000 6.750
6715293715 Condominium Secondary Purchase Rapid 76.47 650,000 6.750
6474397731 Single Family Primary Cash-out Refinance Standard 27.62 442,000 6.750
6476439317 Single Family Primary Refinance Rapid 60.68 338,000 6.750
6220270174 Single Family Primary Cash-out Refinance Standard 69.93 500,000 6.500
6742977785 Single Family Primary Cash-out Refinance Rapid 67.30 514,850 7.125
6432183082 High-Rise Condo Primary Cash-out Refinance Rapid 46.10 355,000 7.125
6828932787 Single Family Primary Refinance Rapid 41.68 333,500 6.750
6651046945 Single Family Primary Purchase Rapid 80.00 384,000 6.875
6811234092 PUD Primary Purchase Standard 79.99 348,700 7.000
6058937399 PUD Primary Purchase Reduced 73.75 340,000 6.875
6638412467 PUD Primary Refinance Reduced 39.81 382,226 6.750
6977036935 Single Family Primary Refinance Rapid 80.00 356,000 7.250
6674172280 PUD Primary Purchase Rapid 79.99 454,238 7.000
6811269478 Condominium Secondary Refinance Rapid 75.00 360,000 6.875
6849732505 Single Family Primary Refinance Standard 46.86 492,050 6.750
6633150138 Condominium Secondary Purchase Reduced 80.00 320,000 7.375
6817118737 PUD Primary Refinance Standard 78.10 433,500 7.375
6096299307 Single Family Primary Purchase Reduced 80.00 500,000 7.500
6281260734 Single Family Primary Refinance All Ready Home 74.30 350,000 7.000
6917657683 Condominium Primary Refinance Standard 73.08 592,000 6.750
6465982962 PUD Primary Refinance Reduced 68.23 580,000 7.000
6541804123 Single Family Primary Cash-out Refinance Rapid 80.00 388,000 6.750
6233327482 PUD Primary Cash-out Refinance Rapid 78.91 378,000 6.875
6751149169 Single Family Primary Purchase Rapid 73.15 417,000 7.125
6242463328 Single Family Primary Purchase Rapid 80.00 460,000 7.250
6026605417 Single Family Primary Refinance Standard 73.70 398,000 6.625
6170028937 PUD Primary Refinance Reduced 59.68 385,000 6.750
6996989767 Single Family Primary Purchase Rapid 80.00 696,000 6.750
6868072940 PUD Primary Cash-out Refinance Standard 74.88 322,000 6.875
6607203426 PUD Primary Cash-out Refinance Standard 74.07 400,000 6.750
6110048623 PUD Primary Refinance Reduced 51.97 369,000 6.750
6498492708 Condominium Primary Cash-out Refinance Standard 59.15 420,000 6.750
6212662685 Single Family Primary Purchase Reduced 80.00 480,000 6.750
6083133881 Condominium Primary Refinance Standard 56.50 452,000 6.750
6481503610 PUD Primary Purchase Reduced 80.00 432,800 6.875
6030211624 PUD Primary Cash-out Refinance Standard 35.41 425,000 7.500
6802188976 PUD Primary Cash-out Refinance Rapid 68.76 333,500 6.875
6779042099 PUD Primary Refinance Reduced 79.38 428,678 6.875
6482097240 Single Family Primary Purchase Rapid 79.99 343,900 7.250
6145773278 Single Family Primary Refinance All Ready Home 78.22 528,000 7.000
6543624776 Single Family Primary Cash-out Refinance Standard 73.14 384,000 6.875
6299815198 Single Family Primary Refinance Reduced 73.73 490,350 7.125
6428516667 Single Family Primary Refinance Standard 80.00 444,000 6.875
6927245495 PUD Primary Refinance Standard 80.00 648,000 6.875
6145202914 PUD Primary Refinance Standard 73.90 406,500 7.500
6527538810 Single Family Primary Cash-out Refinance Reduced 76.92 400,000 7.000
6779681391 Single Family Primary Refinance Standard 80.00 392,000 7.125
6286321515 Single Family Primary Purchase Reduced 66.11 400,000 7.125
6856459463 Single Family Primary Refinance Standard 72.14 404,000 6.875
6387049569 Single Family Primary Purchase Rapid 75.00 802,500 7.500
6386459157 Single Family Primary Refinance Rapid 67.76 515,000 6.125
6480777314 Single Family Secondary Refinance Rapid 50.61 329,000 7.250
6076743951 Single Family Primary Refinance Reduced 57.89 550,000 7.000
6020502537 Single Family Primary Refinance Rapid 50.74 441,500 7.375
6364130077 Single Family Primary Purchase Rapid 75.00 523,500 7.125
6154487976 Single Family Primary Purchase Rapid 80.00 420,000 7.625
6064592055 Single Family Primary Cash-out Refinance Rapid 77.41 360,000 7.125
6502446245 Single Family Primary Refinance Reduced 29.18 445,000 6.875
6345738311 Condominium Primary Cash-out Refinance Standard 70.00 343,000 7.125
6857663048 Two Family Primary Refinance Standard 70.00 455,000 7.125
6838907878 Single Family Primary Cash-out Refinance Standard 65.15 352,500 7.000
6332525945 Single Family Primary Purchase Reduced 80.00 344,000 7.125
6564456967 Single Family Primary Purchase Standard 80.00 424,000 7.125
6313518539 Single Family Primary Refinance Rapid 67.84 346,000 6.750
6504480226 Single Family Primary Refinance Reduced 21.92 548,000 6.875
6528809780 Single Family Primary Refinance Rapid 21.39 727,500 6.875
6415832838 Single Family Primary Cash-out Refinance Rapid 59.20 740,000 6.875
6503133164 Single Family Primary Purchase Rapid 57.61 397,000 7.125
6328943151 Condominium Primary Refinance Reduced 76.98 392,600 6.500
6509423916 PUD Primary Cash-out Refinance Rapid 66.35 338,400 6.750
6592808411 Condominium Primary Cash-out Refinance Standard 71.42 325,000 7.750
6317551379 Single Family Primary Refinance Rapid 73.86 325,000 6.750
6499908884 Two Family Primary Cash-out Refinance Standard 70.00 507,500 6.625
6222606987 PUD Primary Cash-out Refinance Standard 32.72 450,000 6.750
6508707970 Single Family Primary Refinance Reduced 56.21 416,000 6.625
6540455141 Single Family Primary Purchase Rapid 62.22 700,000 7.125
6629326999 Single Family Primary Cash-out Refinance Rapid 65.11 700,000 6.875
6247159111 Single Family Primary Purchase Rapid 70.51 385,000 7.125
6369109191 PUD Primary Refinance Standard 71.38 514,000 7.000
6383321517 Single Family Primary Purchase Rapid 55.22 370,000 7.000
6445563338 Single Family Primary Cash-out Refinance Reduced 50.00 365,000 6.875
6354406842 Single Family Primary Cash-out Refinance Standard 66.41 350,000 7.125
6608753080 Single Family Primary Refinance Standard 70.00 668,500 7.250
6340744207 Single Family Primary Purchase Standard 74.19 575,000 6.750
6567965196 Single Family Primary Refinance Rapid 24.33 365,000 6.875
6516033336 Single Family Primary Purchase Rapid 80.00 544,000 7.250
6859209592 Single Family Primary Cash-out Refinance Rapid 43.75 350,000 6.875
6340219242 Two Family Primary Purchase Standard 79.05 434,800 6.875
6383184360 Two Family Primary Refinance Standard 46.42 650,000 6.500
6786179264 Condominium Primary Purchase Reduced 80.00 419,200 6.500
6946208185 Two Family Primary Cash-out Refinance Standard 52.77 475,000 6.750
6572715644 Single Family Primary Purchase Rapid 80.00 468,000 6.875
6636240043 Single Family Primary Refinance Rapid 80.00 724,000 6.500
6087276843 Single Family Primary Refinance Standard 64.57 452,000 6.750
6278895369 Single Family Primary Refinance Standard 74.61 485,000 7.375
6174656345 Single Family Primary Purchase Reduced 68.64 416,000 6.750
6246434937 Two Family Primary Refinance Standard 54.72 643,000 6.875
6241024766 Condominium Primary Cash-out Refinance Standard 62.85 440,000 7.250
6759874156 Single Family Primary Refinance Reduced 40.76 534,000 6.875
6647570677 Single Family Primary Refinance All Ready Home 52.05 494,500 6.625
6671442603 Single Family Primary Refinance Reduced 63.70 395,000 7.000
6641855934 Condominium Primary Refinance Standard 72.76 382,000 6.750
6725701715 Single Family Primary Purchase Standard 80.00 527,200 7.125
6585436162 Single Family Primary Purchase Rapid 80.00 488,000 7.375
6087656101 Single Family Primary Cash-out Refinance Standard 66.59 665,900 6.875
6175199766 Single Family Investor Refinance Standard 40.00 400,000 6.875
6745860350 Single Family Primary Refinance Rapid 50.33 604,000 6.875
6662565701 Single Family Primary Cash-out Refinance Rapid 72.72 400,000 7.125
6330512812 Single Family Primary Cash-out Refinance Rapid 67.32 340,000 7.125
6591885519 Two Family Investor Refinance Standard 70.00 434,000 7.625
6287873589 PUD Primary Purchase Rapid 85.00 391,000 6.875
6054020398 Townhouse Primary Cash-out Refinance Standard 75.00 525,000 6.625
6770462429 Single Family Primary Purchase Rapid 80.00 740,000 7.250
6269720816 PUD Primary Refinance Rapid 80.00 640,000 6.750
6424387832 Single Family Primary Refinance Standard 73.71 833,000 7.375
6751677789 Single Family Primary Cash-out Refinance Reduced 46.47 395,000 6.750
6291016811 Single Family Primary Refinance Reduced 80.00 320,000 6.875
6962844467 Single Family Primary Refinance Standard 80.00 368,000 7.250
6566036858 Single Family Primary Cash-out Refinance Rapid 56.62 453,000 6.625
6578848530 Single Family Investor Refinance Standard 59.66 352,000 6.625
6269421720 PUD Primary Purchase Rapid 80.00 496,800 7.250
6364844222 PUD Primary Cash-out Refinance Reduced 71.66 430,000 6.875
6549567730 Single Family Primary Refinance Reduced 65.78 500,000 7.000
6518904070 Single Family Primary Purchase Rapid 80.00 328,000 7.250
6404243609 Single Family Primary Cash-out Refinance Standard 73.45 404,000 7.000
6564200548 Single Family Primary Cash-out Refinance Reduced 70.00 378,000 6.875
6313582568 Single Family Primary Cash-out Refinance Reduced 52.19 548,000 6.875
6692245035 Single Family Primary Cash-out Refinance Rapid 61.73 463,000 6.875
6196169871 PUD Primary Purchase Rapid 80.00 380,000 6.500
6293112337 Single Family Primary Purchase Rapid 80.00 523,200 6.875
6009807634 Single Family Primary Cash-out Refinance Standard 70.83 425,000 7.250
6273158383 Single Family Primary Cash-out Refinance Rapid 79.52 400,000 7.000
6731131360 Single Family Primary Refinance Rapid 35.40 601,800 7.250
6820467089 Single Family Primary Cash-out Refinance Reduced 65.78 750,000 6.750
6624401367 Single Family Primary Refinance Reduced 28.94 550,000 6.875
6972669375 PUD Primary Purchase Rapid 80.00 471,600 7.375
6829552451 PUD Primary Cash-out Refinance Rapid 70.00 378,000 7.250
6737793452 Single Family Primary Purchase Rapid 78.45 750,000 7.000
6601579284 Single Family Primary Cash-out Refinance Standard 64.07 330,000 6.875
6381290698 Single Family Primary Purchase Rapid 80.00 490,400 7.125
6443458499 Single Family Primary Refinance Stated 46.87 450,000 7.125
6391129506 Single Family Primary Refinance Rapid 60.61 642,500 6.500
6182664620 Single Family Primary Purchase Rapid 80.00 476,000 7.125
6132070647 Single Family Primary Cash-out Refinance Rapid 70.00 483,000 7.250
6213245316 Single Family Primary Purchase Rapid 80.00 480,000 7.125
6991942928 Single Family Primary Purchase Rapid 80.00 457,600 6.750
6888892541 Single Family Primary Refinance Standard 80.00 360,000 7.250
6856930372 Single Family Primary Refinance Rapid 63.17 537,000 6.625
6121707175 Single Family Primary Refinance Rapid 80.00 360,000 7.625
6056072983 Single Family Primary Cash-out Refinance Standard 58.33 700,000 7.000
6998109307 Single Family Primary Cash-out Refinance Reduced 43.71 400,000 6.750
6564990684 Single Family Primary Cash-out Refinance Rapid 66.66 600,000 6.875
6887067830 Single Family Primary Purchase Standard 80.00 576,000 6.875
6750543164 Single Family Primary Refinance Standard 68.04 558,000 6.625
6571066940 Single Family Primary Cash-out Refinance Standard 72.71 429,000 6.875
6230557057 PUD Primary Cash-out Refinance Rapid 74.00 370,000 7.250
6997430464 Single Family Primary Purchase Rapid 80.00 563,600 6.875
6988435019 Single Family Primary Refinance Reduced 66.37 421,500 6.500
6217680559 Two Family Investor Refinance Standard 30.40 456,000 7.000
6413572543 Single Family Primary Refinance Reduced 16.07 434,000 6.875
6063037631 Single Family Primary Cash-out Refinance Rapid 54.68 350,000 6.750
6965176255 Single Family Primary Cash-out Refinance Reduced 61.81 340,000 6.875
6881063264 Single Family Primary Cash-out Refinance Rapid 70.00 458,500 6.750
6651706365 Single Family Primary Purchase Rapid 80.00 432,000 7.000
6554720513 Single Family Primary Purchase Rapid 65.92 445,000 7.125
6657903602 Single Family Primary Cash-out Refinance Standard 67.96 350,000 7.125
6763948434 Single Family Primary Purchase Rapid 80.00 416,000 6.875
6393309734 Single Family Primary Cash-out Refinance Reduced 73.79 428,000 7.375
6863331671 Single Family Primary Refinance Rapid 69.76 353,000 7.375
6897479124 Single Family Primary Cash-out Refinance Rapid 66.89 491,650 7.125
6245247207 Single Family Primary Cash-out Refinance Rapid 54.42 400,000 6.875
6155850891 Single Family Primary Purchase Reduced 80.00 366,400 7.250
6664335244 Single Family Primary Purchase Reduced 80.00 325,600 7.125
6806940828 Single Family Primary Cash-out Refinance Standard 75.00 450,000 6.750
6346672378 Single Family Primary Refinance Rapid 80.00 416,000 7.125
6054543092 Single Family Primary Refinance Standard 79.26 432,000 7.500
6675588070 Single Family Primary Refinance Rapid 63.20 395,000 6.875
6031388173 Single Family Primary Cash-out Refinance Rapid 50.86 412,000 6.875
6739324454 PUD Primary Cash-out Refinance Reduced 70.00 399,000 6.750
6517425689 Single Family Primary Purchase Reduced 79.99 375,265 6.500
6961693097 Single Family Primary Purchase Standard 95.00 316,350 7.000
6770259536 Single Family Primary Refinance Rapid 31.25 500,000 6.500
6517060411 Single Family Primary Purchase Rapid 65.14 370,000 7.125
6097503459 Single Family Primary Cash-out Refinance Rapid 45.00 360,000 6.875
6273091592 PUD Primary Purchase Rapid 74.57 660,000 6.875
6016720150 PUD Primary Purchase Rapid 54.16 390,000 6.875
6180423870 Single Family Primary Refinance Rapid 71.57 340,000 6.750
6984807880 Single Family Primary Refinance All Ready Home 72.59 490,000 7.375
6892658151 Single Family Primary Purchase Rapid 80.00 360,000 7.000
6223853646 PUD Primary Purchase Rapid 64.32 550,000 7.000
6324058194 Single Family Primary Cash-out Refinance Rapid 70.00 336,000 7.000
6873759721 Single Family Secondary Refinance All Ready Home 25.15 503,000 6.875
6941036797 Single Family Secondary Refinance Standard 71.76 366,000 7.375
6675061938 Single Family Primary Cash-out Refinance Rapid 45.89 335,000 6.875
6009172534 Single Family Primary Purchase Reduced 80.00 404,000 6.750
6020693302 Single Family Primary Refinance Rapid 49.43 750,000 6.875
6564132907 Single Family Primary Cash-out Refinance Rapid 37.25 450,000 7.125
6567361206 PUD Primary Refinance Standard 51.41 437,000 6.500
6561893030 Single Family Primary Cash-out Refinance Reduced 65.95 370,000 6.750
6133049913 PUD Primary Purchase Rapid 80.00 430,000 7.000
6239737411 PUD Primary Purchase Rapid 89.90 413,540 6.750
6070851552 Two Family Primary Cash-out Refinance Standard 50.30 415,000 7.125
6122718999 PUD Primary Purchase Rapid 70.00 350,000 7.125
6809598755 Single Family Primary Refinance Rapid 47.33 355,000 6.500
6587626273 Single Family Primary Refinance Reduced 80.00 332,000 6.500
6831887325 Single Family Primary Purchase Rapid 80.00 404,000 7.250
6799313165 Single Family Primary Refinance Reduced 79.95 383,000 6.875
6181178002 Single Family Primary Refinance Rapid 80.00 376,000 7.000
6423827531 Single Family Primary Purchase Rapid 80.00 555,040 7.375
6012715444 Single Family Primary Purchase Rapid 80.00 332,000 6.875
6456440525 Single Family Primary Cash-out Refinance Rapid 70.00 548,800 6.875
6114134452 Single Family Primary Refinance Reduced 36.01 369,150 6.750
6656321285 Single Family Primary Cash-out Refinance Standard 75.00 480,000 7.250
6061014624 Single Family Primary Refinance Standard 44.74 313,200 7.625
6037607659 Single Family Primary Cash-out Refinance Reduced 69.23 405,000 6.875
6076055893 Single Family Primary Cash-out Refinance Reduced 53.84 350,000 6.875
6454027654 Single Family Primary Refinance Rapid 62.26 358,000 7.000
6305348507 Single Family Primary Purchase Standard 80.00 436,000 6.875
6848243884 Single Family Primary Cash-out Refinance Standard 55.39 421,000 6.750
6925742600 Single Family Primary Purchase Rapid 80.00 452,000 7.250
6205004200 Single Family Primary Refinance Reduced 68.44 640,000 6.875
6585430090 Single Family Primary Cash-out Refinance Standard 25.80 400,000 7.000
6932701037 Single Family Primary Cash-out Refinance Rapid 75.00 322,500 6.875
6167512042 Single Family Primary Refinance Rapid 73.33 385,000 6.875
6008554476 Single Family Secondary Refinance All Ready Home 54.71 383,000 7.250
6467887979 Single Family Primary Refinance Standard 64.16 385,000 7.125
6415028486 Single Family Primary Purchase Rapid 79.99 436,775 7.250
6912974802 Single Family Primary Purchase Standard 80.00 399,200 7.125
6595515054 PUD Primary Refinance Standard 55.09 400,000 6.875
6444185893 Single Family Primary Refinance Standard 80.00 360,000 7.625
6542090508 PUD Primary Cash-out Refinance Standard 65.00 520,000 6.875
6529231513 Single Family Primary Purchase Rapid 49.07 400,000 6.875
6197084574 Single Family Primary Cash-out Refinance Rapid 41.86 450,000 7.125
6141798980 Single Family Primary Refinance Standard 75.47 600,000 6.750
6930752040 Single Family Primary Refinance Reduced 71.75 375,274 7.250
6048473877 Single Family Primary Purchase Rapid 80.00 447,200 7.375
6152583040 Single Family Primary Refinance Standard 79.91 378,000 7.250
6283305685 Single Family Primary Refinance Standard 67.50 378,000 6.875
6056784330 Single Family Primary Purchase Reduced 80.00 352,000 7.250
6596312451 PUD Primary Refinance Rapid 49.25 362,000 6.750
6786850484 PUD Primary Purchase Reduced 60.31 380,000 7.000
6528134742 Single Family Primary Cash-out Refinance Standard 74.95 395,000 6.875
6477270752 Single Family Primary Refinance Rapid 68.00 408,000 7.375
6087245830 Single Family Primary Cash-out Refinance Rapid 79.54 350,000 7.250
6395739508 Single Family Primary Refinance Standard 73.77 332,000 7.375
6594783950 PUD Primary Purchase Reduced 76.98 669,000 6.375
6710339877 Single Family Primary Cash-out Refinance Rapid 72.79 495,000 7.375
6867308691 PUD Primary Cash-out Refinance Rapid 77.17 350,000 6.875
6643309500 Single Family Primary Refinance Standard 80.00 468,000 7.500
6241571139 PUD Primary Purchase Reduced 95.00 316,756 7.250
6964227844 Single Family Primary Refinance Reduced 49.09 540,000 7.250
6149221639 Single Family Primary Refinance Rapid 75.80 470,000 7.375
6910038147 Single Family Primary Refinance Standard 25.97 578,000 6.750
6211477721 PUD Secondary Refinance Reduced 29.14 408,000 6.625
6356908886 PUD Primary Purchase Standard 80.00 332,000 7.625
6135276811 Single Family Primary Refinance Rapid 80.00 540,000 6.875
6005297855 Single Family Secondary Refinance Reduced 58.75 399,500 6.875
6150947932 High-Rise Condo Secondary Refinance Reduced 79.01 320,000 7.000
6189524934 PUD Secondary Refinance Rapid 58.84 865,000 7.250
6199244358 Single Family Secondary Purchase Reduced 57.14 400,000 7.250
6220279860 PUD Secondary Refinance Standard 71.42 1,000,000 6.875
6367149496 PUD Secondary Purchase Rapid 79.99 415,900 7.250
6508961924 Single Family Secondary Purchase Reduced 80.00 468,000 7.000
6818331693 Condominium Secondary Refinance Rapid 63.96 524,500 6.750
6979704795 Condominium Secondary Refinance Rapid 69.81 740,000 7.125
6952277272 Single Family Secondary Refinance Rapid 44.63 323,619 6.875
LOAN 1ST PAYMENT MATURITY ORIG MONTHLY CURRENT REMAINING SCHEDULED APPRAISAL
NUMBER DATE DATE TERM P&I DUE DATE TERM PB FICO VALUE
------ ----------- -------- ---- ------- -------- --------- --------- ---- ---------
6195731002 20020401 20320301 360 4,864.49 20020401 360 750,000.00 742 1,950,000
6349160405 20020301 20320201 360 2,607.99 20020301 359 391,678.68 784 900,000
6767065805 20020301 20320201 360 2,899.25 20020301 359 424,668.46 720 590,000
6665016876 20020401 20320301 360 2,707.45 20020401 360 392,000.00 713 490,000
6904046403 20011201 20311101 360 2,299.26 20020301 356 348,813.65 679 540,000
6292508832 20020301 20320201 360 3,483.13 20020301 359 516,586.56 700 675,000
6341162573 20020301 20320201 360 2,110.39 20020301 359 320,980.10 662 835,000
6339862671 20020301 20320201 360 2,627.72 20020301 359 399,663.95 784 750,000
6415932869 20020401 20320301 360 2,916.77 20020401 360 444,000.00 724 555,000
6020742216 20020401 20320301 360 2,016.98 20020401 360 315,000.00 774 1,275,000
6377576449 20020301 20320201 360 2,634.60 20020301 359 395,675.40 700 495,000
6932304576 20020301 20320201 360 2,661.19 20020301 359 394,684.12 796 750,000
6960122551 20020401 20320301 360 2,780.97 20020401 360 418,000.00 697 530,000
6874753186 20020101 20311201 360 4,469.38 20020401 357 696,142.26 690 1,200,000
6239983502 20020301 20320201 360 3,410.89 20020301 359 499,609.94 689 950,000
6320792846 20020301 20320201 360 3,105.51 20020301 359 484,572.09 700 1,020,000
6376047152 20020401 20320301 360 2,503.01 20020401 360 362,400.00 796 453,000
6120499154 20020301 20320201 360 3,260.80 20020301 359 483,612.95 757 605,000
6867729276 20020101 20311201 360 4,705.58 20020301 357 723,615.51 743 1,600,000
6304722793 20020301 20320201 360 3,940.27 20020301 359 549,611.81 656 1,200,000
6010523436 20020301 20320201 360 2,594.40 20020301 359 399,655.60 789 3,500,000
6501159021 20020401 20320301 360 3,887.38 20020401 360 591,750.00 791 790,000
6930241861 20020101 20311201 360 4,864.49 20020401 357 748,051.87 753 980,000
6391235113 20020301 20320201 360 2,964.37 20020301 359 439,648.13 725 550,000
6950580404 20020301 20320201 360 2,749.50 20020301 359 434,606.75 668 580,000
6325345186 20020301 20320201 360 2,457.73 20020301 359 364,508.27 803 456,000
6454876878 20020301 20270201 300 2,454.59 20020401 299 335,449.43 774 488,000
6530487260 20020301 20320201 360 2,140.38 20020301 359 329,715.87 742 475,000
6591116717 20020301 20320201 360 3,025.82 20020301 359 460,213.03 791 785,000
6189805473 20020301 20320201 360 4,072.96 20020301 359 619,479.12 789 775,000
6425958540 20020301 20320201 360 4,306.70 20020301 359 663,428.30 773 830,000
6322040947 20020401 20320301 360 2,087.72 20020401 360 313,800.00 704 690,000
6096681314 20020401 20320301 360 3,891.59 20020401 360 600,000.00 778 1,468,000
6923453168 20020401 20320301 360 4,803.49 20020401 360 722,000.00 703 922,000
6677759497 20020401 20320301 360 2,981.89 20020401 360 448,200.00 783 498,000
6652333284 20020401 20320301 360 4,264.64 20020401 360 633,000.00 732 859,000
6482413751 20020301 20320201 360 3,453.38 20020301 359 499,619.54 703 805,000
6716632671 20020301 20320201 360 2,398.44 20020301 359 355,715.31 801 445,000
6508660955 20020401 20320301 360 2,044.39 20020401 360 315,200.00 723 394,000
6862267553 20020101 20311201 360 3,882.64 20020301 357 560,859.84 763 730,000
6035772901 20020401 20320301 360 2,943.05 20020401 360 448,000.00 774 560,000
6087463227 20020401 20320301 360 2,614.64 20020401 360 393,000.00 704 900,000
6079094626 20020301 20320201 360 2,405.07 20020301 359 361,203.68 759 670,000
6656310262 20020301 20320201 360 2,714.44 20020301 359 407,665.56 810 520,000
6644093327 20020401 20320301 360 2,229.89 20020401 360 343,800.00 777 790,000
6900255800 20020101 20311201 360 3,777.35 20020301 357 573,542.44 762 950,000
6752555729 20020401 20320301 360 3,324.07 20020401 360 512,500.00 760 750,000
6768258953 20020401 20320301 360 3,045.21 20020401 360 452,000.00 722 565,000
6345048893 20020401 20320301 360 5,508.71 20020401 360 828,000.00 709 1,600,000
6137055197 20020301 20320201 360 3,941.58 20020301 359 599,495.92 701 750,000
6460920439 20020401 20290301 324 2,686.41 20020401 324 400,000.00 748 600,000
6935769908 20020301 20320201 360 2,368.48 20020301 359 355,708.19 789 550,000
6858948992 20020101 20311201 360 3,175.95 20020301 357 494,679.89 776 620,000
6643229500 20020301 20320201 360 2,541.69 20020301 359 367,719.98 766 470,000
6691391632 20020301 20320201 360 3,002.17 20020301 359 456,616.06 674 609,500
6115826585 20020401 20320301 360 3,635.92 20020401 360 520,000.00 786 650,000
6838935358 20020401 20320301 360 3,326.52 20020401 360 500,000.00 787 850,000
6563936191 20020301 20320201 360 2,206.69 20020301 359 335,627.79 687 515,000
6336573636 20020301 20270201 300 3,002.05 20020301 299 419,491.70 722 810,000
6696493441 20020401 20320301 360 2,325.53 20020401 360 354,000.00 760 680,000
6309826623 20020301 20320201 360 2,140.38 20020301 359 329,715.87 672 440,000
6880327090 20020301 20320201 360 4,191.41 20020301 359 629,483.59 759 1,150,000
6990461094 20020401 20320301 360 3,284.65 20020401 360 500,000.00 744 750,000
6066372084 20020301 20320201 360 2,580.35 20020301 359 382,693.71 730 570,000
6007176677 20020301 20320201 360 3,533.68 20020301 359 517,595.90 797 686,000
6505906005 20020201 20320101 360 4,215.89 20020301 358 648,877.57 676 875,000
6175699583 20020401 20320301 360 3,761.87 20020401 360 580,000.00 740 1,350,000
6715293715 20020401 20320301 360 4,215.89 20020401 360 650,000.00 765 850,000
6474397731 20020301 20320201 360 2,866.81 20020301 359 441,619.44 792 1,600,000
6476439317 20020301 20320201 360 2,192.27 20020301 359 337,708.98 710 557,000
6220270174 20020301 20320201 360 3,160.34 20020301 359 499,547.99 768 715,000
6742977785 20020301 20320201 360 3,468.64 20020301 359 514,438.28 748 765,000
6432183082 20020401 20320301 360 2,391.71 20020401 360 355,000.00 700 770,000
6828932787 20020101 20311201 360 2,163.08 20020301 357 332,633.72 745 800,000
6651046945 20020401 20320301 360 2,522.61 20020401 360 384,000.00 750 500,000
6811234092 20020101 20311201 360 2,319.91 20020301 357 347,837.51 664 436,000
6058937399 20020401 20320301 360 2,233.56 20020401 360 340,000.00 799 461,000
6638412467 20020401 20320301 360 2,479.12 20020401 360 382,226.00 810 960,000
6977036935 20020301 20320201 360 2,428.55 20020301 359 355,722.28 774 445,000
6674172280 20020401 20320301 360 3,022.06 20020401 360 454,238.00 754 572,000
6811269478 20020101 20311201 360 2,364.95 20020401 357 359,087.44 789 480,000
6849732505 20020201 20320101 360 3,191.43 20020301 358 491,200.32 676 1,050,000
6633150138 20020401 20320301 360 2,210.17 20020401 360 320,000.00 743 400,000
6817118737 20020301 20320201 360 2,994.08 20020301 359 433,170.14 687 555,000
6096299307 20020401 20320301 360 3,496.08 20020401 360 500,000.00 779 625,000
6281260734 20020401 20320301 360 2,328.56 20020401 360 350,000.00 733 471,000
6917657683 20020301 20320201 360 3,839.71 20020301 359 591,490.29 700 810,000
6465982962 20020301 20320201 360 3,858.76 20020301 359 579,524.57 778 850,000
6541804123 20020301 20320201 360 2,516.57 20020301 359 387,665.93 716 485,000
6233327482 20020301 20320201 360 2,483.20 20020301 359 377,682.42 723 479,000
6751149169 20020301 20320201 360 2,809.41 20020301 359 416,666.53 703 570,000
6242463328 20020301 20320201 360 3,138.02 20020301 359 459,641.15 748 575,000
6026605417 20020301 20320201 360 2,548.44 20020301 359 397,648.85 739 540,000
6170028937 20020301 20320201 360 2,497.11 20020301 359 384,668.52 785 645,000
6996989767 20020101 20311201 360 4,514.25 20020301 357 693,217.17 761 900,000
6868072940 20020301 20320201 360 2,115.32 20020301 359 321,729.47 707 430,000
6607203426 20020401 20320301 360 2,594.40 20020401 360 400,000.00 659 540,000
6110048623 20020301 20320201 360 2,393.33 20020301 359 368,682.29 750 710,000
6498492708 20020301 20320201 360 2,724.12 20020301 359 419,638.38 766 710,000
6212662685 20020301 20320201 360 3,113.28 20020301 359 479,586.72 752 600,000
6083133881 20020301 20320201 360 2,931.67 20020301 359 451,610.83 679 800,000
6481503610 20020401 20320301 360 2,843.19 20020401 360 432,800.00 718 541,000
6030211624 20020401 20320301 360 2,971.67 20020401 360 425,000.00 729 1,200,000
6802188976 20020101 20311201 360 2,190.86 20020401 357 332,645.44 726 485,000
6779042099 20020401 20320301 360 2,816.11 20020401 360 428,678.00 797 540,000
6482097240 20020301 20320201 360 2,346.01 20020301 359 343,631.72 731 430,000
6145773278 20020301 20320201 360 3,512.80 20020301 359 527,567.20 692 675,000
6543624776 20020401 20320301 360 2,522.61 20020401 360 384,000.00 663 525,000
6299815198 20020301 20320201 360 3,303.58 20020301 359 489,957.87 764 665,000
6428516667 20020401 20320301 360 2,916.77 20020401 360 444,000.00 695 555,000
6927245495 20020301 20320201 360 4,256.90 20020301 359 647,455.60 679 810,000
6145202914 20020301 20320201 360 2,842.31 20020301 359 406,198.31 676 550,000
6527538810 20020401 20320301 360 2,661.22 20020401 360 400,000.00 754 520,000
6779681391 20020301 20320201 360 2,640.98 20020301 359 391,686.52 733 490,000
6286321515 20020301 20320201 360 2,694.88 20020301 359 399,680.12 801 625,000
6856459463 20020301 20320201 360 2,654.00 20020301 359 403,660.58 632 560,000
6387049569 20020301 20320201 360 5,611.20 20020301 359 801,904.42 762 1,070,000
6386459157 20020301 20320201 360 3,129.20 20020301 359 514,499.45 761 760,000
6480777314 20020401 20320301 360 2,244.37 20020401 360 329,000.00 700 650,000
6076743951 20020301 20270201 300 3,887.29 20020301 299 549,321.04 712 950,000
6020502537 20020301 20320201 360 3,049.34 20020301 359 441,164.05 707 870,000
6364130077 20020401 20320301 360 3,526.92 20020401 360 523,500.00 756 698,000
6154487976 20020401 20320301 360 2,972.74 20020401 360 420,000.00 793 525,000
6064592055 20020401 20320301 360 2,425.39 20020401 360 360,000.00 680 465,000
6502446245 20020401 20320301 360 2,923.34 20020401 360 445,000.00 768 1,525,000
6345738311 20020401 20320301 360 2,310.86 20020401 360 343,000.00 685 490,000
6857663048 20020401 20320301 360 3,065.42 20020401 360 455,000.00 691 650,000
6838907878 20020301 20320201 360 2,345.20 20020301 359 352,211.05 734 541,000
6332525945 20020301 20320201 360 2,317.60 20020301 359 343,724.90 681 440,000
6564456967 20020301 20320201 360 2,856.57 20020301 359 422,224.16 789 530,000
6313518539 20020401 20320301 360 2,244.15 20020401 360 346,000.00 758 510,000
6504480226 20020301 20320201 360 3,599.97 20020301 359 547,539.61 769 2,500,000
6528809780 20020401 20320301 360 4,779.16 20020401 360 727,500.00 724 3,400,000
6415832838 20020401 20320301 360 4,861.28 20020401 360 740,000.00 767 1,250,000
6503133164 20020401 20320301 360 2,674.67 20020401 360 397,000.00 785 700,000
6328943151 20020301 20320201 360 2,481.50 20020301 359 392,245.08 719 510,000
6509423916 20020301 20320201 360 2,194.86 20020301 359 338,108.64 753 510,000
6592808411 20020401 20320301 360 2,328.35 20020401 360 325,000.00 625 455,000
6317551379 20020401 20320301 360 2,107.95 20020401 360 325,000.00 780 440,000
6499908884 20020401 20320301 360 3,249.58 20020401 360 507,500.00 695 725,000
6222606987 20020401 20320301 360 2,918.70 20020401 360 450,000.00 768 1,375,000
6508707970 20020301 20320201 360 2,663.70 20020301 359 415,632.97 712 740,000
6540455141 20020401 20320301 360 4,716.03 20020401 360 700,000.00 725 1,125,000
6629326999 20020401 20320301 360 4,598.51 20020401 360 700,000.00 744 1,075,000
6247159111 20020301 20320201 360 2,593.82 20020301 359 384,692.12 766 546,000
6369109191 20020401 20320301 360 3,419.66 20020401 360 514,000.00 728 720,000
6383321517 20020401 20320301 360 2,461.62 20020401 360 370,000.00 711 670,000
6445563338 20020401 20320301 360 2,397.80 20020401 360 365,000.00 751 730,000
6354406842 20020401 20320301 360 2,358.02 20020401 360 350,000.00 697 527,000
6608753080 20020301 20320201 360 4,560.35 20020301 359 667,978.50 695 955,000
6340744207 20020301 20320201 360 3,729.44 20020301 359 574,504.94 743 850,000
6567965196 20020401 20320301 360 2,397.80 20020401 360 365,000.00 771 1,500,000
6516033336 20020301 20320201 360 3,711.04 20020301 359 543,575.63 781 680,000
6859209592 20020401 20320301 360 2,299.26 20020401 360 350,000.00 753 800,000
6340219242 20020401 20320301 360 2,856.33 20020401 360 434,800.00 812 550,000
6383184360 20020401 20320301 360 4,108.45 20020401 360 650,000.00 710 1,400,000
6786179264 20020401 20320301 360 2,649.63 20020401 360 419,200.00 776 524,000
6946208185 20020401 20320301 360 3,080.85 20020401 360 475,000.00 771 900,000
6572715644 20020301 20320201 360 3,074.43 20020301 359 467,606.82 779 585,000
6636240043 20020301 20320201 360 4,576.18 20020301 359 723,345.49 765 905,000
6087276843 20020401 20320301 360 2,931.67 20020401 360 452,000.00 691 700,000
6278895369 20020401 20320301 360 3,349.78 20020401 360 485,000.00 676 650,000
6174656345 20020301 20320201 360 2,698.17 20020301 359 415,641.83 780 606,000
6246434937 20020301 20320201 360 4,224.06 20020301 359 642,459.79 790 1,175,000
6241024766 20020401 20320301 360 3,001.58 20020401 360 440,000.00 755 700,000
6759874156 20020301 20320201 360 3,508.01 20020301 359 533,551.36 740 1,310,000
6647570677 20020401 20320301 360 3,166.34 20020401 360 494,500.00 725 950,000
6671442603 20020401 20320301 360 2,627.95 20020401 360 395,000.00 792 620,000
6641855934 20020401 20320301 360 2,477.65 20020401 360 382,000.00 695 525,000
6725701715 20020401 20320301 360 3,551.85 20020401 360 527,200.00 707 659,000
6585436162 20020301 20320201 360 3,370.50 20020301 359 487,628.67 784 610,000
6087656101 20020401 20320301 360 4,374.49 20020401 360 665,900.00 689 1,000,000
6175199766 20020401 20320301 360 2,627.72 20020401 360 400,000.00 689 1,000,000
6745860350 20020401 20220301 240 4,637.60 20020401 240 604,000.00 766 1,200,000
6662565701 20020401 20320301 360 2,694.88 20020401 360 400,000.00 771 550,000
6330512812 20020301 20320201 360 2,290.65 20020301 359 339,728.10 751 505,000
6591885519 20020301 20320201 360 3,071.83 20020301 359 433,685.88 774 620,000
6287873589 20020301 20320201 360 2,568.60 20020301 359 390,671.50 732 460,000
6054020398 20020301 20320201 360 3,361.64 20020301 359 524,536.80 798 700,000
6770462429 20020301 20320201 360 5,048.11 20020301 359 739,422.72 759 925,000
6269720816 20020401 20320301 360 4,151.03 20020401 360 640,000.00 714 800,000
6424387832 20020301 20320201 360 5,753.33 20020301 359 832,366.15 746 1,130,000
6751677789 20020301 20320201 360 2,561.97 20020301 359 394,659.91 768 850,000
6291016811 20020301 20320201 360 2,102.18 20020301 359 319,731.15 754 400,000
6962844467 20020301 20320201 360 2,510.41 20020301 359 367,712.92 687 460,000
6566036858 20020301 20320201 360 2,900.61 20020301 359 452,600.33 730 800,000
6578848530 20020401 20320301 360 2,253.90 20020401 360 352,000.00 791 590,000
6269421720 20020401 20320301 360 3,389.06 20020401 360 496,800.00 784 621,000
6364844222 20020401 20320301 360 2,824.80 20020401 360 430,000.00 692 600,000
6549567730 20020401 20320301 360 3,326.52 20020401 360 500,000.00 782 760,000
6518904070 20020301 20320201 360 2,237.54 20020301 359 327,744.13 782 410,000
6404243609 20020301 20320201 360 2,687.83 20020301 359 403,668.84 697 550,000
6564200548 20020301 20320201 360 2,483.20 20020301 359 377,682.42 779 540,000
6313582568 20020401 20320301 360 3,599.97 20020401 360 548,000.00 791 1,050,000
6692245035 20020301 20320201 360 3,041.59 20020301 359 462,611.01 780 750,000
6196169871 20020401 20320301 360 2,401.86 20020401 360 380,000.00 711 475,000
6293112337 20020401 20320301 360 3,437.06 20020401 360 523,200.00 761 654,000
6009807634 20020401 20320301 360 2,899.25 20020401 360 425,000.00 628 600,000
6273158383 20020401 20320301 360 2,661.22 20020401 360 400,000.00 705 503,000
6731131360 20020401 20320301 360 4,105.34 20020401 360 601,800.00 800 1,700,000
6820467089 20020401 20320301 360 4,864.49 20020401 360 750,000.00 738 1,140,000
6624401367 20020401 20320301 360 3,613.11 20020401 360 550,000.00 791 1,900,000
6972669375 20020301 20320201 360 3,257.23 20020301 359 471,241.15 716 589,500
6829552451 20020301 20320201 360 2,578.63 20020301 359 377,705.12 751 540,000
6737793452 20020401 20320301 360 4,989.77 20020401 360 750,000.00 761 956,000
6601579284 20020401 20320301 360 2,167.87 20020401 360 330,000.00 639 515,000
6381290698 20020401 20320301 360 3,303.92 20020401 360 490,400.00 703 615,000
6443458499 20020401 20320301 360 3,031.74 20020401 360 450,000.00 745 960,000
6391129506 20020301 20320201 360 4,061.04 20020301 359 641,919.17 771 1,060,000
6182664620 20020301 20320201 360 3,206.91 20020301 359 475,619.34 778 595,000
6132070647 20020301 20220201 240 3,817.52 20020301 239 482,100.61 763 690,000
6213245316 20020301 20320201 360 3,233.85 20020301 359 479,616.15 793 612,000
6991942928 20020401 20320301 360 2,967.99 20020401 360 457,600.00 784 585,000
6888892541 20020401 20320301 360 2,455.84 20020401 360 360,000.00 679 450,000
6856930372 20020101 20311201 360 3,438.48 20020301 357 535,570.76 726 850,000
6121707175 20020301 20320201 360 2,548.06 20020301 359 359,739.44 725 450,000
6056072983 20020401 20320301 360 4,657.12 20020401 360 700,000.00 774 1,200,000
6998109307 20020101 20311201 360 2,594.40 20020301 357 398,960.97 685 915,000
6564990684 20020301 20320201 360 3,941.58 20020301 359 599,495.92 780 900,000
6887067830 20020401 20320301 360 3,783.91 20020401 360 576,000.00 671 720,000
6750543164 20020301 20320201 360 3,572.94 20020301 359 557,507.68 756 820,000
6571066940 20020301 20320201 360 2,818.23 20020301 359 428,639.58 757 590,000
6230557057 20020401 20320301 360 2,524.06 20020401 360 370,000.00 738 500,000
6997430464 20020201 20320101 360 3,702.46 20020401 358 561,908.17 736 705,000
6988435019 20020301 20320201 360 2,664.17 20020301 359 421,118.95 793 635,000
6217680559 20020301 20320201 360 3,033.78 20020301 359 455,626.22 761 1,500,000
6413572543 20020301 20320201 360 2,851.08 20020301 359 433,635.38 806 2,700,000
6063037631 20020401 20320301 360 2,270.10 20020401 360 350,000.00 784 640,000
6965176255 20020401 20320301 360 2,233.56 20020401 360 340,000.00 702 550,000
6881063264 20020401 20320301 360 2,973.83 20020401 360 458,500.00 734 655,000
6651706365 20020401 20320301 360 2,874.11 20020401 360 432,000.00 712 540,000
6554720513 20020301 20320201 360 2,998.05 20020301 359 444,644.14 723 675,000
6657903602 20020301 20320201 360 2,358.02 20020301 359 349,720.10 673 515,000
6763948434 20020301 20320201 360 2,732.83 20020301 359 415,650.50 773 525,000
6393309734 20020301 20320201 360 2,956.09 20020301 359 427,674.33 680 580,000
6863331671 20020401 20320301 360 2,438.09 20020401 360 353,000.00 765 506,000
6897479124 20020401 20320301 360 3,312.34 20020401 360 491,650.00 710 735,000
6245247207 20020401 20320301 360 2,627.72 20020401 360 400,000.00 704 735,000
6155850891 20020301 20320201 360 2,499.50 20020301 359 366,114.17 804 458,000
6664335244 20020401 20320301 360 2,193.63 20020401 360 325,600.00 694 407,000
6806940828 20020401 20320301 360 2,918.70 20020401 360 450,000.00 643 600,000
6346672378 20020401 20320301 360 2,802.67 20020401 360 416,000.00 798 520,000
6054543092 20020401 20320301 360 3,020.61 20020401 360 432,000.00 631 545,000
6675588070 20020301 20320201 360 2,594.87 20020301 359 394,668.15 707 625,000
6031388173 20020301 20320201 360 2,706.55 20020301 359 411,653.87 793 810,000
6739324454 20020401 20320301 360 2,587.91 20020401 360 399,000.00 762 570,000
6517425689 20020401 20320301 360 2,371.94 20020401 360 375,265.60 741 469,500
6961693097 20020301 20320201 360 2,104.69 20020301 359 316,090.69 776 333,000
6770259536 20020301 20320201 360 3,160.34 20020301 359 499,547.99 755 1,600,000
6517060411 20020401 20320301 360 2,492.76 20020401 360 370,000.00 779 568,000
6097503459 20020401 20320301 360 2,364.95 20020401 360 360,000.00 796 800,000
6273091592 20020401 20320301 360 4,335.74 20020401 360 660,000.00 780 885,000
6016720150 20020401 20320301 360 2,562.03 20020401 360 390,000.00 757 730,000
6180423870 20020301 20320201 360 2,205.24 20020301 359 339,707.26 786 475,000
6984807880 20020301 20320201 360 3,384.31 20020301 359 489,627.15 701 675,000
6892658151 20020401 20320301 360 2,395.09 20020401 360 360,000.00 778 450,000
6223853646 20020301 20320201 360 3,659.17 20020301 359 549,549.16 751 860,000
6324058194 20020401 20320301 360 2,235.42 20020401 360 336,000.00 734 480,000
6873759721 20020401 20320301 360 3,304.36 20020401 360 503,000.00 722 2,000,000
6941036797 20020301 20320201 360 2,527.88 20020301 359 365,721.50 701 510,000
6675061938 20020401 20320301 360 2,200.72 20020401 360 335,000.00 769 730,000
6009172534 20020401 20320301 360 2,620.34 20020401 360 404,000.00 690 505,000
6020693302 20020401 20320301 360 4,926.97 20020401 360 750,000.00 767 1,517,000
6564132907 20020401 20320301 360 3,031.74 20020401 360 450,000.00 790 1,208,000
6567361206 20020401 20320301 360 2,762.14 20020401 360 437,000.00 690 850,000
6561893030 20020301 20320201 360 2,399.82 20020301 359 369,681.43 699 561,000
6133049913 20020301 20320201 360 2,860.81 20020301 359 429,647.52 793 540,000
6239737411 20020401 20320301 360 2,682.22 20020401 360 413,540.00 712 460,000
6070851552 20020301 20320201 360 2,795.94 20020301 359 414,668.12 765 825,000
6122718999 20020301 20320201 360 2,358.02 20020301 359 349,720.10 775 500,000
6809598755 20020101 20311201 360 2,243.85 20020301 357 354,031.98 770 750,000
6587626273 20020301 20320201 360 2,098.47 20020301 359 331,699.86 697 415,000
6831887325 20020301 20320201 360 2,756.00 20020301 359 403,684.83 749 515,000
6799313165 20020301 20320201 360 2,516.04 20020301 359 382,678.23 713 479,000
6181178002 20020401 20320301 360 2,501.54 20020401 360 376,000.00 715 470,000
6423827531 20020301 20320201 360 3,833.53 20020301 359 554,617.65 769 693,800
6012715444 20020301 20320201 360 2,181.01 20020401 359 331,721.07 733 415,000
6456440525 20020301 20320201 360 3,605.23 20020301 359 548,338.94 725 784,000
6114134452 20020401 20320301 360 2,394.31 20020401 360 369,150.00 786 1,025,000
6656321285 20020401 20320301 360 3,274.45 20020401 360 480,000.00 785 640,000
6061014624 20020401 20320301 360 2,216.82 20020401 360 313,200.00 688 700,000
6037607659 20020301 20320201 360 2,660.57 20020301 359 404,659.74 701 585,000
6076055893 20020301 20320201 360 2,299.26 20020301 359 349,705.95 717 650,000
6454027654 20020401 20320301 360 2,381.79 20020401 360 358,000.00 798 575,000
6305348507 20020401 20320301 360 2,864.21 20020401 360 436,000.00 684 545,000
6848243884 20020401 20320301 360 2,730.60 20020401 360 421,000.00 745 760,000
6925742600 20020401 20320301 360 3,083.44 20020401 360 452,000.00 776 565,000
6205004200 20020401 20320301 360 4,204.35 20020401 360 640,000.00 769 935,000
6585430090 20020401 20320301 360 2,661.22 20020401 360 400,000.00 769 1,550,000
6932701037 20020301 20320201 360 2,118.60 20020301 359 322,229.06 724 430,000
6167512042 20020401 20320301 360 2,529.18 20020401 360 385,000.00 765 525,000
6008554476 20020301 20320201 360 2,612.74 20020301 359 382,701.22 794 700,000
6467887979 20020301 20320201 360 2,593.82 20020301 359 384,692.12 742 600,000
6415028486 20020301 20320201 360 2,979.58 20020301 359 436,434.27 794 546,000
6912974802 20020401 20320301 360 2,689.49 20020401 360 399,200.00 692 499,000
6595515054 20020301 20320201 360 2,627.72 20020301 359 399,663.95 664 726,000
6444185893 20020301 20320201 360 2,548.06 20020301 359 359,739.44 695 450,000
6542090508 20020301 20320201 360 3,416.03 20020301 359 519,563.14 755 800,000
6529231513 20020301 20320201 360 2,627.72 20020301 359 399,663.95 800 815,000
6197084574 20020301 20320201 360 3,031.74 20020301 359 449,640.14 719 1,075,000
6141798980 20020401 20320301 360 3,891.59 20020401 360 600,000.00 759 795,000
6930752040 20020401 20320301 360 2,560.04 20020401 360 375,274.00 751 523,000
6048473877 20020301 20320201 360 3,088.70 20020301 359 446,859.72 794 559,000
6152583040 20020301 20320201 360 2,578.63 20020301 359 377,705.12 697 473,000
6283305685 20020301 20320201 360 2,483.20 20020301 359 377,682.42 683 560,000
6056784330 20020401 20320301 360 2,401.27 20020401 360 352,000.00 776 440,000
6596312451 20020401 20320301 360 2,347.93 20020401 360 362,000.00 778 735,000
6786850484 20020401 20320301 360 2,528.15 20020401 360 380,000.00 698 650,000
6528134742 20020301 20320201 360 2,594.87 20020301 359 394,668.15 637 527,000
6477270752 20020301 20320201 360 2,817.96 20020301 359 407,689.54 712 600,000
6087245830 20020401 20320301 360 2,387.62 20020401 360 350,000.00 714 440,000
6395739508 20020301 20320201 360 2,293.05 20020301 359 331,747.37 673 450,000
6594783950 20020401 20320301 360 4,173.69 20020401 360 669,000.00 781 870,000
6710339877 20020301 20320201 360 3,418.85 20020301 359 494,623.34 744 680,000
6867308691 20020301 20320201 360 2,299.26 20020301 359 349,705.95 782 453,500
6643309500 20020401 20320301 360 3,272.33 20020401 360 468,000.00 665 585,000
6241571139 20020401 20320301 360 2,160.84 20020401 360 316,756.00 684 335,000
6964227844 20020301 20320201 360 3,683.76 20020301 359 539,578.74 739 1,100,000
6149221639 20020401 20320301 360 3,246.18 20020401 360 470,000.00 784 620,000
6910038147 20020301 20320201 360 3,748.90 20020301 359 577,502.35 777 2,225,000
6211477721 20020301 20320201 360 2,612.47 20020301 359 407,640.03 730 1,400,000
6356908886 20020301 20320201 360 2,349.88 20020301 359 331,759.70 712 415,000
6135276811 20020301 20320201 360 3,547.42 20020301 359 539,546.33 714 675,000
6005297855 20020301 20320201 360 2,624.44 20020301 359 399,164.36 801 680,000
6150947932 20020301 20320201 360 2,128.97 20020301 359 319,737.70 757 405,000
6189524934 20020401 20320301 360 5,900.83 20020401 360 865,000.00 806 1,470,000
6199244358 20020401 20320301 360 2,728.71 20020401 360 400,000.00 789 700,000
6220279860 20020401 20320301 360 6,569.29 20020401 360 1,000,000.00 751 1,400,000
6367149496 20020401 20320301 360 2,837.18 20020401 360 415,900.00 782 521,000
6508961924 20020201 20320101 360 3,113.62 20020301 358 467,230.52 737 600,000
6818331693 20020101 20311201 360 3,401.90 20020401 357 523,137.60 729 820,000
6979704795 20020401 20320301 360 4,985.52 20020401 360 740,000.00 735 1,060,000
6952277272 20020301 20320201 360 2,125.95 20020301 359 319,582.51 714 725,000
LOAN SALES
NUMBER PRICE
------ -----
6195731002 --
6349160405 --
6767065805 --
6665016876 --
6904046403 --
6292508832 --
6341162573 --
6339862671 --
6415932869 555,000
6020742216 --
6377576449 495,000
6932304576 --
6960122551 --
6874753186 --
6239983502 950,000
6320792846 --
6376047152 453,000
6120499154 605,000
6867729276 --
6304722793 --
6010523436 --
6501159021 789,000
6930241861 --
6391235113 550,000
6950580404 --
6325345186 456,000
6454876878 --
6530487260 --
6591116717 --
6189805473 775,000
6425958540 830,000
6322040947 --
6096681314 1,468,000
6923453168 --
6677759497 498,200
6652333284 --
6482413751 --
6716632671 --
6508660955 394,000
6862267553 --
6035772901 560,000
6087463227 --
6079094626 --
6656310262 510,000
6644093327 --
6900255800 --
6752555729 --
6768258953 565,000
6345048893 --
6137055197 750,000
6460920439 --
6935769908 --
6858948992 627,730
6643229500 460,000
6691391632 --
6115826585 650,000
6838935358 --
6563936191 --
6336573636 --
6696493441 --
6309826623 --
6880327090 --
6990461094 --
6066372084 --
6007176677 --
6505906005 --
6175699583 --
6715293715 850,000
6474397731 --
6476439317 --
6220270174 --
6742977785 --
6432183082 --
6828932787 --
6651046945 480,000
6811234092 435,900
6058937399 461,000
6638412467 --
6977036935 --
6674172280 567,798
6811269478 --
6849732505 --
6633150138 400,000
6817118737 --
6096299307 625,000
6281260734 --
6917657683 --
6465982962 --
6541804123 --
6233327482 --
6751149169 570,000
6242463328 575,000
6026605417 --
6170028937 --
6996989767 870,000
6868072940 --
6607203426 --
6110048623 --
6498492708 --
6212662685 600,000
6083133881 --
6481503610 541,000
6030211624 --
6802188976 --
6779042099 --
6482097240 429,900
6145773278 --
6543624776 --
6299815198 --
6428516667 --
6927245495 --
6145202914 --
6527538810 --
6779681391 --
6286321515 605,000
6856459463 --
6387049569 1,070,000
6386459157 --
6480777314 --
6076743951 --
6020502537 --
6364130077 698,000
6154487976 525,000
6064592055 --
6502446245 --
6345738311 --
6857663048 --
6838907878 --
6332525945 430,000
6564456967 530,000
6313518539 --
6504480226 --
6528809780 --
6415832838 --
6503133164 689,000
6328943151 --
6509423916 --
6592808411 --
6317551379 --
6499908884 --
6222606987 --
6508707970 --
6540455141 1,125,000
6629326999 --
6247159111 546,000
6369109191 --
6383321517 670,000
6445563338 --
6354406842 --
6608753080 --
6340744207 775,000
6567965196 --
6516033336 680,000
6859209592 --
6340219242 550,000
6383184360 --
6786179264 524,000
6946208185 --
6572715644 585,000
6636240043 --
6087276843 --
6278895369 --
6174656345 606,000
6246434937 --
6241024766 --
6759874156 --
6647570677 --
6671442603 --
6641855934 --
6725701715 659,000
6585436162 610,000
6087656101 --
6175199766 --
6745860350 --
6662565701 --
6330512812 --
6591885519 --
6287873589 460,000
6054020398 --
6770462429 925,000
6269720816 --
6424387832 --
6751677789 --
6291016811 --
6962844467 --
6566036858 --
6578848530 --
6269421720 621,000
6364844222 --
6549567730 --
6518904070 410,000
6404243609 --
6564200548 --
6313582568 --
6692245035 --
6196169871 475,250
6293112337 654,000
6009807634 --
6273158383 --
6731131360 --
6820467089 --
6624401367 --
6972669375 589,500
6829552451 --
6737793452 956,000
6601579284 --
6381290698 613,000
6443458499 --
6391129506 --
6182664620 595,000
6132070647 --
6213245316 600,000
6991942928 572,000
6888892541 --
6856930372 --
6121707175 --
6056072983 --
6998109307 --
6564990684 --
6887067830 720,000
6750543164 --
6571066940 --
6230557057 --
6997430464 704,500
6988435019 --
6217680559 --
6413572543 --
6063037631 --
6965176255 --
6881063264 --
6651706365 540,000
6554720513 675,000
6657903602 --
6763948434 520,000
6393309734 --
6863331671 --
6897479124 --
6245247207 --
6155850891 458,000
6664335244 407,000
6806940828 --
6346672378 --
6054543092 --
6675588070 --
6031388173 --
6739324454 --
6517425689 469,082
6961693097 333,000
6770259536 --
6517060411 570,000
6097503459 --
6273091592 885,000
6016720150 720,000
6180423870 --
6984807880 --
6892658151 450,000
6223853646 855,000
6324058194 --
6873759721 --
6941036797 --
6675061938 --
6009172534 505,000
6020693302 --
6564132907 --
6567361206 --
6561893030 --
6133049913 537,500
6239737411 460,000
6070851552 --
6122718999 500,000
6809598755 --
6587626273 --
6831887325 505,000
6799313165 --
6181178002 --
6423827531 693,800
6012715444 415,000
6456440525 --
6114134452 --
6656321285 --
6061014624 --
6037607659 --
6076055893 --
6454027654 --
6305348507 545,000
6848243884 --
6925742600 565,000
6205004200 --
6585430090 --
6932701037 --
6167512042 --
6008554476 --
6467887979 --
6415028486 545,969
6912974802 499,000
6595515054 --
6444185893 --
6542090508 --
6529231513 827,737
6197084574 --
6141798980 --
6930752040 --
6048473877 559,000
6152583040 --
6283305685 --
6056784330 440,000
6596312451 --
6786850484 630,000
6528134742 --
6477270752 --
6087245830 --
6395739508 --
6594783950 869,000
6710339877 --
6867308691 --
6643309500 --
6241571139 333,427
6964227844 --
6149221639 --
6910038147 --
6211477721 --
6356908886 415,000
6135276811 --
6005297855 --
6150947932 --
6189524934 --
6199244358 700,000
6220279860 --
6367149496 519,927
6508961924 585,000
6818331693 --
6979704795 --
6952277272 --
LOAN COUNT: 333
CUT-OFF DATE PB: $151,852,314.73
UNPAID PB W/A: $456,013.00
INTEREST RATE W/A: 6.97%
REMAINING TERM W/A: 358
EXHIBIT D-3
LOAN GROUP 3 MORTGAGE LOAN SCHEDULE
BANK OF AMERICA MORTGAGE SECURITIES, INC.
BAMSI 2002-3: GROUP 3
MORTGAGE LOAN SCHEDULE
LOAN PROPERTY LOAN DOC ORIG ORIGINAL INTEREST
NUMBER TYPE OCCUPANCY PURPOSE TYPE LTV PB RATE
------ -------- --------- ------- ---- ---- -------- --------
6005757668 Single Family Primary Refinance Rapid 35.71 1,000,000 6.750
6011547426 PUD Primary Cash-out Refinance Standard 34.10 315,500 6.750
6015841726 Single Family Primary Refinance Rapid 50.83 610,000 6.625
6016356286 Single Family Primary Refinance Standard 39.18 627,000 6.875
6027413589 Single Family Primary Refinance Standard 62.85 330,000 6.625
6036041702 Single Family Primary Refinance Rapid 52.56 461,000 6.750
6043965364 PUD Primary Refinance Reduced 47.68 319,502 6.875
6046701154 PUD Primary Purchase Reduced 46.87 750,000 7.000
6053113012 PUD Primary Cash-out Refinance Standard 72.23 375,621 6.750
6053259047 Single Family Primary Cash-out Refinance Rapid 69.49 410,000 6.875
6054382780 Single Family Primary Refinance Rapid 30.25 484,000 6.625
6061024805 Single Family Primary Refinance Standard 73.44 543,500 6.625
6062570285 Condominium Secondary Refinance Standard 54.92 418,000 7.250
6062623787 Single Family Primary Refinance Standard 79.57 374,000 6.500
6067431319 PUD Primary Refinance Reduced 61.86 339,000 6.750
6069805866 Single Family Primary Cash-out Refinance Standard 72.72 400,000 6.875
6071993643 Single Family Primary Purchase Rapid 80.00 510,000 6.500
6074758647 Single Family Primary Refinance Rapid 64.50 845,000 6.750
6075905130 Condominium Primary Refinance Reduced 47.14 330,000 6.875
6091493772 Single Family Primary Refinance Rapid 67.16 450,000 6.500
6092396917 Single Family Secondary Purchase Standard 35.73 500,000 6.625
6109469384 Condominium Secondary Refinance Rapid 51.37 333,910 6.500
6109513595 Single Family Primary Cash-out Refinance Standard 70.00 665,000 6.375
6112748253 PUD Primary Refinance Rapid 43.91 527,000 6.750
6120538027 PUD Primary Refinance Rapid 65.18 541,000 6.500
6125157948 Single Family Primary Cash-out Refinance Standard 68.80 750,000 6.875
6125176252 PUD Primary Refinance Reduced 63.14 331,500 6.000
6128901003 Single Family Primary Cash-out Refinance Standard 67.61 355,000 6.625
6129529548 Single Family Primary Refinance Rapid 77.81 622,500 6.875
6131148568 PUD Primary Refinance Reduced 79.81 435,000 6.500
6132807675 Single Family Primary Refinance Rapid 80.00 656,000 6.750
6135677042 PUD Primary Refinance Rapid 71.47 947,000 7.125
6150662192 Single Family Primary Refinance Rapid 50.00 500,000 6.750
6155418814 Single Family Primary Cash-out Refinance Rapid 74.79 460,000 6.625
6156404979 Single Family Primary Refinance Reduced 26.07 730,000 6.750
6156566256 Single Family Primary Refinance Rapid 36.26 301,000 6.375
6163826339 Single Family Primary Refinance Reduced 31.21 718,000 6.750
6164274505 PUD Primary Purchase Reduced 61.90 650,000 6.500
6167292264 Single Family Primary Refinance Standard 73.04 420,000 6.375
6174334745 Single Family Primary Cash-out Refinance Standard 63.63 350,000 6.750
6176210414 Single Family Primary Refinance Rapid 60.00 750,000 6.750
6176754361 Single Family Primary Refinance Standard 49.07 404,900 6.375
6178692726 Single Family Primary Cash-out Refinance Reduced 80.00 357,600 6.875
6183234761 Single Family Primary Refinance Reduced 68.87 454,600 6.625
6186913536 PUD Primary Refinance Standard 66.48 452,100 6.625
6195350514 Single Family Secondary Refinance All Ready Home 43.66 589,503 6.500
6196607573 Single Family Primary Refinance Standard 43.63 960,000 6.625
6197450957 Single Family Primary Refinance Reduced 45.90 344,263 6.625
6198108810 Single Family Primary Purchase Rapid 66.66 350,000 6.625
6201363378 Single Family Primary Refinance Rapid 55.55 1,000,000 6.750
6208687084 PUD Primary Cash-out Refinance Rapid 59.40 382,000 6.375
6208986171 Two Family Primary Refinance Standard 49.13 398,000 6.875
6209282778 Single Family Primary Cash-out Refinance Reduced 55.21 450,000 6.500
6209393708 Single Family Primary Cash-out Refinance Standard 70.00 980,000 6.625
6211007361 PUD Primary Purchase Rapid 66.22 400,000 6.500
6225157756 Single Family Primary Refinance Rapid 51.72 750,000 6.875
6226833371 Single Family Primary Cash-out Refinance Standard 64.26 385,600 6.750
6233656450 Single Family Secondary Refinance Reduced 54.47 370,400 6.500
6235891535 PUD Primary Refinance Reduced 50.00 600,000 6.375
6250712699 Single Family Secondary Purchase Reduced 80.00 400,000 6.500
6254499582 Single Family Primary Cash-out Refinance Standard 68.48 489,700 6.625
6266989661 Single Family Primary Refinance Standard 76.18 499,000 7.125
6268342067 Condominium Investor Refinance Standard 56.92 398,500 6.625
6270068114 Single Family Primary Refinance Rapid 58.39 473,000 6.500
6271130673 Single Family Primary Refinance Reduced 73.17 329,300 6.750
6271496033 Condominium Primary Refinance Standard 68.93 455,000 6.625
6275937297 PUD Primary Refinance Rapid 78.92 498,000 6.500
6283760798 Single Family Primary Refinance Reduced 75.22 413,750 6.625
6285783541 Single Family Primary Refinance Standard 77.33 638,000 6.625
6286191298 Single Family Primary Refinance Reduced 40.90 450,000 6.625
6295409285 Single Family Primary Cash-out Refinance Reduced 75.00 489,750 7.125
6300221188 Single Family Primary Refinance Rapid 47.09 365,000 6.500
6303993148 PUD Primary Refinance Standard 57.57 377,108 6.625
6304981217 Single Family Primary Refinance Reduced 53.20 407,000 6.625
6305084672 PUD Investor Purchase Standard 70.00 385,000 6.875
6314839116 PUD Primary Refinance Rapid 53.33 360,000 6.500
6317612411 PUD Primary Refinance Reduced 64.64 320,000 6.625
6320319038 Single Family Primary Refinance Standard 67.81 668,000 6.750
6321973890 Single Family Primary Refinance Rapid 69.93 500,000 6.250
6322751683 PUD Primary Purchase Reduced 64.70 550,000 6.500
6325157276 PUD Primary Refinance Reduced 50.00 500,000 6.500
6346954719 Condominium Primary Refinance Rapid 37.72 830,000 6.750
6355408318 Single Family Primary Refinance Rapid 36.40 375,000 6.625
6362176742 Single Family Primary Refinance Standard 54.51 314,000 6.625
6366664354 PUD Primary Refinance Reduced 46.36 741,766 6.750
6381715652 Single Family Primary Refinance All Ready Home 70.28 369,000 7.000
6389406130 Single Family Primary Cash-out Refinance Rapid 68.57 480,000 6.625
6392938368 Single Family Primary Refinance Rapid 61.66 354,550 6.500
6398338373 Single Family Primary Refinance Standard 67.22 342,825 6.875
6403892984 Single Family Primary Cash-out Refinance Standard 50.00 500,000 6.625
6408122528 Single Family Primary Refinance Reduced 78.25 372,500 6.500
6428971243 Single Family Primary Refinance Rapid 79.24 420,000 6.875
6433696447 Single Family Primary Refinance Reduced 60.33 467,585 6.625
6434798358 Single Family Primary Refinance Reduced 80.00 440,000 6.750
6435194995 PUD Primary Refinance Rapid 67.66 406,000 6.875
6438708734 Single Family Primary Refinance Rapid 59.08 387,000 6.625
6446330406 Single Family Primary Refinance All Ready Home 72.83 386,000 6.625
6449427290 PUD Primary Cash-out Refinance Standard 50.00 650,000 6.750
6450922312 PUD Secondary Purchase Reduced 80.00 355,200 6.875
6457074513 Single Family Primary Refinance Rapid 56.12 435,000 6.625
6464068151 Single Family Primary Cash-out Refinance Standard 51.28 400,000 6.750
6477048414 Single Family Primary Refinance Rapid 54.88 343,000 6.875
6480280277 Single Family Primary Cash-out Refinance Rapid 45.45 500,000 6.750
6482736763 Single Family Primary Purchase Rapid 80.00 506,000 6.500
6483821507 Single Family Primary Cash-out Refinance Standard 70.00 542,500 6.625
6487113513 Single Family Primary Refinance Reduced 42.94 361,590 6.750
6489611605 Single Family Primary Cash-out Refinance Standard 73.00 365,000 6.750
6492778946 Single Family Primary Refinance Reduced 78.74 354,350 6.500
6493888900 PUD Primary Cash-out Refinance Reduced 68.76 574,200 6.625
6508169981 Single Family Primary Purchase Rapid 75.00 750,000 6.750
6508824593 Single Family Primary Refinance Reduced 48.85 342,000 6.625
6510169813 Single Family Primary Refinance Rapid 24.69 852,000 7.000
6519446782 Single Family Primary Cash-out Refinance Standard 70.00 490,000 6.750
6544053728 Single Family Primary Refinance Rapid 43.86 318,000 6.500
6546847663 Single Family Primary Refinance Rapid 71.36 496,000 6.875
6548860672 Single Family Primary Refinance Reduced 71.56 572,500 6.625
6553884666 Single Family Primary Refinance Rapid 22.60 330,000 6.625
6554350642 Single Family Primary Refinance Rapid 23.87 394,000 6.750
6565199665 PUD Primary Refinance Rapid 66.73 317,000 6.375
6568520511 PUD Primary Refinance Reduced 79.54 350,000 6.625
6570517075 Single Family Secondary Purchase Standard 80.00 432,000 6.750
6575945255 PUD Primary Refinance Rapid 58.82 1,000,000 6.625
6598095948 Single Family Investor Purchase Standard 68.37 400,000 6.375
6610515824 PUD Primary Purchase Rapid 80.00 604,000 7.000
6615168173 Single Family Secondary Cash-out Refinance Standard 75.00 411,000 6.875
6619231290 Single Family Primary Purchase Standard 76.92 500,000 6.875
6621381406 Single Family Primary Refinance Reduced 56.00 420,000 6.625
6621849022 Single Family Primary Refinance Reduced 64.65 375,000 6.625
6627088443 PUD Primary Refinance Reduced 62.19 547,300 6.500
6638019502 PUD Primary Refinance Reduced 64.22 372,500 6.875
6642727181 Single Family Primary Refinance Standard 67.30 525,000 6.750
6646112224 Single Family Primary Cash-out Refinance Reduced 32.60 750,000 6.750
6648571898 Single Family Primary Refinance Reduced 62.61 626,176 6.500
6650580860 Single Family Primary Refinance Reduced 65.54 586,600 6.625
6651147115 PUD Primary Refinance Reduced 77.12 536,000 6.500
6651265883 Single Family Secondary Refinance Standard 65.59 459,186 6.500
6655432703 Single Family Primary Refinance Rapid 72.66 763,000 6.500
6657966278 PUD Primary Refinance Standard 61.60 385,000 6.250
6660062404 Single Family Primary Refinance Standard 51.16 550,000 6.250
6665259112 PUD Secondary Purchase Reduced 80.00 488,000 7.000
6667687583 Single Family Primary Cash-out Refinance Reduced 53.84 350,000 6.500
6670773818 Four Family Primary Refinance All Ready Home 36.80 693,700 6.750
6675705252 Single Family Primary Refinance Rapid 75.00 975,000 6.875
6677086495 Single Family Primary Refinance Reduced 66.92 435,000 6.625
6682632333 PUD Primary Purchase Reduced 80.00 512,000 6.875
6687154580 PUD Primary Refinance Rapid 39.77 381,850 6.625
6699059066 Single Family Primary Refinance Standard 63.71 557,500 6.625
6701812486 Single Family Primary Cash-out Refinance Rapid 33.33 1,000,000 6.750
6709145962 PUD Primary Refinance Reduced 67.79 550,500 6.500
6713123336 Single Family Primary Cash-out Refinance Rapid 59.17 503,000 6.625
6715317688 PUD Primary Refinance Reduced 73.56 411,945 6.625
6718229294 Single Family Primary Purchase Reduced 78.49 500,000 6.375
6719720499 Single Family Primary Cash-out Refinance Rapid 69.98 367,400 6.500
6722335707 Single Family Primary Purchase Rapid 75.00 881,250 6.500
6736306538 Single Family Primary Refinance Standard 80.00 380,000 6.500
6739601257 Single Family Primary Refinance Rapid 57.50 747,500 6.625
6740357907 PUD Primary Refinance Rapid 78.96 572,500 6.625
6742129569 Single Family Primary Refinance Reduced 55.42 327,000 7.000
6742727065 High-Rise Condo Primary Refinance All Ready Home 43.96 466,000 6.750
6754481858 Single Family Primary Refinance Standard 81.21 357,342 6.500
6756800600 Single Family Primary Cash-out Refinance Standard 68.57 360,000 6.375
6757425076 Single Family Secondary Purchase Rapid 80.00 636,000 6.875
6759523506 PUD Primary Refinance Standard 20.30 500,000 6.625
6764486327 Single Family Primary Refinance Reduced 60.00 360,000 6.625
6778379492 PUD Primary Refinance Reduced 77.26 390,200 6.500
6781388472 Single Family Primary Purchase Reduced 80.00 520,000 6.625
6781838633 Single Family Primary Refinance Rapid 58.35 583,500 6.750
6782043118 Single Family Primary Refinance Standard 64.85 324,250 6.875
6788669536 Single Family Primary Refinance Rapid 44.82 650,000 6.625
6792751171 Single Family Primary Cash-out Refinance Standard 30.30 1,000,000 7.250
6811770962 Single Family Primary Cash-out Refinance Standard 59.42 312,000 6.750
6813880553 Single Family Primary Refinance Reduced 54.20 517,626 6.500
6819417152 Single Family Primary Refinance Rapid 62.50 1,000,000 6.875
6819730463 Single Family Primary Refinance Reduced 35.80 340,100 6.500
6822983083 Single Family Primary Refinance Rapid 57.48 407,000 6.750
6826917483 Single Family Primary Refinance Reduced 61.34 392,600 6.875
6833355198 Single Family Primary Refinance Rapid 26.54 730,000 6.750
6834054857 Single Family Primary Purchase Reduced 79.36 750,000 6.750
6847435317 Single Family Primary Cash-out Refinance Reduced 53.55 340,100 6.625
6848040025 PUD Secondary Purchase Rapid 80.00 600,000 6.750
6849895096 PUD Primary Refinance Rapid 62.65 401,000 6.625
6851832946 Single Family Primary Refinance Rapid 28.00 420,000 6.750
6853068341 Single Family Secondary Purchase Rapid 80.00 328,000 6.500
6871833171 Single Family Primary Refinance Standard 67.70 338,500 6.750
6874195842 Single Family Primary Refinance Reduced 61.18 361,000 6.625
6877780855 Single Family Primary Refinance Rapid 69.20 692,000 6.750
6879893649 Single Family Primary Refinance Standard 66.66 610,000 6.625
6885240645 PUD Primary Refinance Rapid 53.20 665,000 6.500
6885392099 PUD Primary Refinance Reduced 70.72 732,000 6.625
6886015384 Single Family Primary Refinance Reduced 52.66 474,000 6.500
6886637393 PUD Primary Purchase Reduced 60.60 400,000 6.625
6896121255 Single Family Primary Refinance Standard 38.81 427,000 6.875
6898211880 Single Family Primary Refinance Rapid 63.00 472,500 6.750
6905944085 PUD Primary Cash-out Refinance Standard 67.76 382,869 7.250
6906227944 PUD Primary Cash-out Refinance Standard 65.80 510,000 6.500
6906873606 Single Family Primary Refinance Rapid 54.37 459,500 6.750
6915640368 Single Family Primary Refinance Reduced 25.92 700,000 6.625
6915821646 PUD Secondary Purchase Reduced 80.00 432,000 6.750
6923414715 Single Family Primary Refinance Reduced 43.35 568,000 6.500
6927733359 Single Family Primary Refinance Rapid 64.11 343,000 7.000
6929532494 Single Family Primary Refinance All Ready Home 72.00 324,000 6.750
6931195504 Single Family Primary Refinance Reduced 65.62 315,000 6.625
6932213876 PUD Primary Purchase Rapid 57.80 500,000 6.500
6934494144 PUD Primary Cash-out Refinance Standard 45.51 330,000 7.500
6939889611 Single Family Primary Refinance Reduced 53.25 306,200 6.500
6944104444 Single Family Primary Cash-out Refinance Rapid 33.33 750,000 6.875
6949230020 Single Family Primary Cash-out Refinance Reduced 49.41 383,000 6.250
6952270871 PUD Primary Purchase Reduced 80.00 339,920 6.500
6952599428 Single Family Primary Refinance All Ready Home 71.60 358,000 6.875
6953017735 PUD Primary Refinance All Ready Home 77.77 560,000 6.750
6962574569 Single Family Primary Cash-out Refinance Standard 56.00 420,000 6.625
6964742172 Single Family Primary Cash-out Refinance Rapid 72.76 473,000 6.875
6966758358 Single Family Investor Refinance Standard 73.68 350,000 6.875
6968113255 Single Family Primary Refinance Standard 45.77 824,000 6.875
6972936857 Single Family Primary Purchase Reduced 73.03 635,000 7.000
6977864823 Single Family Primary Cash-out Refinance Reduced 57.87 382,000 6.750
6988496664 FALSE Primary Purchase Standard 80.00 1,284,000 8.000
6991067197 Single Family Primary Refinance Reduced 78.98 434,400 7.125
6992168101 Single Family Primary Refinance Rapid 63.79 455,505 6.625
LOAN 1ST PAYMENT MATURITY ORIG MONTHLY CURRENT REMAINING SCHEDULED APPRAISAL
NUMBER DATE DATE TERM P&I DUE DATE TERM PB FICO VALUE
------ ----------- -------- ---- ------- -------- --------- --------- ---- ---------
6005757668 20020301 20170201 180 8,849.10 20020301 179 996,775.90 790 2,800,000
6011547426 20020301 20170201 180 2,791.89 20020301 179 314,482.80 659 925,000
6015841726 20020401 20170301 180 5,355.77 20020401 180 610,000.00 773 1,200,000
6016356286 20020401 20170301 180 5,591.93 20020401 180 627,000.00 692 1,600,000
6027413589 20020301 20170201 180 2,897.38 20020301 179 328,924.49 675 525,000
6036041702 20020401 20170301 180 4,079.44 20020401 180 461,000.00 776 877,000
6043965364 20020301 20170201 180 2,849.50 20020301 179 318,482.98 759 670,000
6046701154 20020301 20170201 180 6,741.22 20020301 179 747,633.78 784 1,650,000
6053113012 20020301 20170201 180 3,323.91 20020301 179 374,409.96 687 520,000
6053259047 20020401 20170301 180 3,656.61 20020401 180 410,000.00 709 590,000
6054382780 20020401 20170301 180 4,249.49 20020401 180 484,000.00 720 1,600,000
6061024805 20020301 20170201 180 4,771.90 20020301 179 541,728.67 693 740,000
6062570285 20020301 20170201 180 3,815.77 20020301 179 416,709.65 678 761,000
6062623787 20020301 20170201 180 3,257.95 20020301 179 372,767.88 707 470,000
6067431319 20020401 20170301 180 2,999.85 20020401 180 339,000.00 772 548,000
6069805866 20020401 20170301 180 3,567.42 20020401 180 400,000.00 655 550,000
6071993643 20020401 20170301 180 4,442.65 20020401 180 510,000.00 768 638,000
6074758647 20020401 20170301 180 7,477.49 20020401 180 845,000.00 750 1,310,000
6075905130 20020401 20170301 180 2,943.12 20020401 180 330,000.00 706 700,000
6091493772 20020401 20170301 180 3,919.99 20020401 180 450,000.00 725 670,000
6092396917 20020301 20170201 180 4,389.97 20020301 179 498,370.45 707 1,500,000
6109469384 20020401 20170301 180 2,908.72 20020401 180 333,910.00 756 650,000
6109513595 20020401 20170301 180 5,747.27 20020401 180 665,000.00 732 950,000
6112748253 20020301 20170201 180 4,663.48 20020301 179 525,300.90 711 1,200,000
6120538027 20020401 20170301 180 4,712.70 20020401 180 541,000.00 816 830,000
6125157948 20020401 20170301 180 6,688.91 20020401 180 750,000.00 674 1,090,000
6125176252 20020301 20170201 180 2,797.39 20020301 179 330,360.11 684 525,000
6128901003 20020401 20170301 180 3,116.88 20020401 180 355,000.00 668 525,000
6129529548 20020301 20170201 180 5,551.80 20020301 179 620,514.61 726 800,000
6131148568 20020401 20170301 180 3,789.32 20020401 180 435,000.00 737 545,000
6132807675 20020401 20170301 180 5,805.01 20020401 180 656,000.00 747 820,000
6135677042 20020301 20170201 180 8,578.23 20020301 179 944,044.58 779 1,325,000
6150662192 20020301 20170201 180 4,424.55 20020301 179 498,387.95 778 1,000,000
6155418814 20020301 20170201 180 4,038.78 20020301 179 458,500.80 788 615,000
6156404979 20020401 20140301 144 7,410.25 20020401 144 730,000.00 750 2,800,000
6156566256 20020401 20170301 180 2,601.40 20020401 180 301,000.00 810 830,000
6163826339 20020301 20170201 180 6,353.66 20020301 179 715,685.09 777 2,300,000
6164274505 20020301 20170201 180 5,662.20 20020301 179 647,858.63 784 1,050,000
6167292264 20020301 20170201 180 3,629.86 20020301 179 418,601.39 734 575,000
6174334745 20020301 20170201 180 3,097.19 20020301 179 348,871.56 786 550,000
6176210414 20020301 20170201 180 6,636.83 20020301 179 747,581.92 777 1,250,000
6176754361 20020301 20170201 180 3,499.35 20020301 179 402,967.23 718 825,000
6178692726 20020401 20170301 180 3,189.28 20020401 180 357,600.00 698 447,000
6183234761 20020401 20170301 180 3,991.36 20020401 180 453,868.85 810 660,000
6186913536 20020401 20170301 180 3,969.41 20020401 180 452,100.00 668 680,000
6195350514 20020301 20170201 180 5,135.21 20020301 179 587,560.93 810 1,350,000
6196607573 20020301 20170201 180 8,428.75 20020301 179 956,871.25 709 2,200,000
6197450957 20020301 20170201 180 3,022.61 20020301 179 343,141.01 766 750,000
6198108810 20020301 20170201 180 3,072.98 20020301 179 348,859.31 734 533,000
6201363378 20020301 20170201 180 8,849.10 20020301 179 996,775.90 702 1,800,000
6208687084 20020401 20170301 180 3,301.44 20020401 180 382,000.00 785 643,000
6208986171 20020301 20170201 180 3,549.59 20020301 179 396,730.62 654 810,000
6209282778 20020301 20170201 180 3,919.99 20020301 179 448,517.51 757 815,000
6209393708 20020401 20170301 180 8,604.34 20020401 180 980,000.00 759 1,400,000
6211007361 20020301 20170201 180 3,484.43 20020301 179 398,682.24 760 610,000
6225157756 20020401 20170301 180 6,688.91 20020401 180 750,000.00 784 1,450,000
6226833371 20020401 20170301 180 3,412.22 20020401 180 385,600.00 783 600,000
6233656450 20020301 20170201 180 3,226.59 20020301 179 369,179.74 709 680,000
6235891535 20020401 20170301 180 5,185.51 20020401 180 600,000.00 786 1,200,000
6250712699 20020301 20170201 180 3,484.43 20020301 179 398,682.24 795 525,000
6254499582 20020401 20170301 180 4,299.54 20020401 180 489,700.00 634 715,000
6266989661 20020401 20170301 180 4,520.10 20020401 180 499,000.00 639 655,000
6268342067 20020301 20170201 180 3,498.81 20020301 179 397,201.24 698 700,000
6270068114 20020401 20170301 180 4,120.34 20020401 180 473,000.00 719 810,000
6271130673 20020301 20170201 180 2,914.01 20020401 179 328,238.30 769 450,000
6271496033 20020301 20170201 180 3,994.88 20020301 179 453,517.10 687 660,000
6275937297 20020401 20170301 180 4,338.12 20020401 180 498,000.00 772 631,000
6283760798 20020301 20170201 180 3,632.70 20020301 179 412,401.54 778 550,000
6285783541 20020301 20170201 180 5,601.61 20020301 179 635,920.68 675 825,000
6286191298 20020301 20170201 180 3,950.98 20020301 179 448,533.40 779 1,100,000
6295409285 20020301 20170201 180 4,436.31 20020301 179 488,221.58 715 653,000
6300221188 20020401 20170301 180 3,179.55 20020401 180 365,000.00 760 775,000
6303993148 20020401 20170301 180 3,310.99 20020401 180 377,108.00 629 655,000
6304981217 20020401 20170301 180 3,573.44 20020401 180 407,000.00 777 765,000
6305084672 20020401 20170301 180 3,433.64 20020401 180 385,000.00 672 560,000
6314839116 20020401 20170301 180 3,135.99 20020401 180 360,000.00 777 675,000
6317612411 20020301 20170201 180 2,809.59 20020301 179 318,957.08 719 495,000
6320319038 20020301 20170201 180 5,911.20 20020301 179 665,846.30 654 985,000
6321973890 20020401 20170301 180 4,287.12 20020401 180 500,000.00 737 715,000
6322751683 20020401 20170301 180 4,791.10 20020401 180 550,000.00 809 900,000
6325157276 20020401 20170301 180 4,355.54 20020401 180 500,000.00 752 1,000,000
6346954719 20020401 20170301 180 7,344.75 20020401 180 830,000.00 757 2,200,000
6355408318 20020401 20170301 180 3,292.48 20020401 180 375,000.00 704 1,030,000
6362176742 20020401 20170301 180 2,756.91 20020401 180 314,000.00 664 576,000
6366664354 20020301 20170201 180 6,563.96 20020301 179 739,374.47 765 1,600,000
6381715652 20020401 20170301 180 3,316.68 20020401 180 367,828.75 663 525,000
6389406130 20020401 20170301 180 4,214.38 20020401 180 480,000.00 755 700,000
6392938368 20020401 20170301 180 3,088.52 20020401 180 354,550.00 759 575,000
6398338373 20020401 20170301 180 3,057.50 20020401 180 342,825.00 692 510,000
6403892984 20020401 20170301 180 4,389.97 20020401 180 500,000.00 667 1,000,000
6408122528 20020401 20170301 180 3,244.88 20020401 180 372,500.00 736 476,000
6428971243 20020301 20170201 180 3,745.79 20020301 179 418,660.46 761 530,000
6433696447 20020301 20170201 180 4,105.37 20020301 179 466,061.09 758 775,000
6434798358 20020401 20170301 180 3,893.61 20020401 180 440,000.00 704 550,000
6435194995 20020301 20170201 180 3,620.93 20020301 179 404,705.11 714 600,000
6438708734 20020401 20170301 180 3,397.84 20020401 180 387,000.00 756 655,000
6446330406 20020401 20170301 180 3,389.06 20020401 180 386,000.00 700 530,000
6449427290 20020401 20170301 180 5,751.92 20020401 180 650,000.00 710 1,300,000
6450922312 20020301 20170201 180 3,167.87 20020401 179 354,067.13 737 444,000
6457074513 20020401 20120301 120 4,967.05 20020401 120 435,000.00 712 775,000
6464068151 20020401 20170301 180 3,539.64 20020401 180 400,000.00 704 780,000
6477048414 20020401 20170301 180 3,059.07 20020401 180 343,000.00 745 625,000
6480280277 20020401 20170301 180 4,424.55 20020401 180 500,000.00 785 1,100,000
6482736763 20020401 20170301 180 4,407.81 20020401 180 506,000.00 727 637,000
6483821507 20020401 20170301 180 4,763.12 20020401 180 542,500.00 766 775,000
6487113513 20020401 20170301 180 3,199.75 20020401 180 361,590.00 763 842,000
6489611605 20020301 20170201 180 3,229.92 20020301 179 363,823.20 715 500,000
6492778946 20020401 20120301 120 4,023.58 20020401 120 354,350.00 747 450,000
6493888900 20020401 20170301 180 5,041.45 20020401 180 574,200.00 786 835,000
6508169981 20020301 20170201 180 6,636.83 20020301 179 747,581.92 752 1,100,000
6508824593 20020401 20170301 180 3,002.74 20020401 180 342,000.00 749 700,000
6510169813 20020301 20170201 180 7,658.02 20020301 179 849,311.98 798 3,450,000
6519446782 20020301 20170201 180 4,336.06 20020301 179 488,420.19 681 700,000
6544053728 20020301 20170201 180 2,770.13 20020301 179 316,952.37 772 725,000
6546847663 20020301 20170201 180 4,423.60 20020301 179 494,418.07 748 695,000
6548860672 20020401 20170301 180 5,026.52 20020401 180 572,500.00 744 800,000
6553884666 20020301 20170201 180 2,897.38 20020501 179 328,029.43 741 1,460,000
6554350642 20020401 20170301 180 3,486.55 20020401 180 394,000.00 760 1,650,000
6565199665 20020301 20170201 180 2,739.68 20020301 179 315,944.38 739 475,000
6568520511 20020401 20170301 180 3,072.98 20020401 180 349,871.94 727 440,000
6570517075 20020301 20170201 180 3,822.81 20020301 179 430,607.19 622 545,000
6575945255 20020301 20170201 180 8,779.94 20020301 179 996,740.89 769 1,700,000
6598095948 20020401 20170301 180 3,457.01 20020401 180 400,000.00 748 585,000
6610515824 20020301 20170201 180 5,428.93 20020301 179 602,094.40 776 772,000
6615168173 20020401 20170301 180 3,665.53 20020401 180 411,000.00 764 548,000
6619231290 20020301 20170201 180 4,459.28 20020401 179 498,405.30 654 650,000
6621381406 20020401 20170301 180 3,687.58 20020401 180 420,000.00 749 750,000
6621849022 20020401 20170301 180 3,292.48 20020401 180 375,000.00 730 580,000
6627088443 20020301 20170201 180 4,767.58 20020301 179 545,496.96 707 880,000
6638019502 20020301 20170201 180 3,322.16 20020301 179 371,311.95 701 580,000
6642727181 20020401 20170301 180 4,645.78 20020401 180 525,000.00 715 780,000
6646112224 20020401 20170301 180 6,636.83 20020401 180 750,000.00 712 2,300,000
6648571898 20020301 20170201 180 5,454.67 20020301 179 624,113.12 757 1,000,000
6650580860 20020301 20170201 180 5,150.32 20020301 179 584,688.20 680 895,000
6651147115 20020301 20150201 156 5,098.38 20020301 155 533,804.95 726 695,000
6651265883 20020301 20170201 180 4,000.01 20020301 179 457,673.25 677 700,000
6655432703 20020401 20150301 156 7,257.59 20020401 156 763,000.00 777 1,050,000
6657966278 20020301 20170201 180 3,301.08 20020301 179 383,704.13 747 625,000
6660062404 20020401 20170301 180 4,715.83 20020401 180 550,000.00 736 1,075,000
6665259112 20020301 20170201 180 4,386.29 20020301 179 486,460.38 745 620,000
6667687583 20020301 20170201 180 3,048.88 20020401 179 348,795.83 796 650,000
6670773818 20020401 20170301 180 6,138.62 20020401 180 693,700.00 711 1,885,000
6675705252 20020301 20170201 180 8,695.58 20020301 179 971,890.36 759 1,300,000
6677086495 20020301 20170201 180 3,819.28 20020301 179 433,582.28 689 650,000
6682632333 20020301 20170201 180 4,566.30 20020301 179 510,367.03 705 640,000
6687154580 20020401 20170301 180 3,352.62 20020401 180 381,850.00 780 960,000
6699059066 20020401 20170301 180 4,894.82 20020401 180 557,500.00 684 875,000
6701812486 20020301 20170201 180 8,849.10 20020301 179 996,775.90 775 3,000,000
6709145962 20020401 20170301 180 4,795.45 20020401 180 550,500.00 709 812,000
6713123336 20020301 20170201 180 4,416.31 20020301 179 501,360.67 733 850,000
6715317688 20020401 20170301 180 3,616.86 20020401 180 411,945.00 785 560,000
6718229294 20020301 20170201 180 4,321.26 20020301 179 498,334.99 778 637,000
6719720499 20020301 20170201 180 3,200.45 20020301 179 366,189.63 740 525,000
6722335707 20020401 20170301 180 7,676.64 20020401 180 881,250.00 790 1,175,000
6736306538 20020301 20170201 180 3,310.21 20020301 179 378,748.12 672 475,000
6739601257 20020301 20170201 180 6,563.01 20020301 179 745,063.81 750 1,300,000
6740357907 20020301 20170201 180 5,026.52 20020301 179 570,634.16 702 725,000
6742129569 20020301 20170201 180 2,939.17 20020301 179 325,968.33 728 590,000
6742727065 20020301 20170201 180 4,123.68 20020301 179 462,279.95 679 1,060,000
6754481858 20020401 20170301 180 3,112.84 20020401 180 357,342.00 703 440,000
6756800600 20020401 20170301 180 3,111.31 20020401 180 360,000.00 671 525,000
6757425076 20020301 20170201 180 5,672.20 20020301 179 633,971.55 754 800,000
6759523506 20020401 20170301 180 4,389.97 20020401 180 500,000.00 788 2,462,000
6764486327 20020401 20170301 180 3,160.78 20020401 180 360,000.00 799 600,000
6778379492 20020401 20170301 180 3,399.07 20020401 180 390,200.00 732 505,000
6781388472 20020401 20170301 180 4,565.57 20020401 180 520,000.00 803 664,000
6781838633 20020401 20170301 180 5,163.45 20020401 180 583,500.00 702 1,000,000
6782043118 20020401 20170301 180 2,891.84 20020401 180 324,250.00 734 500,000
6788669536 20020301 20170201 180 5,706.96 20020301 179 647,881.58 786 1,450,000
6792751171 20020301 20170201 180 9,128.63 20020301 179 996,913.04 758 3,300,000
6811770962 20020401 20170301 180 2,760.92 20020401 180 312,000.00 655 525,000
6813880553 20020301 20170201 180 4,509.08 20020301 179 515,920.73 741 955,000
6819417152 20020401 20170301 180 8,918.55 20020401 180 1,000,000.00 740 1,600,000
6819730463 20020301 20170201 180 2,962.64 20020301 179 338,979.57 771 950,000
6822983083 20020301 20170201 180 3,601.59 20020301 179 405,687.79 758 708,000
6826917483 20020401 20170301 180 3,501.42 20020401 180 392,600.00 694 640,000
6833355198 20020401 20170301 180 6,459.84 20020401 180 730,000.00 764 2,750,000
6834054857 20020301 20170201 180 6,636.83 20020301 179 747,581.92 783 970,000
6847435317 20020401 20170301 180 2,986.06 20020401 180 340,100.00 773 635,000
6848040025 20020301 20170201 180 5,309.46 20020301 179 598,065.54 778 750,000
6849895096 20020401 20170301 180 3,520.76 20020401 180 401,000.00 779 640,000
6851832946 20020301 20170201 180 3,716.62 20020301 179 418,645.88 795 1,500,000
6853068341 20020301 20170201 180 2,857.24 20020301 179 326,919.43 776 420,000
6871833171 20020301 20170201 180 2,995.42 20020301 179 337,408.64 626 500,000
6874195842 20020401 20170301 180 3,169.56 20020401 180 361,000.00 776 590,000
6877780855 20020301 20170201 180 6,123.58 20020301 179 689,768.92 701 1,000,000
6879893649 20020401 20170301 180 5,355.77 20020401 180 610,000.00 717 915,000
6885240645 20020401 20170301 180 5,792.87 20020401 180 665,000.00 706 1,250,000
6885392099 20020401 20170301 180 6,426.92 20020401 180 729,877.91 718 1,035,000
6886015384 20020401 20170301 180 4,129.05 20020401 180 474,000.00 726 900,000
6886637393 20020301 20170201 180 3,511.98 20020301 179 398,696.35 798 660,000
6896121255 20020301 20170201 180 3,808.22 20020301 179 425,638.13 763 1,100,000
6898211880 20020401 20170301 180 4,181.20 20020401 180 472,500.00 715 750,000
6905944085 20020301 20170201 180 3,495.07 20020301 179 381,687.10 675 565,000
6906227944 20020401 20170301 180 4,442.65 20020401 180 510,000.00 663 775,000
6906873606 20020401 20170301 180 4,066.16 20020401 180 459,500.00 778 845,000
6915640368 20020401 20170301 180 6,145.96 20020401 180 700,000.00 717 2,700,000
6915821646 20020401 20170301 180 3,822.81 20020401 180 432,000.00 760 540,000
6923414715 20020401 20170301 180 4,947.90 20020401 180 568,000.00 756 1,310,000
6927733359 20020301 20170201 180 3,082.99 20020301 179 341,917.84 756 535,000
6929532494 20020401 20170301 180 2,867.11 20020401 180 324,000.00 778 450,000
6931195504 20020401 20170301 180 2,765.69 20020401 180 315,000.00 781 480,000
6932213876 20020401 20170301 180 4,355.54 20020401 180 500,000.00 779 865,000
6934494144 20020401 20170301 180 3,059.15 20020401 180 330,000.00 740 725,000
6939889611 20020301 20170201 180 2,667.34 20020301 179 305,191.24 788 575,000
6944104444 20020401 20170301 180 6,688.91 20020401 180 750,000.00 798 2,250,000
6949230020 20020401 20170301 180 3,283.93 20020401 180 383,000.00 797 775,000
6952270871 20020401 20170301 180 2,961.07 20020401 180 339,920.00 762 427,000
6952599428 20020301 20170201 180 3,192.84 20020301 179 356,858.20 680 500,000
6953017735 20020401 20170301 180 4,955.50 20020401 180 560,000.00 756 720,000
6962574569 20020401 20170301 180 3,687.58 20020401 180 420,000.00 698 750,000
6964742172 20020401 20170301 180 4,218.48 20020401 180 473,000.00 780 650,000
6966758358 20020401 20170301 180 3,121.50 20020401 180 350,000.00 726 475,000
6968113255 20020401 20170301 180 7,348.88 20020401 180 824,000.00 728 1,800,000
6972936857 20020301 20170201 180 5,707.56 20020301 179 632,996.61 697 950,000
6977864823 20020401 20170301 180 3,380.36 20020401 180 382,000.00 766 660,000
6988496664 20020101 20161201 180 12,270.58 20020301 177 1,272,793.88 740 1,605,000
6991067197 20020301 20170201 180 3,934.94 20020301 179 433,044.31 774 550,000
6992168101 20020401 20170301 180 3,999.31 20020401 180 455,505.00 791 714,000
LOAN SALES
NUMBER PRICE
------ -----
6005757668 --
6011547426 --
6015841726 --
6016356286 --
6027413589 --
6036041702 --
6043965364 --
6046701154 1,600,000
6053113012 --
6053259047 --
6054382780 --
6061024805 --
6062570285 --
6062623787 --
6067431319 --
6069805866 --
6071993643 637,500
6074758647 --
6075905130 --
6091493772 --
6092396917 1,399,000
6109469384 --
6109513595 --
6112748253 --
6120538027 --
6125157948 --
6125176252 --
6128901003 --
6129529548 --
6131148568 --
6132807675 --
6135677042 --
6150662192 --
6155418814 --
6156404979 --
6156566256 --
6163826339 --
6164274505 1,050,000
6167292264 --
6174334745 --
6176210414 --
6176754361 --
6178692726 --
6183234761 --
6186913536 --
6195350514 --
6196607573 --
6197450957 --
6198108810 525,000
6201363378 --
6208687084 --
6208986171 --
6209282778 --
6209393708 --
6211007361 604,000
6225157756 --
6226833371 --
6233656450 --
6235891535 --
6250712699 500,000
6254499582 --
6266989661 --
6268342067 --
6270068114 --
6271130673 --
6271496033 --
6275937297 --
6283760798 --
6285783541 --
6286191298 --
6295409285 --
6300221188 --
6303993148 --
6304981217 --
6305084672 550,000
6314839116 --
6317612411 --
6320319038 --
6321973890 --
6322751683 850,000
6325157276 --
6346954719 --
6355408318 --
6362176742 --
6366664354 --
6381715652 --
6389406130 --
6392938368 --
6398338373 --
6403892984 --
6408122528 --
6428971243 --
6433696447 --
6434798358 --
6435194995 --
6438708734 --
6446330406 --
6449427290 --
6450922312 444,000
6457074513 --
6464068151 --
6477048414 --
6480280277 --
6482736763 632,500
6483821507 --
6487113513 --
6489611605 --
6492778946 --
6493888900 --
6508169981 1,000,000
6508824593 --
6510169813 --
6519446782 --
6544053728 --
6546847663 --
6548860672 --
6553884666 --
6554350642 --
6565199665 --
6568520511 --
6570517075 540,000
6575945255 --
6598095948 585,000
6610515824 755,000
6615168173 --
6619231290 650,000
6621381406 --
6621849022 --
6627088443 --
6638019502 --
6642727181 --
6646112224 --
6648571898 --
6650580860 --
6651147115 --
6651265883 --
6655432703 --
6657966278 --
6660062404 --
6665259112 610,000
6667687583 --
6670773818 --
6675705252 --
6677086495 --
6682632333 640,000
6687154580 --
6699059066 --
6701812486 --
6709145962 --
6713123336 --
6715317688 --
6718229294 637,000
6719720499 --
6722335707 1,175,000
6736306538 --
6739601257 --
6740357907 --
6742129569 --
6742727065 --
6754481858 --
6756800600 --
6757425076 795,000
6759523506 --
6764486327 --
6778379492 --
6781388472 650,000
6781838633 --
6782043118 --
6788669536 --
6792751171 --
6811770962 --
6813880553 --
6819417152 --
6819730463 --
6822983083 --
6826917483 --
6833355198 --
6834054857 945,000
6847435317 --
6848040025 750,000
6849895096 --
6851832946 --
6853068341 410,000
6871833171 --
6874195842 --
6877780855 --
6879893649 --
6885240645 --
6885392099 --
6886015384 --
6886637393 660,000
6896121255 --
6898211880 --
6905944085 --
6906227944 --
6906873606 --
6915640368 --
6915821646 540,000
6923414715 --
6927733359 --
6929532494 --
6931195504 --
6932213876 865,000
6934494144 --
6939889611 --
6944104444 --
6949230020 --
6952270871 424,900
6952599428 --
6953017735 --
6962574569 --
6964742172 --
6966758358 --
6968113255 --
6972936857 869,500
6977864823 --
6988496664 1,605,000
6991067197 --
6992168101 --
LOAN COUNT: 219
CUT-OFF DATE PB: $110,184,451.58
UNPAID PB W/A: $503,125.00
INTEREST RATE W/A: 6.71%
REMAINING TERM W/A: 179
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: The Bank of New York
5 Penn Plaza - 16th Floor
New York, New York 10001
Attn: Inventory Control
Re: The Pooling and Servicing Agreement dated March 26, 2002, among Bank
of America Mortgage Securities, Inc., as Depositor, Bank of America,
N.A., as Servicer, and The Bank of New York, as Trustee
In connection with the administration of the Mortgage Loans held by you,
as Custodian, pursuant to the above-captioned Pooling and Servicing Agreement,
we request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one)
____ 1. Mortgage Paid in Full
____ 2. Foreclosure
____ 3. Substitution
____ 4. Other Liquidation
____ 5. Nonliquidation Reason: ___________________
By:_____________________________________
(authorized signer of Bank of
America Mortgage Securities, Inc.)
Issuer:_________________________________
Address:________________________________
________________________________________
Date:___________________________________
Custodian
The Bank of New York
Please acknowledge the execution of the above request by your signature and date
below:
__________________________________ _______________
Signature Date
Documents returned to Custodian:
___________________________________ ________________
Custodian Date
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
[Date]
[_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated March 26, 2002, among Bank of America Mortgage Securities, Inc., as
Depositor, Bank of America, N.A., as Servicer, and The Bank of New York, as
Trustee.
[_______________],
By:_____________________________________
Name:___________________________________
Title:__________________________________
EXHIBIT G-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
5 Penn Plaza - 16th Floor
New York, New York 10001
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-3, Class ___, having an initial aggregate
Certificate Balance as of March 26, 2002 of $___________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated March 26, 2002, among Bank of America Mortgage Securities,
Inc., as Depositor, Bank of America, N.A., as Servicer, and The Bank of New
York, as Trustee. All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Trustee, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from
any and all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any
offer to buy or accept a transfer, pledge or other disposition of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise
approached or negotiated with respect to any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security with
any person in any manner, (d) made any general solicitation with respect
to any Transferred Certificate, any interest in a Transferred Certificate
or any other similar security by means of general advertising or in any
other manner, or (e) taken any other action with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"1933 Act"), would render the disposition of the Transferred Certificates
a violation of Section 5 of the 1933 Act or any state securities laws, or
would require registration or qualification of the Transferred
Certificates pursuant to the 1933 Act or any state securities laws.
Very truly yours,
________________________________________
(Transferor)
By:_____________________________________
Name:___________________________________
Title:__________________________________
EXHIBIT G-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
5 Penn Plaza - 16th Floor
New York, New York 10001
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-3, Class ___, having an initial aggregate
Certificate Balance as of March 26, 2002 of $_________]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated March 26, 2002, among Bank of America Mortgage
Securities, Inc., as Depositor, Bank of America, N.A., as Servicer, and The Bank
of New York, as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Trustee, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "1933 Act"), and has
completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Transferee is aware that the sale to it is
being made in reliance on Rule 144A. The Transferee is acquiring the
Transferred Certificates for its own account or for the account of another
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of another Qualified Institutional
Buyer to whom notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (b) pursuant to another exemption from
registration under the 1933 Act.
2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust created pursuant
thereto, (e) any credit enhancement mechanism associated with the
Transferred Certificate, and (f) all related matters, that it has
requested.
3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the
Nominee Acknowledgment below.
Very truly yours,
________________________________________
(Transferor)
By:_____________________________________
Name:___________________________________
Title:__________________________________
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
Very truly yours,
________________________________________
(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
5 Penn Plaza - 16th Floor
New York, New York 10001
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-3, Class ___, having an initial aggregate
Certificate Principal Balance as of March 26, 2002 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[_________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
March 26, 2002, among Bank of America Mortgage Securities, Inc., as Depositor,
Bank of America, N.A., as Servicer, and The Bank of New York, as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Trustee, that:
1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.
2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Trustee is obligated so to register or qualify the Transferred Certificates and
(c) neither the Transferred Certificates nor any security issued in exchange
therefor or in lieu thereof may be resold or transferred unless such resale or
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
laws, in which case (i) unless the transfer is made in reliance on Rule 144A
under the 1933 Act, the Trustee or the Depositor may require a written Opinion
of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached to the Pooling and Servicing
Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall
not be an expense of the Trustee or the Depositor; provided that the foregoing
requirements under clauses (i) and (ii) shall not apply to a transfer of a
Private Certificate between or among the Depositor, the Seller, their affiliates
or both.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING
AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF
ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE
MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A
REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE,
STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN
OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT
IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO BENEFIT
PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES
AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH BENEFIT
PLAN AND ALL OTHER BENEFIT PLANS MAINTAINED BY THE SAME EMPLOYER (OR
AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE
SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT
IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW
AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE UNLESS SUCH
PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF
COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING
AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER
IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL
VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(e) above) would constitute a distribution of the Transferred Certificates under
the 1933 Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities law or would
require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans., (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
________________________________________
(Transferee)
By:_____________________________________
Name:___________________________________
Title:__________________________________
Date:___________________________________
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
________________________________________
(Nominee)
By:_____________________________________
Name:___________________________________
Title:__________________________________
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR BENEFIT PLAN-RESTRICTED CERTIFICATES
The Bank of New York
5 Penn Plaza - 16th Floor
New York, New York 10001
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-3, Class ___, having an initial aggregate
Certificate Principal Balance as of March 26, 2002 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
March 26, 2002, among Bank of America Mortgage Securities, Inc., as Depositor,
Bank of America, N.A., as Servicer, and The Bank of New York, as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as
Trustee, either that:
(a) it is not, and is not acting on behalf of, an employee benefit plan or
arrangement, including an individual retirement account, subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal
Revenue Code of 1986, as amended (the "Code"), or any federal, state or local
law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or
(b) it is an insurance company and the source of funds used to purchase
the Transferred Certificates is an "insurance company general account" (as
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), there is no Plan with respect to
which the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and all Plans that
have an interest in such general account are Plans to which PTE 95-60 applies.
Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
Very truly yours,
________________________________________
(Transferee)
By:_____________________________________
Name:___________________________________
Title:__________________________________
Date:___________________________________
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATE PURSUANT TO SECTION 6.02
Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates,
Series 2002-3
STATE OF )
) ss:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class 1-A-R or Class 1-A-LR
Certificate (the "Certificate") issued pursuant to the Pooling and Servicing
Agreement, dated March 26, 2002, (the "Agreement"), relating to the
above-referenced Series, by and among Bank of America Mortgage Securities, Inc.,
as depositor (the "Depositor"), Bank of America, N.A., as servicer, and The Bank
of New York, as trustee. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the date
of the transfer, a Permitted Transferee. The Transferee is acquiring the
Certificate either (i) for its own account or (ii) as nominee, trustee or agent
for another Person who is a Permitted Transferee and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
transfer is through an agent (which includes a broker, nominee or middleman) for
a Person that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
subsequent Transferee furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of transfer, such Person
does not have actual knowledge that the affidavit is false.
4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record Holder of an interest in such entity. The Transferee
understands that, other than in the case of an "electing large partnership"
under Section 775 of the Code, such tax will not be imposed for any period with
respect to which the record Holder furnishes to the pass-through entity an
affidavit that such record Holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Certificate including, without limitation, the restrictions on subsequent
Transfers and the provisions regarding voiding the transfer and mandatory sales.
The Transferee expressly agrees to be bound by and to abide by the provisions of
Section 6.02 of the Agreement and the restrictions noted on the face of the
Certificate. The Transferee understands and agrees that any breach of any of the
representations included herein shall render the transfer to the Transferee
contemplated hereby null and void.
6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Certificate, and in connection with any transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
transfer the Certificate or cause the Certificate to be transferred to any
Person that the Transferee knows is not a Permitted Transferee.
7. The Transferee historically has paid its debts as they have become due.
8. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the
Certificate.
9. The Transferee's taxpayer identification number is ___________________.
10. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
11. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax. The Transferee understands
that it may incur tax liabilities with respect to the Certificate in excess of
cash flows generated thereby, and agrees to pay taxes associated with holding
the Certificate as such taxes become due.
12. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.
* * *
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer this _____ day of ________________, ____.
________________________________________
Print Name of Transferee
By:_____________________________________
Name:
Title:
Personally appeared before me the above-named ___________________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the _______________________ of the Transferee, and
acknowledged that he executed the same as his free act and deed and the free act
and deed of the Transferee.
Subscribed and sworn before me this _____ day of ___________________, ____
________________________________________
NOTARY PUBLIC
My Commission expires the ____ day of
______________, ____
EXHIBIT J
CONTENTS OF THE SERVICER MORTGAGE FILE
1. Copies of Mortgage Loans Documents.
2. Residential loan application.
3. Mortgage Loan closing statement.
4. Verification of employment and income, if required.
5. Verification of acceptable evidence of source and amount of downpayment.
6. Credit report on Mortgagor, in a form acceptable to either FNMA or FHLMC.
7. Residential appraisal report.
8. Photograph of the Mortgaged Property.
9. Survey of the Mortgaged Property, unless a survey is not required by the
title insurer.
10. Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy, i.e.,
map or plat, restrictions, easements, home owner association declarations,
etc.
11. Copies of all required disclosure statements.
12. If applicable, termite report, structural engineer's report, water
potability and septic certification.
13. Sales Contract, if applicable.
14. The Primary Insurance Policy or certificate of insurance or an electronic
notation of the existence of such policy, where required pursuant to the
Agreement.
15. Evidence of electronic notation of the hazard insurance policy, and if
required by law, evidence of the flood insurance policy.
EXHIBIT K
FORM OF SPECIAL SERVICING AGREEMENT
This Special Servicing Agreement (the "Agreement") is made and entered
into as of ___________________, between Bank of America, N.A. (the "Servicer")
and ___________________ (the "Loss Mitigation Advisor").
PRELIMINARY STATEMENT
_________________ (the "Purchaser") is the holder of the entire interest
in Bank of America Mortgage Securities, Inc.; Mortgage Pass-Through
Certificates, Series ______, Class ____ (the "Class B Certificates"). The Class
B Certificates were issued pursuant to a Pooling and Servicing Agreement dated
___________________among Bank of America Mortgage Securities, Inc., as depositor
(the "Depositor"), the Servicer, and The Bank of New York, as Trustee.
The Purchaser has requested the Servicer to engage the Loss Mitigation
Advisor, at the Purchaser's expense, to assist the Servicer with respect to
default management and reporting situations for the benefit of the Purchaser.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Servicer hereby engages
the Loss Mitigation Advisor to provide advice in connection with default
management and reporting situations with respect to defaulted loans, including
providing to the Servicer recommendations with respect to foreclosures, the
acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure
and deficiency notes, as well as with respect to the sale of REO properties. The
Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that
its fees will be paid by the Purchaser and not the Servicer, and that it will
not look to the Servicer for financial remuneration. It is the intent of the
parties to this Agreement that the services of the Loss Mitigation Advisor are
provided without fee to the Servicer for the benefit of the Purchaser for the
life of the Class B Certificates.
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Commencement of Foreclosure: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, the posting, publishing, filing or
delivery of a notice of sale.
Delay of Foreclosure: The postponement for more than three Business Days
of the scheduled sale of Mortgaged Property to obtain satisfaction of a Mortgage
Loan.
Loss Mitigation Advisor: ______________.
Purchaser: _______________________, or the holder of record of the Class B
Certificates.
Short Payoff: Liquidation of a Mortgage Loan at less than the full amount
of the outstanding balance of the Mortgage Loan plus advances and costs through
a negotiated settlement with the borrower, which may include a deed-in-lieu of
foreclosure or sale of the property or of the promissory note secured by the
collateral property to a third party, in either case with or without a
contribution toward any resulting deficiency by the borrower.
Section 1.02. Definitions Incorporated by Reference.
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreements.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Servicer shall use reasonable efforts to provide to the Loss Mitigation
Advisor with the following notices and reports. All such notices and reports may
be sent to the Loss Mitigation Advisor by telecopier, electronic mail, express
mail or regular mail.
(i) The Servicer shall within five Business Days after each
Distribution Date either: (A) provide to the Loss Mitigation Advisor a
written or electronic report, using the same methodology and calculations
as in its standard servicing reports, indicating for the trust fund formed
by the Pooling and Servicing Agreement, the number of Mortgage Loans that
are (1) sixty days delinquent, (2) ninety days or more delinquent, (3) in
foreclosure or (4) real estate owned (REO), and indicating for each such
Mortgage Loan the loan number, whether the loan is in bankruptcy or paying
under the terms of a repayment plan, the reason for default, and
outstanding principal balance; or (B) provide the information detailed in
(A) to a data service provider of the Loss Mitigation Advisor's choice in
an electronic format acceptable to that data service provider. Provision
of the information to a service provider other than that specified by the
Loss Mitigation Advisor is acceptable.
(ii) Prior to a Delay of Foreclosure in connection with any Mortgage
Loan, the Servicer shall provide the Loss Mitigation Advisor with a notice
of such proposed and imminent delay, stating the loan number, the
aggregate amount owing under the Mortgage Loan, and the reason and
justification for delaying foreclosure action. All notices and supporting
documentation pursuant to this subsection may be provided via telecopier,
express mail or electronic mail.
(iii) Prior to accepting any Short Payoff in connection with any
Mortgage Loan, the Servicer shall provide the Loss Mitigation Advisor with
a notice of such proposed and imminent Short Payoff, stating the loan
number, the aggregate amount owing under the Mortgage Loan, and the
justification for accepting the proposed Short Payoff. Such notice may be
sent by telecopier, express mail, electronic mail or regular mail.
(iv) Within five (5) business days of each Distribution Date, the
Servicer shall provide the Loss Mitigation Advisor with a report listing
each loan that has resulted in a realized loss that has been reported to
the trustee. Such report shall specify the loan number, the outstanding
principal balance of the loan upon its liquidation, the realized loss, and
the following components of realized loss: foreclosure costs, advances,
mortgage insurance proceeds, marketing and property rehabilitation costs,
and other costs. Such report may be provided by telecopier, express mail,
regular mail or electronic mail. The Loss Mitigation Advisor shall have at
least ten (10) business days in which to respond with reasonable questions
or requests for additional information regarding the amounts reported as
realized losses, and the Servicer shall within five (5) business days of
receipt of the Loss Mitigation Advisor's questions or additional
information requests provide responses to such questions and requests.
(v) Within five (5) business days of receipt by the Servicer of an
offer to acquire an REO property at an amount that is more than 15% below
the most recent market valuation of that property obtained by the Servicer
(or if no such valuation has been obtained, the appraisal used in
connection with the originating of the related Mortgage Loan), the
Servicer shall notify the Loss Mitigation Advisor of such offer and shall
provide a justification for accepting such offer, if that is the
Servicer's recommendation.
(vi) Within five (5) business days of receipt by the Servicer that a
claim filed for mortgage insurance, or any part thereof, has been rejected
by the mortgage insurance provider, the Servicer shall provide a copy of
the rejected claim with explanations for the item or items rejected to the
Loss Mitigation Advisor.
(vii) Within five (5) business days of providing the trustee with
any notice regarding a mortgage loan substitution, loan modification, or
loan repurchase, the Servicer shall provide the Loss Mitigation Advisor
with a copy of the notice.
(b) If requested by the Loss Mitigation Advisor, the Servicer shall make
its servicing personnel available during its normal business hours to respond to
reasonable inquiries, in writing by facsimile transmission, express mail or
electronic mail, by the Loss Mitigation Advisor in connection with any Mortgage
Loan identified in a report under subsection 2.01 (a)(i), (a)(ii), (a)(iii) or
(a)(iv) which has been given to the Loss Mitigation Advisor; provided that the
Servicer shall only be required to provide information that is readily
accessible to their servicing personnel.
(c) In addition to the foregoing, the Servicer shall provide to the Loss
Mitigation Advisor such information as the Loss Mitigation Advisor may
reasonably request concerning each Mortgage Loan that is at least sixty days
delinquent and each Mortgage Loan which has become real estate owned, provided
that the Servicer shall only be required to provide information that is readily
accessible to its servicing personnel.
(d) With respect to all Mortgage Loans which are serviced at any time by
the Servicer through a subservicer, the Servicer shall be entitled to rely for
all purposes hereunder, including for purposes of fulfilling its reporting
obligations under this Section 2.01, on the accuracy and completeness of any
information provided to it by the applicable subservicer.
Section 2.02. Loss Mitigation Advisor's Recommendations With Respect to
Defaulted Loans.
(a) All parties to this Agreement acknowledge that the Loss Mitigation
Advisor's advice is made in the form of recommendations, and that the Loss
Mitigation Advisor does not have the right to direct the Servicer in performing
its duties under the Pooling and Servicing Agreement. The Servicer may, after
review and analysis of the Loss Mitigation Advisor's recommendation, accept or
reject it, in the Servicer's sole discretion, subject to the standards of the
Servicer to protect the interest of the Certificateholders set forth in the
Pooling and Servicing Agreement.
(b) Within two (2) business days of receipt of a notice of a foreclosure
delay, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the delay, provided, however, that if additional
information is required on which to base a recommendation, the Loss Mitigation
Advisor shall notify the Servicer of the additional information needed within
the allotted time, and the Servicer shall promptly provide such information and
the Loss Mitigation Advisor shall then submit to the Servicer its
recommendation. The Loss Mitigation Advisor may recommend that additional
procedures be undertaken to further analyze the property, the borrower, or
issues related to the default or foreclosure. Such additional procedures may
include asset searches, property valuations, legal analysis or other procedures
that are warranted by the circumstances of the property, borrower or
foreclosure. The Loss Mitigation Advisor may recommend such other actions as are
warranted by the circumstances of the property, borrower or foreclosure.
(c) Within two (2) business days of receipt of a notice of a proposed
Short Payoff, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the proposed Short Payoff, provided, however, that if
additional information is required on which to base a recommendation, the Loss
Mitigation Advisor shall notify the Servicer of the additional information
needed within two business days, and the Servicer shall promptly provide such
information and the Loss Mitigation Advisor shall then submit to the Servicer
its recommendation. The Loss Mitigation Advisor's recommendation may take the
form of concurring with the proposed Short Payoff, recommending against such
Short Payoff, with a justification provided, or proposing a counteroffer.
(d) Within two (2) business days of receipt of a notice of an REO sale at
an amount that is more than 15% below the recent market valuation of that
property, the Loss Mitigation Advisor shall provide the Servicer with its
recommendation. The Loss Mitigation Advisor's recommendation may take the form
of concurring with the proposed below-market sale, recommending against such
below-market sale, or proposing a counteroffer.
Section 2.03. Termination.
(a) With respect to all Mortgage Loans included in a trust fund, the
Servicer's obligations under Section 2.01 and Section 2.02 shall terminate at
such time as the Certificate Principal Balances of the related Class B
Certificates have been reduced to zero.
(b) The Loss Mitigation Advisor's responsibilities under this Agreement
shall terminate upon the termination of the fee agreement between the Purchaser
or its successor and the Loss Mitigation Advisor. The Loss Mitigation Advisor
shall promptly notify the Servicer of the date of termination of such fee
agreement, but in no event later than 5:00 P.M., EST, on the effective date
thereof.
(c) Neither the Servicer nor any of its directors, officers, employees or
agents shall be under any liability for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Servicer or any such Person against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Servicer and the Loss Mitigation Advisor and any director,
officer, employee or agent thereof may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. Neither the Loss Mitigation Advisor, its directors,
officers, employees or agents shall be under any liability for any actions taken
by the Servicer based upon the recommendation pursuant to this Agreement,
provided they are made in good faith.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Amendment.
This Agreement may be amended from time to time by the Servicer and the
Loss Mitigation Advisor by written agreement signed by the Servicer and the Loss
Mitigation Advisor.
Section 3.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 3.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 3.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopier and shall be deemed effective upon receipt to:
(a) in the case of the Servicer,
Bank of America, N.A.
201 North Tryon Street
Charlotte, North Carolina 28255
Attn: Secondary Marketing with a copy to the General Counsel
or such other address as may hereafter be furnished in writing by the Servicer,
(b) in the case of the Loss Mitigation Advisor,
_______________________
(c) in the case of the Purchaser:
_______________________
Section 3.05. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 3.06. Successors and Assigns.
(a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders.
(b) The Servicer shall notify the Loss Mitigation Advisor of the
assignment of its duties to any successor servicer within thirty (30) days prior
to such assignment, and shall provide the name, address, telephone number and
telecopier number for the successor to the Loss Mitigation Advisor.
Section 3.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 3.08. Confidentiality.
The Servicer acknowledges the confidentiality of this Agreement and will
not release or republish its contents without the consent of the Loss Mitigation
Advisor except to the extent required by law, regulation or court order.
The Loss Mitigation Advisor agrees that all information supplied by or on
behalf of the Servicer under this Agreement, is the property of the Servicer.
The Loss Mitigation Advisor shall keep in strictest confidence all information
relating to this Agreement, including, without limitation, individual account
information and other information supplied by or on behalf of the Servicer
pursuant to Section 2.01, and that information which may be acquired in
connection with or as a result of this Agreement. During the term of this
Agreement and at any time thereafter, without the prior written consent of the
Servicer, the Loss Mitigation Advisor shall not publish, communicate, divulge,
disclose or use any of such information. Upon termination or expiration of this
Agreement, the Loss Mitigation Advisor shall deliver all records, data,
information, and other documents and all copies thereof supplied by or on behalf
of the Servicer pursuant to Section 2.01 to the Servicer and such shall remain
the property of the Servicer.
Section 3.09. Independent Contractor.
In all matters relating to this Agreement, the Loss Mitigation Advisor
shall be acting as an independent contractor. Neither the Loss Mitigation
Advisor nor any employees of the Loss Mitigation Advisor are employees or agents
of the Servicer under the meaning or application of any Federal or State
Unemployment or Insurance Laws or Workmen's Compensation Laws, or otherwise. The
Loss Mitigation Advisor shall assume all liabilities or obligations imposed by
any one or more of such laws with respect to the employees of the Loss
Mitigation Advisor in the performance of this Agreement. The Loss Mitigation
Advisor shall not have any authority to assume or create any obligation, express
or implied, on behalf of the Servicer, and the Loss Mitigation Advisor shall not
have the authority to represent itself as an agent, employee, or in any other
capacity of the Servicer.
IN WITNESS WHEREOF, the Servicer and the Loss Mitigation Advisor have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.
Bank of America, N.A.
By:_____________________________________
Name:___________________________________
Title:__________________________________
Loss Mitigation Advisor
___________________
By:_____________________________________
Name:
Title:
PURCHASER'S ACKNOWLEDGEMENT AND AGREEMENT
Purchaser executes this agreement for the purpose of acknowledging the limited
obligations of the Servicer in respect of the Loss Mitigation Advisor's
recommendation, as described in Section 2.02(a) hereof and confirming to the
Servicer that (i) it shall be solely responsible for the payment of the fees of
the Loss Mitigation Advisor pursuant to the terms of an agreement between
Purchaser and Loss Mitigation Advisor dated _____________, 20__ and (ii)
Purchaser upon transfer of its interest in any of the Class B Certificates or
any part thereof will require its successor to consent to this Special Servicing
Agreement and to pay any of the fees due to the Loss Mitigation Advisor pursuant
to the agreement referenced in clause (i) above.
Purchaser
By:_____________________________________
Name:___________________________________
Title:__________________________________
EXHIBIT L
LIST OF RECORDATION STATES
Florida
Maryland