INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Wachovia Bank National Association:
The Board of Directors
Universal Master Servicing, LLC:
We have examined management's assertion, included in the accompanying management
assertion, that Wachovia Bank National Association (the Bank as the Master
Servicer for the period from January 1, 2002 to October 10, 2002) and Universal
Master Servicing, LLC (UMS as the Sub-Master Servicer for the period from
October 11, 2002 to December 31, 2002, a joint venture between the Bank and
Global Realty Outsourcing, Inc.) complied with the minimum servicing standards
set forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers, except for minimum servicing standards
I.4., II.1., II.2., II.3., II.4., III.2., III.3., III.4., V.2., V.3., V.4., and
VI.1., which are performed by their primary servicers, as of and for the year
ended December 31, 2002. Management is responsible for the Bank's and UMS's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the Bank's and UMS's
compliance based on our examination. We did not examine the respective primary
servicers' compliance with standards I.4., II.1., II.2., II.3., II.4., III.2.,
III.3., III.4., V.2., V.3., V.4., and VI.1. and, accordingly, do not express an
opinion thereon.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Bank's and
UMS's compliance with the applicable minimum servicing standards specified above
and performing such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion. Our examination does not provide a legal determination on the
Bank's and UMS's compliance with the minimum servicing standards.
In our opinion, management's assertion that the Bank and UMS have complied with
the aforementioned minimum servicing standards as of and for the year ended
December 31, 2002 is fairly stated, in all material respects.
March 28, 2003
RESIDENTIAL SERVICING
Management Assertion
As of October 10, 2002 and for the period from January 1, 2002 to October 10,
2002 and as of December 31, 2002 and for the period from October 11, 2002 to
December 31, 2002 Wachovia Bank National Association (the Bank as the Master
Servicer) and Universal Master Servicing, LLC (UMS as the Sub-Master Servicer),
respectively, have complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's (MBA's)
Uniform Single Attestation Program for Mortgage Bankers (USAP), except for
minimum servicing standards I.4., II.1., II.2., II.3., II.4., III.2., III.3.,
III.4., V.2., V.3., V.4., and VI.1., which are performed by the Bank's and UMS's
primary servicers.
As discussed above, with respect to minimum servicing standards I.4., II.1.,
II.2., II.3., II.4., III.2., III.3., III.4., V.2., V.3., V.4., and VI.1. of the
USAP, the Bank and UMS rely on the performance of their primary servicers. The
Bank and UMS have a process in place to review the financial soundness and
servicing performance of primary servicers on an annual basis. Among other
factors, the Bank and UMS consider the results of the primary servicers' USAP
reports in these reviews and takes appropriate corrective actions where it is
warranted. UMS is in the process of obtaining and reviewing the 2002 USAP
reports for its primary servicers.
As of and for the period ended October 10, 2002, the Bank had in effect a
fidelity bond and errors and omissions policy in the amount of $200 million and
$20 million, respectively. As of and for the period from October 11, 2002 to
December 31, 2002, UMS had in effect a fidelity bond and errors and omissions
policy in the amount of $18 million and $10 million, respectively
/s/ John M. Church March 28, 2003
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John M. Church Date
Managing Director/Senior Vice President
Wachovia Bank National Association
Structured Products Servicing
/s/ Clyde Alexander March 28, 2003
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Clyde Alexander Date
Vice President
Wachovia Bank National Association
Residential Master Servicing
/s/ Susan Thrasher March 28, 2003
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Susan Thrasher Date
Senior Vice President - Residential Services
Global Realty Outsourcing, INC.
As Agent for Universal Master Servicing, LLC