EXHIBIT 4.5.1
TRUST AGREEMENT, DATED AS OF MAY 1, 2002,
BETWEEN GS MORTGAGE SECURITIES CORP. AND ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ BANK
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GSR MORTGAGE LOAN TRUST 2002-3F
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2002-3F
TRUST AGREEMENT
among
GS MORTGAGE SECURITIES CORP.,
as Depositor
and
JPMORGAN CHASE BANK,
as Trustee
Dated as of
May 1, 2002
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS.......................................................1
Section 1.01 Standard Terms......................................1
Section 1.02 Defined Terms.......................................2
ARTICLE II FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS................18
Section 2.01 Conveyance to the Trustee..........................18
Section 2.02 Acceptance by the Trustee..........................18
Section 2.03 REMIC Elections and REMIC Interests Designations...19
ARTICLE III REMITTING TO CERTIFICATEHOLDERS................................22
Section 3.01 Distributions to Certificateholders................22
Section 3.02 Allocation of Realized Losses and Shortfalls.......28
ARTICLE IV THE SECURITIES..................................................30
Section 4.01 The Certificates...................................30
Section 4.02 Denominations......................................30
Section 4.03 Redemption of Certificates.........................31
Section 4.04 Securities Laws Restrictions.......................31
ARTICLE V MISCELLANEOUS PROVISIONS.........................................31
Section 5.01 Request for Opinions...............................31
Section 5.02 Schedules and Exhibits.............................32
Section 5.03 Governing Law......................................32
Section 5.04 Counterparts.......................................32
Section 5.05 Notices............................................32
SCHEDULES AND EXHIBITS
Schedule I Group I Mortgage Loans
Schedule II Group II Mortgage Loans
Schedule III PAC Amortization Schedule
Exhibit IA-A Form of Class IA-A Certificate
Exhibit IA-B Form of Class IA-B Certificate
Exhibit IA-C Form of Class IA-C Certificate
Exhibit IIA-A Form of Class IIA-A Certificate
Exhibit IIA-B1 Form of Class IIA-B1 Certificate
Exhibit IIA-B2 Form of Class IIA-B2 Certificate
Exhibit IIA-B3 Form of Class IIA-B3 Certificate
Exhibit IIA-B4 Form of Class IIA-B4 Certificate
Exhibit IIA-B5 Form of Class IIA-B5 Certificate
Exhibit IIA-B6 Form of Class IIA-B6 Certificate
Exhibit IIA-B7 Form of Class IIA-B7 Certificate
Exhibit IIA-B8 Form of Class IIA-B8 Certificate
Exhibit IIA-C1 Form of Class IIA-C1 Certificate
Exhibit IIA-C2 Form of Class IIA-C2 Certificate
Exhibit A-X Form of Class A-X Certificate
Exhibit A-P Form of Class A-P Certificate
Exhibit IB-1 Form of Class IB-1 Certificate
Exhibit IB-2 Form of Class IB-2 Certificate
Exhibit IB-3 Form of Class IB-3 Certificate
Exhibit IB-4 Form of Class IB-4 Certificate
Exhibit IB-5 Form of Class IB-5 Certificate
Exhibit IB-6 Form of Class IB-6 Certificate
Exhibit IIB-1 Form of Class IIB-1 Certificate
Exhibit IIB-2 Form of Class IIB-2 Certificate
Exhibit IIB-3 Form of Class IIB-3 Certificate
Exhibit IIB-4 Form of Class IIB-4 Certificate
Exhibit IIB-5 Form of Class IIB-5 Certificate
Exhibit IIB-6 Form of Class IIB-6 Certificate
Exhibit R Form of Residual Certificates
TRUST AGREEMENT
THIS TRUST AGREEMENT (this "Trust Agreement"), dated as
of May 1, 2002, is hereby executed by and among GS MORTGAGE SECURITIES
CORP., a Delaware corporation (the "Depositor") and JPMORGAN CHASE BANK, as
trustee (the "Trustee") under this Trust Agreement and the Standard Terms
to Trust Agreement, May 2002 Edition (the "Standard Terms"), all of the
provisions of which, unless otherwise specified herein, are incorporated
herein and shall be a part of this Trust Agreement as if set forth herein
in full.
PRELIMINARY STATEMENT
The Board of Directors of the Depositor has duly
authorized the formation of GSR Mortgage Loan Trust 2002-3F as a trust (the
"Trust") to issue a series of securities with an aggregate initial
outstanding principal balance of $308,526,654 to be known as the Mortgage
Pass-Through Certificates, Series 2002-3F (the "Certificates"). The Trust
is formed by this Trust Agreement. The Certificates in the aggregate
evidence the entire beneficial ownership in the Trust. The Certificates
consist of the classes set forth herein.
Pursuant to Section 10.01 of the Standard Terms, the
Trustee will make an election to treat all of the assets of the Trust as
four real estate mortgage investment conduits (each, a "REMIC" and,
individually, "REMIC I-1," and "REMIC I-2," relating to Loan Group I, and
"REMIC II-1" and "REMIC II-2" relating to Loan Group II) for federal income
tax purposes. The "startup day" of each REMIC for purposes of the REMIC
Provisions is the Closing Date.
For purposes of naming the REMIC Interests and the
Certificates, the first character ("I" or "II") refers to the Loan Group;
the second character ("A" or "B") refers to the status of the interest
(senior or subordinate), the third character (if not the final character)
refers to the Subpool ("A," "B," "C," or "P"), and the final character
refers to the specific class.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties hereinafter set forth, the Depositor and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Standard Terms.
The Depositor and the Trustee acknowledge that the Standard Terms
prescribe certain obligations of the Depositor and the Trustee, with
respect to the Certificates. The Depositor and the Trustee agree to observe
and perform such prescribed duties, responsibilities and obligations,
pursuant to the terms and conditions thereof and of this Trust Agreement,
and acknowledge that, except to the extent inconsistent with the provisions
of this Trust Agreement, the Standard Terms are and shall be a part of this
Trust Agreement to the same extent as if set forth herein in full.
Pursuant to Section 2.02(f) of the Standard Terms, the Depositor
acknowledges the appointment of the Custodian and agrees to deliver to the
Custodian all Mortgage Loan documents that are to be included in the
Trustee Mortgage Loan File for each Mortgage Loan. The Depositor and the
Custodian acknowledge that, pursuant to existing Custodial Agreements
entered into between the Custodian and predecessors in interest of the
Depositor, the Custodian previously acted as custodian for such
predecessors in interest and that in connection with the formation of the
Trust, the Depositor will assign each Custodial Agreement to the Trustee
and cause a receipt to be issued in the name of the Trustee.
Section 1.02 Defined Terms.
Capitalized terms used but not defined herein shall have the
respective meanings assigned to them in Section 1.01 of the Standard Terms
or in the Sale and Servicing Agreements. In the event of a conflict between
the Standard Terms and the Sale and Servicing Agreements, the Sale and
Servicing Agreements shall govern. In addition, the following provisions
shall govern the defined terms set forth below for this Trust Agreement:
"Accrued Certificate Interest": Interest to be distributed to each
Class of Certificates on any Distribution Date consisting of (i) previously
accrued interest that remained unpaid on the previous Distribution Date (on
a cumulative basis, but without interest on such unpaid interest) and (ii)
interest accrued for the related Interest Accrual Period.
"Administrative Cost Rate": For each Mortgage Loan, the applicable
Servicing Fee Rate and the Trustee Fee Rate.
"Applicable Fraction": For each Mortgage Loan and REMIC I-1 and
REMIC II-1, shall be calculated as follows:
o For each Discount Loan in Group I:
6.0% minus the Net Rate on such Discount Loan
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6.0%.
o For Subgroup I-A and each Mortgage Loan in Group I with a
Net Rate less than 6.0% per annum:
the Net Rate on such Mortgage Loan
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6.0%;
o For Subgroup I-A and each Mortgage Loan in Group I with a
Net Rate equal to or greater than 6.0% per annum, but less
than 6.5% per annum:
6.5% minus the Net Rate on such Mortgage Loan
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0.5%;
o For Subgroup I-B and each Mortgage Loan in Group I with a
Net Rate equal to or greater than 6.0% per annum, but less
than 6.5% per annum:
1 minus (6.5% minus the Net Rate on such Mortgage Loan
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0.5%);
o For Subgroup I-B and each Mortgage Loan in Group I with a
Net Rate equal to or greater than 6.5% per annum, but less
than 7.5% per annum:
7.5% minus the Net Rate on such Mortgage Loan
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1.0%;
o For Subgroup I-C and each Mortgage Loan in Group I with a
Net Rate equal to or greater than 6.5% per annum, but less
than 7.5% per annum:
1 minus (7.5% minus the Net Rate on such Mortgage Loan
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1.0%);
o For Subgroup I-C and each Mortgage Loan in Group I with a
Net Rate greater than 7.5% per annum, 100%.
o For each Discount Loan in Group II:
6.5% minus the Net Rate on such Discount Loan
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6.5%.
o For Subgroup II-A and each Mortgage Loan in Group II with a
Net Rate less than 6.5% per annum:
the Net Rate on such Mortgage Loan
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6.5%;
o For Subgroup II-A and each Mortgage Loan in Group II with a
Net Rate equal to or greater than 6.5% per annum, but less
than 7.0% per annum:
7.0% minus the Net Rate on such Mortgage Loan
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0.5%;
o For Subgroup II-B and each Mortgage Loan in Group II with a
Net Rate equal to or greater than 6.5% per annum, but less
than 7.0% per annum:
1 minus (7.0% minus the Net Rate on such Mortgage Loan
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0.5%);
o For Subgroup II-B and each Mortgage Loan in Group I with a
Net Rate equal to or greater than 7.0% per annum, but less
than 8.5% per annum:
8.5% minus the Net Rate on such Mortgage Loan
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1.5%;
o For Subgroup II-C and each Mortgage Loan in Group II with a
Net Rate equal to or greater than 7.0% per annum, but less
than 8.5% per annum:
1 minus (8.5% minus the Net Rate on such Mortgage Loan
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1.5%);
o For Subgroup II-C and each Mortgage Loan in Group II with a
Net Rate greater than 8.5% per annum, 100%.
"Assignment Agreement": Each of: (i) the Assignment, Assumption
and Recognition Agreement dated May 1, 2002, by and among GSMC, the
Depositor and Countrywide, as Servicer, (ii) the Assignment, Assumption and
Recognition Agreement dated May 1, 2002, by and among the Trust, the
Depositor and Countrywide, as Servicer, (iii) the Assignment, Assumption
and Recognition Agreement dated May 1, 2002, by and among GSMC, the
Depositor and ▇▇▇▇▇ Fargo, as Servicer, and (iv) the Assignment, Assumption
and Recognition Agreement dated May 1, 2002, by and among the Trust, the
Depositor and ▇▇▇▇▇ Fargo, as Servicer.
"Available Distribution Amount": For any Distribution Date and
either Loan Group, the sum, for the Mortgage Loans in such Loan Group, of
the following amounts:
(1) the total amount of all cash received from or on
behalf of the Mortgagors or advanced by the related Servicer on
the Mortgage Loans and not previously distributed (including P&I
Advances made by the Servicer and proceeds of Mortgage Loans in
that Loan Group that are liquidated), except:
(a) all Scheduled Payments collected but due on
a Due Date after that Distribution Date;
(b) all Curtailments received after the previous
calendar month;
(c) all Payoffs received after the previous
calendar month (together with any interest payment
received with those Payoffs to the extent that it
represents the payment of interest accrued on the
Mortgage Loans for the period after the previous calendar
month);
(d) Liquidation Proceeds and Insurance Proceeds
received on the Mortgage Loans in that Loan Group after
the previous calendar month;
(e) all amounts in the Certificate Account from
Mortgage Loans in such Loan Group that are then due and
payable to the applicable Servicer under the applicable
Servicing Agreement; and
(f) the servicing compensation for each Mortgage
Loan in that Loan Group net of any amounts payable as
compensating interest by each Servicer on that
Distribution Date relating to Mortgage Loans that it
services;
(2) the total amount of any cash received by the Trustee
or the Servicers from the repurchase by the Loan Sellers of any
Mortgage Loans in that Loan Group as a result of defective
documentation or breach of representations and warranties;
provided that the Available Distribution Amount for REMIC I-1 and
REMIC I-2 shall equal the Available Distribution Amount for Group
I and Group II, respectively, and the Available Distribution
Amount for REMIC I-2 and REMIC II-2 shall be the amounts
distributed by REMIC I-1 and REMIC II-1, respectively.
"Book-Entry Certificates": The Senior Certificates and the Senior
Subordinate Certificates.
"Certificate Balance": As to any Class of Certificates or
Interests as of the close of business on each Distribution Date, the
initial Certificate Balance thereof (as shown on the charts in Section
2.03(b), (c), (d) and (e)) reduced by (i) all principal payments previously
distributed to such Class, (ii) all Realized Losses previously allocated to
such Class and (ii) in the case of the Class IIA-B8 Certificates only, the
amount of interest deferred and added to the Certificate Balance of such
Class.
"Certificate Rate": With respect to each Class of Certificates on
any Distribution Date, the percentage per annum or other entitlement to
interest described in Section 2.03(c) and (e). With respect to each REMIC
Interest on any Distribution Date, the Certificate Rates described in
Section 2.03(b) and (d).
"Certificates": The Class IA-A, Class IA-B, Class IA-C, Class
IB-1, Class IB-2, Class IB-3, Class, IB-4, Class IB-5, Class IB-6, Class
IIA-A, Class IIA-B1, Class IIA-B2, Class IIA-B3, Class IIA-B4, Class
IIA-B5, Class IIA-B6, Class IIA-B7, Class IIA-B8, Class IIA-C1, Class
IIA-C2, Class IIB-1, Class IIB-2, Class IIB-3, Class IIB-4, Class IIB-5,
Class IIB-6, Class A-P, Class A-X, Class I-R1, Class I-R2, Class II-R1 and
Class II-R2 Certificates.
"Class": Each Class of Certificates or REMIC Interests.
"Class A Certificates": The Class IA-A, Class IA-B, Class IA-C,
Class IIA-A, Class IIA-B1, Class IIA-B2, Class IIA-B3, Class IIA-B4, Class
IIA-B5, Class IIA-B6, Class IIA-B7, Class IIA-B8, Class IIA-C1, Class
IIA-C2, Class A-P and Class A-X Certificates.
"Class A Interests": The Class IA-A1, Class IA-B1, Class IA-P1,
Class IA-C1, Class IA-X1, Class IIA-A1, Class IIA-B1, Class IIA-B3, Class
IIA-B4, Class IIA-B6, Class IIA-B7, Class II-A-B8, Class IIA-C1, Class
IIA-P1 and Class IIA-X1 Interests.
"Class A-X Notional Amount": For any Distribution Date, the sum of
the Group I-X Notional Component and the Group II-X Notional Component.
"Class B Certificates": The Class IB-1, Class IB-2, Class IB-3,
Class IB-4, Class IB-5, Class IB-6, Class IIB-1, Class IIB-2 Class IIB-3,
Class IIB-4, Class IIB-5 and Class IIB-6 Certificates.
"Class B Interests": The Class IB-B1, Class IB-B2, Class IB-B3,
Class IB-B4, Class IB-B5, Class IB-B6, Class IIB-B1, Class IIB-B2, Class
IIB-B3, Class IIB-B4, Class IIB-B5 and Class IIB-B6 Interests.
"Class I-P Component": One of the two components of the Class A-P
Certificates in REMIC I-2. The Class I-P Component will be entitled to
amounts distributed on the Class IA-P1 Interest until it has been paid in
full. The Class IA-P1 Interest will be entitled to receive the Applicable
Fraction for Subgroup I-P of principal collections on each Discount Loan in
Group I.
"Class I-X Component": One of the two components of Class A-X
Certificates in REMIC I-2. The Class I-X Component will be entitled to
amounts distributed on the Class IA-X1 Interest until it has been paid in
full. The Class IA-X1 Interest will be entitled to interest on the Group I
Mortgage Loans to the extent that interest on such Mortgage Loans accrues
at a rate in excess of 7.50% per annum.
"Class II-P Component": One of the two components of Class A-P
Certificates in REMIC II-2. The Class II-P Component will be entitled to
amounts distributed on the Class IIA-P1 Interest until it has been paid in
full. The Class IIA-P1 Interest will be entitled to receive the Applicable
Fraction for Subgroup II-P of principal collections on each Discount Loan
in Group II.
"Class II-X Component": One of the two components of Class A-X
Certificates in REMIC II-2. The Class II-X Component will be entitled to
amounts distributed on the Class IIA-X1 Interest until it has been paid in
full. The Class IIA-X1 Interest will be entitled to interest on the Group
II Mortgage Loans to the extent that interest on such Mortgage Loans
accrues at a rate in excess of 8.50% per annum.
"Class IIA-B Certificates": The Class IIA-B1, Class IIA-B2, Class
IIA-B3, Class IIA-B4, Class IIA-B5, Class IIA-B6, Class IIA-B7 and Class
II-B8 Certificates.
"Class IIA-B Interests": The Class IIA-B1, Class IIA-B3, Class
IIA-B4, Class IIA-B6, Class IIA-B7 and Class IIA-B8 Interests.
"Closing Date": May 29, 2002.
"Corresponding Class": For each class of REMIC Interests or
Certificates, the Class or Classes indicated as such in the tables set
forth in Section 2.03.
"Countrywide": Countrywide Home Loans, Inc..
"Countrywide Servicing Agreement": The Servicing Agreement dated
as of September 25, 2001, between GSMC and Countrywide.
"Credit Support Depletion Date": With respect to REMIC I-1 or
REMIC II-1, the first Distribution Date (if any) on which the aggregate
Certificate Balance of the Subordinate Interests issued by such REMIC has
been or will be reduced (i) to zero or (ii) to or below the aggregate
Unpaid Realized Loss Amount for the Senior Interests issued by such REMIC.
"Current Shortfall" : Any amount included in the Principal
Distribution Amount for Subgroups I-A, I-C, I-P, II-A, II-C or II-P for
which cash is not available to make distributions as a result of a
Servicer's decision not to Advance a delinquent payment, other than a
Realized Loss.
"Curtailments": Partial prepayments on a Mortgage Loan.
"Custodian": JPMorgan Chase Bank (as successor to The Chase
Manhattan Bank), in its capacity as custodian under each of the Custodial
Agreements.
"Custodial Agreements": Each of (a) the Custodial Agreement, dated
as of September 25 2001, by and among Bavaria TRR Corporation, Countrywide,
as servicer, and JPMorgan Chase Bank and (b) the Custodial Agreement, dated
as of December 1, 2001 by and among GSMC, ▇▇▇▇▇ Fargo, as servicer, and
JPMorgan Chase Bank.
"Cut-Off Date": May 1, 2002.
"Depositor": GS Mortgage Securities Corp., in its capacity as
depositor under this Trust Agreement.
"Discount Loan" For Mortgage Loans in Group I, any such loan with
a Net Rate less than 6.0% per annum and, for Mortgage Loans in Group II,
any such loan with a Net Rate less than 6.5% per annum.
"Distribution Date": The 25th day of each month, or if such day is
not a Business Day, the next Business Day following such day. The initial
Distribution Date will be June 25, 2002.
"Due Date": For any Mortgage Loan, the first day in each calendar
month.
"Due Period": For any Distribution Date, the period beginning on
and including the Due Date in the previous calendar month and ending on,
and including, the day before the Due Date in the calendar month in which
such Distribution Date occurs.
"Final Distribution Date": For each Class of Certificates, the
respective dates specified in Section 2.03(g).
"Fitch": Fitch, Inc., doing business as Fitch Ratings.
"Group I": The pool of mortgage loans consisting of the mortgage
loans identified on Schedule I hereto.
"Group I Notional Component": Initially will be approximately
$216,396 and for each Distribution Date after the Closing Date will equal
the total principal balance, as of the first day of the month of such
Distribution Date (after giving effect to all payments scheduled to be made
on such date whether or not received), of the Premium Loans in Group I
multiplied by the following fraction:
the weighted average of the Net Rates of the
Premium Loans in Group I as of the first day of such month minus 7.5%
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8.5%.
"Group II": The pool of mortgage loans consisting of the mortgage
loans identified on Schedule II hereto.
"Group II Notional Component": Initially will be approximately
$126,578 and for each Distribution Date after the Closing Date will equal
the total principal balance, as of the first day of the month of such
Distribution Date (after giving effect to all payments scheduled to be made
on such date whether or not received), of the Premium Loans in Group II
multiplied by the following fraction:
the weighted average of the Net Rates of the
Premium Loans in Group II as of the first day of such month minus 8.5%
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8.5%.
"GSMC": ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company.
"Interest Accrual Period": For any Distribution Date, will be (i)
for each Class of Certificates bearing interest at a fixed rate, the
immediately preceding calendar month and (ii) for each Class of
Certificates bearing interest at a floating rate, the period beginning on
and including a Distribution Date (or, in the case of the first
Distribution Date, May 25, 2002) and ending on, and including, the day
preceding the next Distribution Date. The Class A-P Certificates will be
"principal only" Certificates and will not be entitled to any interest.
"Interests": Each Class of REMIC Interests.
"JPMorgan Chase": JPMorgan Chase Bank.
"Junior Subordinate Certificates": The Class IB-4, Class IB-5,
Class IB-6, Class IIB-4, Class IIB-5, and Class IIB-6 Certificates.
"KeyBank": KeyBank National Association.
"Key Bank Mortgage Loans": The Mortgage Loans sold by KeyBank to
Bavaria TRR Corporation pursuant to the KeyBank Sale Agreement and assigned
to the Depositor and subsequently to the Trust pursuant to the applicable
Assignment Agreements.
"KeyBank Sale Agreement": The Seller's Warranty Agreement, dated
as of September 25, 2001, between Bavaria TRR Corporation and KeyBank.
"LIBOR" means, for any Interest Accrual Period, the offered rate
for one-month United States dollar deposits which appears on Telerate Page
3750, as reported by Bloomberg Financial Markets Commodities News (or such
other page as may replace Telerate Page 3750 for the purpose of displaying
comparable rates), as of 11:00 a.m. (London time) on the LIBOR
Determination Date applicable to such Interest Accrual Period. If such rate
does not appear on Telerate Page 3750 (or such other page as may replace
Telerate Page 3750 for the purpose of displaying comparable rates), the
rate for that day will be determined on the basis of the rates at which
deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to leading banks in the
London interbank market for a period of one month commencing on the first
day of the relevant Interest Accrual Period. The Trustee will request the
principal London office of each of the Reference Banks to provide a
quotation of its rate to the Trustee. If at least two such quotations are
provided, the rate for that day will be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the
rate for that day will be the arithmetic mean of the rates quoted by major
banks in New York City, selected by the Trustee, at approximately 11:00
a.m., New York City time, on that day for loans in United States dollars to
leading European banks for a one-month period (commencing on the first day
of the relevant Interest Accrual Period). If none of such major banks
selected by the Trustee quotes such rate to the Trustee, LIBOR for such
LIBOR Determination Date will be the rate in effect with respect to the
immediately preceding LIBOR Determination Date.
"LIBOR Determination Date": means, with respect to any Interest
Accrual Period and any floating rate certificate, the second London
Business Day prior to the Distribution Date on which such Interest Accrual
Period commences.
"Liquidated Mortgage Loan": A Mortgage Loan for which the
applicable Servicer has determined that it has received all amounts that it
expects to recover from or on account of the Mortgage Loan, whether from
Insurance Proceeds, Liquidation Proceeds or otherwise.
"Liquidation Principal": The principal portion of Liquidation
Proceeds received from each Mortgage Loan that became a Liquidated Mortgage
Loan during the calendar month preceding the month of the Distribution
Date.
"Loan Group": Group I or Group II.
"Loan Seller": With respect to the KeyBank Mortgage Loans, KeyBank
and with respect to the ▇▇▇▇▇ Fargo Mortgage Loans, ▇▇▇▇▇ Fargo.
"London Business Day": means a day on which commercial banks in
London are open for business (including dealings in foreign exchange and
foreign currency deposits).
"Moody's": ▇▇▇▇▇'▇ Investors Service, Inc., or its successor.
"Mortgage Loans": The mortgage loans comprising Group I and Group
II.
"Net Rate": With respect to each Mortgage Loan, the Note Rate of
such Mortgage Loan less the Administrative Cost Rate applicable to such
Mortgage Loan.
"Note Rate": For each Mortgage Loan, the rate at which the related
promissory note accrues interest. For purposes of calculating the
Certificate Rates of the Interests and Certificates, the Note Rate of a
Mortgage Loan will be calculated without regard to any modification, waiver
or amendment of the interest rate of the Mortgage Loan, whether agreed to
by any Servicer or resulting from a bankruptcy, insolvency or similar
proceeding involving the related Mortgagor.
"Notional Amount": Each of the Class A-X Notional Amount, the
Class IIA-B2 Notional Amount, the Class IIA-B5 Notional Amount and the
Class IIA-C2 Notional Amount. The Notional Amount is used to calculate
distributions on the related Classes of Certificates, but is not a
principal amount or other amount to which a Certificateholder is entitled.
"P&I Certificates": All Classes of Certificates other than the
Class A-X Certificates, Class A-P Certificates, the Class IIA-B2, Class
IIA-B5 and Class IIA-C2 Certificates and the Residual Certificates.
"Payoffs": Prepayments in full on a Mortgage Loan.
"Premium Loan": For Mortgage Loans in Group I, any such loan with
a Net Rate in excess of 7.5% and, for Mortgage Loans in Group II, any such
loan with a Net Rate in excess of 8.5%.
"Prepayment Period: With respect to each Distribution Date, the
preceding calendar month.
"Principal Distribution Amount": For each Subgroup, and any
Distribution Date, the sum of:
(1) the Principal Payment Amount for such Subgroup;
(2) the Principal Prepayment Amount for such Subgroup; and
(3) the Applicable Fraction for such Subgroup of the Liquidation
Principal derived from each related Mortgage Loan;
provided, however, that the Principal Distribution Amount for
Subgroups I-B and Subgroup II-B shall be increased by the principal amount
otherwise allocable to any other Subgroup within the same Loan Group for
which the related REMIC Interests (and corresponding Classes of
Certificates) have been paid in full.
"Principal Payment Amount": The sum, for each Subgroup and any
Distribution Date, of the Applicable Fractions, for each Mortgage Loan
contributing to such Subgroup, of:
(1) the principal portion of Scheduled Payments on each such
Mortgage Loan due on the related Due Date;
(2) the principal portion of repurchase proceeds received on any
related Mortgage Loan which was repurchased as permitted or required by the
Trust Agreement during the calendar month preceding the month of the
Distribution Date;
(3) any other unscheduled payments of principal which were
received on any related Mortgage Loan during the preceding calendar month,
other than Payoffs, Curtailments, or Liquidation Principal; and
(4) in the case of Subgroups I-P, I-A, I-C, II-P, II-A and II-C,
Unpaid Realized Loss Amounts, to the extent of the amount available from
the applicable Subordinate Distribution Amount.
"Principal Prepayment Amount": For any Distribution Date and any
Subgroup, the sum of the Applicable Fractions of all Payoffs and
Curtailments for each Mortgage Loan contributing to that Subgroup that were
received during the preceding calendar month.
"Private Certificates": The Junior Subordinate Certificates.
"Qualified Institutional Buyer": Any "qualified institutional
buyer" as defined in clause 7(a) of Rule 144A promulgated under the
Securities Act.
"Rating Agency": ▇▇▇▇▇'▇ and Fitch.
"Realized Loss": With respect to a liquidated Mortgage Loan, the
excess of (a) (i) the outstanding principal balance of the Mortgage Loan,
(ii) all accrued and unpaid interest thereon, and (iii) the amount of all
Advances made by the Servicers and other expenses incurred with respect to
such Mortgage Loan (including expenses of enforcement and foreclosure) over
(b) liquidation proceeds realized from such Mortgage Loan. Realized Losses
may also be realized in connection with unexpected expenses incurred by the
Trust, mortgagor bankruptcies and modifications of defaulted Mortgage
Loans.
"Record Date": In the case of the fixed rate Certificates, the
last Business Day of the calendar month preceding a Distribution Date, and
in the case of the floating rate Certificates, the Business Day preceding
each Distribution Date.
"Reference Banks": means four major banks in the London interbank
market selected by the Trustee.
"REMIC": Any of REMIC I-1, REMIC I-2, REMIC II-1 and REMIC II-2.
"REMIC Certificates": Each Class of Certificates issued by REMIC
II-1 and REMIC II-2 pursuant to Section 2.03(c) and (e), respectively.
"REMIC Interests": Each Class of REMIC interests issued pursuant
to Section 2.03(b) and (d) and identified as "REMIC" interests therein.
"REMIC I-1": One of the four real estate mortgage investment
conduits created in the Trust, which consists of the Mortgage Loans in
Group I and certain other assets and the REMIC I-1 Distribution Account.
"REMIC I-1 Regular Interests": The regular interests issued by
REMIC I-1, consisting of the Class IA-A1, Class IA-B1, Class IA-C1, Class
IA-P1, Class IA-X1, Class IB-B1, Class IB-B2, Class IB-B3, Class IB-B4,
Class IB-B5 and Class IB-B6 Interests.
"REMIC I-1 Senior Interests": All of the REMIC I-1 Regular
Interests except the Class IB-B1, Class IB-B2, Class IB-B3, Class IB-B4,
Class IB-B5 and Class IB-B6 Interests.
"REMIC I-2": One of the four real estate mortgage investment
conduits created in the Trust, which consists of the Regular Interests in
REMIC I-1 and the REMIC I-2 Distribution Account.
"REMIC I-2 Certificates": The Class IA-A, Class IA-B, Class IA-C,
Class IB-1, Class IB-2, Class IB-3, Class IB-4, Class IB-5 and Class IB-6
Certificates.
"REMIC I-2 Regular Interests: Each Class of Certificates beginning
with the designation "I," other than the Residual Certificates, the Class
I-P Component and the Class I-X Component.
"REMIC II-1": One of the four real estate mortgage investment
conduits created in the Trust, which consists of the Mortgage Loans in
Group II and certain other assets and the REMIC II-1 Distribution Account.
"REMIC II-1 Regular Interests": The regular interests issued by
REMIC II-1, consisting of the Class IIA-A1, Class IIA-B1, Class IIA-B3,
Class IIA-B4, Class IIA-B6, Class IIA-B7, Class IIA-B8, Class IIA-C1, Class
IIA-P1, Class IIA-X1, Class IIB-B1, Class IIB-B2, Class IIB-B3, Class
IIB-B4, Class IIB-B5 and Class IIB-B6 Interests.
"REMIC II-1 Senior Interests": The REMIC II-1 Regular Interests
other than the Class IIB-B1, Class IIB-B2, Class IIB-B3, Class IIB-B4,
Class IIB-B5 and Class IIB-B6 Interests.
"REMIC II-2": One of the four real estate mortgage investment
conduits created in the Trust, which consists of the Regular Interests in
REMIC II-1 and the REMIC II-2 Distribution Account.
"REMIC II-2 Certificates": The Class IIA-A, Class IIA-B1, Class
IIA-B2, Class IIA-B3, Class IIA-B4, Class IIA-B5, Class IIA-B6, Class
IIA-B7, Class IIA-B8, Class IIA-C1, Class IIA-C2, Class IIB-1, Class IIB-2,
Class IIB-3, Class IIB-4, Class IIB-5 and Class IIB-6 Certificates.
"REMIC II-2 Regular Interests: Each Class of Certificates
beginning with the designation "II," other than the Residual Certificates,
the Class II-P Component and the Class II-X Component.
"Remittance Date": The 18th day of each month, or if such day is
not a business day, (x) on the next succeeding business day, in the case of
the KeyBank Mortgage Loans, or (y) the preceding Business Day, in the case
of the ▇▇▇▇▇ Fargo Mortgage Loans.
"Residual Certificates": The Class I-R1, Class I-R2, Class II-R1
and Class II-R2 Certificates.
"Rule 144A Certificates": The Junior Subordinate Certificates.
"Sale Agreements": Collectively, (a) the KeyBank Sale Agreement
and (b) the ▇▇▇▇▇ Fargo Sale and Servicing Agreement.
"Scheduled Amount": For any Distribution Date and each of the
Class IIA-B3, Class IIA-B4, Class IIA-B6 and Class IIA-B7 Certificates, the
amount set forth on Schedule III attached hereto.
"Scheduled Payments": The monthly payments of principal and
interest payable by the Mortgagor.
"Senior Certificates": The Class A Certificates.
"Senior Interests": The REMIC I-1 Senior Interests and the REMIC
II-1 Senior Interests.
"Senior Liquidation Amount": For any Distribution Date and any
Subgroup, the aggregate, for each Mortgage Loan or portion thereof
contributing to that Subgroup, that became a Liquidated Mortgage Loan
during the calendar month preceding the month of that Distribution Date, of
the Senior Subgroup Percentage of the Applicable Fractions for the Mortgage
Loans in that Subgroup of the lesser of (i) the Scheduled Principal Balance
of such Mortgage Loan (unless the Servicer had discontinued making P&I
Advances, in which case the actual principal balance less advances will be
used) and (ii) the Liquidation Principal derived from that Mortgage Loan.
"Senior Prepayment Amount": For any Distribution Date and Subgroup
I-B or Subgroup II-B, the product of (i) the Senior Prepayment Percentage
for such Subgroup and (ii) the Principal Prepayment Amount for Group I or
Group II, as applicable, received during the related Prepayment Period.
"Senior Prepayment Percentage": On any Distribution Date, for any
Subgroup other than Subgroup I-B and Subgroup II-B, 100%. For Subgroup I-B
and Subgroup II-B as follows: (i) on any Distribution Date occurring before
the Distribution Date in the month of June 2007, 100%; (ii) on any other
Distribution Date on which the Senior Subgroup Percentage for such
Distribution Date exceeds the initial Senior Subgroup Percentage, as of the
Cut-Off Date, 100%; and (iii) on any other Distribution Date in the month
of June 2007 and thereafter, 100%, unless:
(a) the mean aggregate Scheduled Principal Balance of
the Mortgage Loans in the related Loan Group which are 60 or more
days delinquent (including Mortgage Loans in foreclosure and
property held by the Trust) for each of the immediately preceding
three calendar months is less than or equal to 50% of the
aggregate Certificate Balance of the Subordinate Certificates for
such Subgroup as of such Distribution Date, and
(b) cumulative Realized Losses on the Mortgage Loans
allocated to such Subgroup are less than or equal to the following
percentage of the aggregate Certificate Balance of the Subordinate
Certificates for such Subgroup:
Percentage of the Aggregate Certificate
Distribution Date Occurring In Balance as of the Cut-Off Date
------------------------------ ------------------------------
June 2007 Through May 2008........................ 30%
June 2008 though May 2009......................... 35%
June 2009 through May 2010........................ 40%
June 2010 through May 2011........................ 45%
June 2011 and thereafter.......................... 50%
in which case, the Senior Prepayment Percentage shall be as
follows:
Distribution Date Occurring In Senior Prepayment Percentage
June 2002 through May 2007 100%
June 2007 through May 2008 Senior Subgroup Percentage + 70% of Subordinate
Percentage
June 2008 through May 2009 Senior Subgroup Percentage + 60% of Subordinate
Percentage
June 2009 through May 2010 Senior Subgroup Percentage + 40% of Subordinate
Percentage
June 2010 through May 2011 Senior Subgroup Percentage + 20% of Subordinate
Percentage
June 2011 and thereafter Senior Subgroup Percentage
If on any Distribution Date the allocation to the P&I Certificates
for the related Loan Group of Principal Prepayments in the percentage
required would reduce the sum of the Certificate Balances of the P&I
Certificates related to such Loan Group below zero, the Senior Prepayment
Percentage for such Distribution Date shall be equal to the percentage
necessary to reduce such sum to zero.
"Senior Principal Distribution Amount": For any Distribution Date
and each Subgroup will equal the sum of:
(i) the Senior Subgroup Percentage of the Principal
Payment Amount for such Subgroup;
(ii) the Senior Prepayment Percentage of the Principal
Prepayment Amount for such Subgroup; and
(iii) the Senior Liquidation Amount for such Subgroup.
"Senior Subgroup Percentage": for Subgroup I-B and Subgroup II-B,
as of the Closing Date, will be approximately 97.475732% and approximately
92.256567%, respectively, and for any Distribution Date thereafter will
equal the sum of the Certificate Balances of the Senior Certificates
related to such Subgroup immediately preceding such Distribution Date
divided by the sum of the Certificate Balances of all Classes of
Certificates related to such Subgroup (including all Classes of Subordinate
Certificates) immediately prior to such Distribution Date. The Senior
Subgroup Percentage for Subgroups I-P, I-A, I-C, II-P, II-A, and II-C will
equal 100% at all times.
"Senior Subordinate Certificates": The Class IB-1, Class IB-2,
Class IB-3, Class IIB-1, Class IIB-2 and Class IIB-3 Certificates.
"Servicer": With respect to the KeyBank Mortgage Loans,
Countrywide and its successors or assigns under the Countrywide Servicing
Agreement, and with respect to the ▇▇▇▇▇ Fargo Mortgage Loans, ▇▇▇▇▇ Fargo
and its successors or assigns under the ▇▇▇▇▇ Fargo Servicing Agreement.
"Servicing Agreement": The Countrywide Servicing Agreement or the
▇▇▇▇▇ Fargo Servicing Agreement.
"Soldiers' and Sailors' Shortfall": Any shortfall in amounts paid
by mortgagors on the Mortgage Loans that occurs pursuant to the Soldiers'
and Sailors' Civil Relief Act or similar legislation affording relief to
members of the armed forces.
"Subgroup": Each of Subgroup I-A, Subgroup I-B, Subgroup I-C,
Subgroup I-P, Subgroup II-A, Subgroup II-B, Subgroup II-C and Subgroup
II-P.
"Subgroup I-A": Consists of the Applicable Fractions for such
Subgroup of the Scheduled Principal Balance of each Mortgage Loan specified
in the definition of the term "Applicable Fraction" herein.
"Subgroup I-B": Consists of the Applicable Fractions for such
Subgroup of the Scheduled Principal Balance of each Mortgage Loan specified
in the definition of the term "Applicable Fraction" herein.
"Subgroup I-C": Consists of the Applicable Fractions for such
Subgroup of the Scheduled Principal Balance of each Mortgage Loan specified
in the definition of the term "Applicable Fraction" herein.
"Subgroup I-P": Consists of the Applicable Fraction for such
Subgroup of the Scheduled Principal Balance of each Discount Loan in Group
I.
"Subgroup II-A": Consists of the Applicable Fractions for such
Subgroup of the Scheduled Principal Balance of each Mortgage Loan specified
in the definition of the term "Applicable Fraction" herein.
"Subgroup II-B": Consists of the Applicable Fractions for such
Subgroup of the Scheduled Principal Balance of each Mortgage Loan specified
in the definition of the term "Applicable Fraction" herein.
"Subgroup II-C": Consists of the Applicable Fractions for such
Subgroup of the Scheduled Principal Balance of each Mortgage Loan specified
in the definition of the term "Applicable Fraction" herein.
"Subgroup II-P": Consists of the Applicable Fraction for such
Subgroup of the Scheduled Principal Balance of each Discount Loan in Group
II.
"Subordinate Certificates": The Class B Certificates.
"Subordinate Interests": The regular interests in REMIC I-1 and
REMIC II-1 whose designations begin with the letters "IB" or "IIB."
"Subordinate Liquidation Amount" For any Distribution Date and
each of Subgroup I-B and Subgroup II-B, will equal the Applicable Fractions
for such Subgroup of the Liquidation Principal in respect of each Mortgage
Loan related to such Subgroup which became a Liquidated Loan during the
calendar month preceding the month of the Distribution Date, minus the
Senior Liquidation Amount for such Distribution Date.
"Subordinate Percentage" For each of Subgroup I-B and Subgroup
II-B and any Distribution Date, 100% minus the Senior Subgroup Percentage
for such Subgroup. The Subgroup I-B and Subgroup II-B Subordinate
Percentages as of the Closing Date will be approximately 2.524268% and
approximately 7.743433%, respectively.
"Subordinate Prepayment Percentage" For any Distribution Date and
either Subgroup I-B or Subgroup II-B will equal the excess of 100% over the
Senior Prepayment Percentage for such Subgroup. Initially, the Subordinate
Prepayment Percentage for each such Subgroup will be 0%. Subgroups other
than Subgroup I-B and Subgroup II-B will each have a Subordinate Prepayment
Percentage of zero at all times.
"Subordinate Principal Distribution Amount": For any Distribution
Date and either Group I-B or Group II-B will be equal to the sum of:
(1) the Subordinate Percentage of the Principal Payment
Amount for such Subgroup;
(2) the Subordinate Principal Prepayment Amount for such
Subgroup; and
(3) the Subordinate Liquidation Amount for such Subgroup;
provided, however, that the Subordinate Principal
Distribution Amount shall be reduced by the amounts required to be
distributed to the Class IA-A1, Class IA-C1, Class IA-P1, Class IIA-A1,
Class IIA-C1 and Class IIA-P1 Interests for reimbursement of Unpaid
Realized Loss Amounts on such Distribution Date. Any reduction in the
Subordinate Principal Distribution Amount pursuant to the provisions above
shall offset the amount calculated pursuant to clause (1), clause (3) and
clause (2), in that order.
"Subordinate Principal Prepayment Amount": For each Distribution
Date and either Subgroup I-B or Subgroup II-B, the Subordinate Prepayment
Percentage of the Principal Prepayment Amount of the related Subgroup.
"Subordination Levels": For any Class of Subordinate Interests
issued by REMIC II-1 or REMIC II-2 and any specified date, the percentage
obtained by dividing (i) the sum of the Certificate Balances of all Classes
of Subordinate Certificates issued by such REMIC that are subordinate to
that Class by (ii) the sum of the Certificate Balances of all Classes of
Certificates issued by such REMIC as of that date, before giving effect to
distributions and allocations of Realized Losses on that date to the
Certificates issued by such REMIC.
"Trust": GSR Mortgage Loan Trust 2002-3F.
"Trust Estate": As defined in Section 2.01 hereof.
"Trust Agreement": This Trust Agreement, dated as of May 1, 2002,
which incorporates by reference the Standard Terms to Trust Agreement, May
2002 edition; provided that any references in any documents required
hereunder, including references in documents within the Trustee Mortgage
Loan File, to a Trust Agreement dated as of May 1, 2002, shall be deemed to
refer to this Trust Agreement.
"Trustee": JPMorgan Chase Bank, not in its individual capacity but
solely as Trustee under this Trust Agreement, or its successor in interest,
or any successor trustee appointed as herein provided.
"Trustee Fee": With respect to each Distribution Date, an amount
payable to the Trustee equal to the product of one-twelfth of the Trustee
Fee Rate multiplied by the aggregate Scheduled Principal Balance of the
Mortgage Loans as of the beginning of the Due Period relating to such
Distribution Date.
"Trustee Fee Rate": 0.0075%.
"Unpaid Realized Loss Amount" As of each Distribution Date, for
each of the Class IA-A1, Class IA-C1, Class IA-P1, Class IIA-A1, Class
IIA-C1 and Class IIA-P1 Interests and the Corresponding Classes of
Certificates, the sum of (x) the Realized Losses allocated to such Class on
such Distribution Date and prior Distribution Dates in reduction of the
Certificate Balance thereof, as reduced by all amounts paid to such class
in respect of an Unpaid Realized Loss Amount plus (y) in the case of the
Class IA-A1, Class IA-C1, Class IIA-A1 and Class IIA-C1 Interests, accrued
interest on all such outstanding amounts at the applicable Certificate
Rate; provided, however, that (1) the aggregate of Unpaid Realized Loss
Amounts paid on any Distribution Date shall not exceed the Subordinate
Principal Distribution Amount (without regard to the proviso in the
definition of such term) for Subgroup I-B or Subgroup II-B, as applicable,
for such Distribution Date, (2) any shortfall in amounts available to pay
Unpaid Realized Loss Amounts on any Distribution Date shall be allocated
pro rata among such Classes on the basis of their respective Unpaid
Realized Loss Amounts, (3) any amounts distributed to a Class of Interests
in respect of an Unpaid Realized Loss Amount shall not cause a reduction in
the Class Principal Balance thereof, and (4) following the Credit Support
Depletion Date, no Unpaid Realized Loss Amounts shall be calculated or
distributable.
"▇▇▇▇▇ Fargo": ▇▇▇▇▇ Fargo Home Mortgage, Inc.
"▇▇▇▇▇ Fargo Mortgage Loans": The Mortgage Loans sold by ▇▇▇▇▇
Fargo to GSMC pursuant to the ▇▇▇▇▇ Fargo Sale and Servicing Agreement and
assigned to the Depositor and subsequently to the Trust pursuant to the
applicable Assignment Agreement.
"▇▇▇▇▇ Fargo Sale and Servicing Agreement": The Seller's Warranty
and Servicing Agreements, dated as of December 1, 2001, between ▇▇▇▇▇
Fargo, as seller and servicer, and GSMC.
ARTICLE II
FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS
Section 2.01 Conveyance to the Trustee.
To provide for the distribution of the principal of and interest
on the Certificates and Interests in accordance with their terms, all of
the sums distributable under this Trust Agreement with respect to the
Certificates and the Interests and the performance of the covenants
contained in this Trust Agreement, the Depositor hereby bargains, sells,
conveys, assigns and transfers to the Trustee, in trust, without recourse
and for the exclusive benefit of the Holders of the Certificates, all of
the Depositor's right, title and interest in and to any and all benefits
accruing to the Depositor from: (a) the mortgage loans listed on each of
Schedule I or Schedule II hereto, the related Trustee Mortgage Loan Files,
and all Monthly Payments due thereon after the Cut-Off Date and all
principal prepayments collected with respect to the Mortgage Loans and paid
by a Borrower on or after the Cut-Off Date, and proceeds of the conversion,
voluntary or involuntary, of the foregoing; (b) the Sale and Servicing
Agreements; provided that the Depositor hereby reserves its right to
indemnification under the Sale and Servicing Agreements; (c) the Custodial
Agreements; (d) the Assignment Agreements; (e) the Distribution Account,
the Certificate Account, and the Collection Accounts and (f) proceeds of
all of the foregoing (including, without limitation, all amounts, other
than investment earnings, from time to time held or invested in the
Collection Account and the Certificate Account, whether in the form of
cash, instruments, securities or other property, all proceeds of any
mortgage insurance, mortgage guarantees, hazard insurance, or title
insurance policy relating to the Mortgage Loans, cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, rights to payment of any and every kind, and other forms
of obligations and receivables, which at any time constitute all or part or
are included in the proceeds of any of the foregoing) to pay the REMIC
Interests and the Certificates as specified herein (items (a) through (f)
above shall be collectively referred to herein as the "Trust Estate").
The foregoing sale, transfer, assignment, set-over and conveyance
does not and is not intended to result in the creation of an assumption by
the Trustee of any obligation of the Depositor, the Seller or any other
person in connection with the Mortgage Loans, the Sale and Servicing
Agreements, the Assignment Agreements or under any agreement or instrument
relating thereto except as specifically set forth herein.
Section 2.02 Acceptance by the Trustee.
By its execution of this Agreement, the Trustee
acknowledges and declares that it holds and will hold or has agreed to hold
(in each case through the applicable Custodian) all documents delivered to
any such person from time to time with respect to the Mortgage Loans and
all assets included in the definition of Trust Estate herein in trust for
the exclusive use and benefit of all present and future Holders of the
Certificates. The Trustee has not created and will not create, and no
Officer of the Trustee has any actual knowledge or has received actual
notice of, any interest in the Trust contrary to the interests created by
the Trust Agreement. The Trustee has not entered, nor intends to enter,
into any subordination agreement or intercreditor agreement with respect to
any assets included in the Trust.
Section 2.03 REMIC Elections and REMIC Interests Designations.
(a) REMIC Elections. Elections shall be made by the Trustee to
treat the assets of the Trust described in the definition of the term
"REMIC I-1," the assets of the Trust described in the definition of the
term "REMIC I-2," the assets of the Trust described in the definition of
term "REMIC II-1" and the assets of the Trust described in the definition
of the term "REMIC II-2" as separate REMICs for federal income tax
purposes. The REMIC I-1 Regular Interests will constitute the regular
interests in REMIC I-1 and the Class I-R1 Certificates will constitute the
residual interest in such REMIC. The REMIC I-2 Regular Certificates will
constitute the regular interests in REMIC I-2 and the Class I-R2
Certificates will constitute the residual interest in such REMIC. The REMIC
II-1 Regular Interests will constitute the regular interests in REMIC II-1
and the Class II-R1 Certificates will constitute the residual interest in
such REMIC. The REMIC II-2 Regular Certificates will constitute the regular
interests in REMIC II-2, and the Class II-R2 Certificates will constitute
the residual interest in such REMIC.
(b) REMIC I-1 Interests. REMIC I-1 shall issue each of the
following Classes of Interests in book-entry form, each of which shall be a
Class of REMIC I-1 Interests, having the following Certificate Rates and
initial Certificate Balances:
Initial Certificate
Balance
Class/Subgroup Or Notional Amount Certificate Rate Corresponding Class
----------------------------------------------------------------------------------------------
Subgroup I-A
----------------------------------------------------------------------------------------------
IA-A1 $8,663,469 6.0% IA-A
----------------------------------------------------------------------------------------------
Subgroup I-B
IA-B1 $59,953,000 6.50% IA-B
IB-B1 $582,000 6.50% IB-1
IB-B2 $340,000 6.50% IB-2
IB-B3 $242,000 6.50% IB-3
IB-B4 $97,000 6.50% IB-4
IB-B5 $97,000 6.50% IB-5
IB-B6 $194,565 6.50% IB-6
Subgroup I-C
IA-C1 $26,742,649 7.5% IA-C
Subgroup I-P
IA-P1 $91,524 0.0% I-P Component
IO
IA-X1 $216,396(4) (1) I-X Component
Residual
I-R1 - (2) N/A(3)
--------------------
(1) The Class IA-X1 Interest will be entitled to receive the excess of
the Net Rate at which interest accrues on each Group I Mortgage
Loan over 7.5%.
(2) The Class I-R1 Interests will not be entitled to payments of
principal or interest.
(3) N/A means Not Applicable
(4) Notional Amount.
(c) REMIC I-2 Certificates. REMIC II-1 shall issue the following
Classes of Certificates, with the designations, initial Certificate
Balances and Certificate Rates indicated, each of which shall be a Class of
REMIC II-1 Certificates.
Class Initial Certificate Balance (1) Certificate Rate Corresponding Class
---------------------------------------------------------------------------------------------------------
IA-A $8,663,469 6.00% IA-A1
IA-B $59,953,000 6.50% IA-B2
IA-C $26,742,649 7.50% IA-C1
IB-1 $582,000 6.50% IB-B1
IB-2 $340,000 6.50% IB-B2
IB-3 $242,000 6.50% IB-B3
IB-4 $97,000 6.50% IB-B4
IB-5 $97,000 6.50% IB-B5
IB-6 $194,565 6.50% IB-B6
I-P Component $91,524 0.00% IA-P1
I-X Component $216,396(1) 8.50% IA-X1
I-R2 - (2) N/A(3)
--------------------
(1) Notional Amount.
(2) The Class I-R2 Certificates will not be entitled to payments
of principal or interest.
(3) N/A means Not Applicable
(d) REMIC II-1 Interests. REMIC II-1 shall issue the following
Classes of Interests set forth below in book-entry form, with the
designations, initial Certificate Balances and Certificate Rates indicated,
each of which shall be a Class of REMIC II-1 Interests.
Class/Subgroup Initial Certificate Balance Certificate Rate Corresponding Class
---------------------------------------------------------------------------------------------------------
Subgroup II-A
IIA-A1 $48,607,008 6.50% IIA-A
Subgroup II-B
IIA-B1 $15,301,285 Variable (2) IIA-B1, IIA-B2
IIA-B3 $25,323,667 5.50% IIA-B3
IIA-B4 $18,088,333 Variable (2) IIA-B4, IIA-B5
IIA-B6 $1,250,000 6.75% IIA-B6
IIA-B7 $44,145,715 6.75% IIA-B7
IIA-B8 $3,000,000 6.75% IIA-B8
IIB-B1 $2,644,000 7.00% IIB-1
IIB-B2 $2,538,000 7.00% IIB-2
IIB-B3 $1,692,000 7.00% IIB-3
IIB-B4 $635,000 7.00% IIB-4
IIB-B5 $423,000 7.00% IIB-5
IIB-B6 $1,058,052 7.00% IIB-6
Subgroup II-C
IIA-C1 $46,206,213 Variable (2) IIA-C1, IIA-C2
Subgroup II-P
IIA-P1 $611,171 0.00% II-P Component
Subgroup II-X
IIA-X1 $126,577(1) (1) II-X Component
Residual
II-R1 - (2) N/A(3)
--------------------
(1) The Class IIA-X1 Interest will be entitled to receive interest
that accrues at a Net Rate in excess of 8.5% on each Group II
mortgage loan.
(2) The Residual Certificates will not be entitled to payments of
principal or interest. The Annual Certificate Interest Rate for
Certificates with variable rates of interests are set forth in the
table below:
------------------------------------------------------------------------------------
Class Formula Initial Maximum Minimum
Class IIA-B1 LIBOR + 0.70% 2.54% 8.50% 0.70%
Class IIA-B2 7.80%-LIBOR 5.96% 7.80% 0.00%
Class IIA-B4 LIBOR + 0.35% 2.19% 8.50% 0.35%
Class IIA-B5 8.15%-LIBOR 6.31% 8.15% 0.00%
Class IIA-C1 LIBOR + 0.65% 2.49% 8.50% 0.65%
Class IIA-C2 7.85%-LIBOR 6.01% 7.85% 0.00%
--------------------------------------------------------------------------------------
(3) N/A mean Not Applicable.
(e) REMIC II-2 Certificates. REMIC II-2 shall issue the following
Classes of Certificates set forth below, with the designations, initial
Certificate Balances and Certificate Rates indicated, each of which shall
be a Class of REMIC II-2 Certificates.
Class Initial Certificate Balance Certificate Rate Corresponding Classes
---------------------------------------------------------------------------------------------------------
IIA-A $48,607,008 6.50% IIA-A1
IIA-B1 $15,301,285 Variable (2) IIA-B1
IIA-B2 $15,301,285 (1) Variable (2) IIA-B1
IIA-B3 $25,323,667 5.50% IIA-B3
IIA-B4 $18,088,333 Variable (2) IIA-B4
IIA-B5 $18,088,333(1) Variable (2) IIA-B4
IIA-B6 $1,250,000 6.75% IIA-B6
IIA-B7 $44,145,715 6.75% IIA-B7
IIA-B8 $3,000,000 6.75% IIA-B8
IIA-C1 $46,206,213 Variable (2) IIA-C1
IIA-C2 $2,6446,213(1) Variable (2) IIA-C1
IIB-1 $2,644,000 7.00% IIB-B1
IIB-2 $2,538,000 7.00% IIB-B2
IIB-3 $1,692,000 7.00% IIB-B3
IIB-4 $635,000 7.0% IIB-B4
IIB-5 $423,000 7.0% IIB-B5
IIB-6 $1,058,052 7.0% IIB-B6
II-P Component $611,171 0.00% II-P2
II-X Component $ 126,577(1) 8.50% IIA-X
II-R2 - (3)
--------------------
(1) Notional Amount.
(2) The Annual Certificate Interest Rate for certificates with
variable rates of interests are set forth in the table below:
-------------------------------------------------------------------------------------
Class Formula Initial Maximum Minimum
Class IIA-B1 LIBOR + 0.70% 2.54% 8.50% 0.70%
Class IIA-B2 7.80%-LIBOR 5.96% 7.80% 0.00%
Class IIA-B4 LIBOR + 0.35% 2.19% 8.50% 0.35%
Class IIA-B5 8.15%-LIBOR 6.31% 8.15% 0.00%
Class IIA-C1 LIBOR + 0.65% 2.49% 8.50% 0.65%
Class IIA-C2 7.85%-LIBOR 6.01% 7.85% 0.00%
---------------------------------------------------------------------------------------
(3) The Residual Certificates will not be entitled to payments of
principal or interest.
The Class IA-P1 Interest, the Class I-P Component, the Class IIA-P1
Interest, the Class II-P Component, the Class IA-X1 Interest, the Class I-X
Component, the Class IIA-X1 Interest and the Class II-X Component shall
each be issued in book-entry format. Each of the foregoing shall be
designated as a separate Class of regular interest in the applicable REMIC.
The Trust shall issue a single Class of Certificates with the designation
"Class A-X" representing both the I-X Component and the II-X Component. The
Trust shall issue a single Class of Certificates designated "Class A-P"
representing both the Class I-P Component and the Class II-P Component.
(f) REMIC Final Scheduled Distribution. The final scheduled
distribution date for the Regular Interests in REMIC I-1 and REMIC I-2 is
the August 2016 Distribution Date. The final scheduled distribution date
for the Regular Interests in REMIC II-1 and REMIC II-2 is the December 2031
Distribution Date. The final scheduled distribution date for the Residual
Certificates is the December 2031 Distribution Date
ARTICLE III
REMITTING TO CERTIFICATEHOLDERS
Section 3.01 Distributions to Certificateholders.
(a) REMIC I-1 Distributions. In accordance with Section
3.01(b)(iii) of the Standard Terms and subject to the exceptions set forth
below and to Section 3.02(a) and (b), on each Distribution Date, the
Trustee shall withdraw the aggregate Available Distribution Amount for
REMIC I-1, which shall be the Available Distribution Amount for Group I,
from the REMIC I-1 Distribution Account, and shall distribute it in the
following manner and order of priority to the REMIC II-1 Distribution
Account (except that payments on the Class I-R1 Certificates will be made
to the holder thereof):
(1) to the IA-X1 Class IA-A1, Class IA-B1 and Class IA-C1, Accrued
Certificate Interest thereon, pro rata in proportion to the amount owing to
each such Class;
(2) to the IA-P1, Class IA-A1, Class IA-B1 and IA-C1 Interests, in
each case from the portion of the Available Distribution Amount allocable
thereto, minus, in each case, the portion thereof paid pursuant to clause
(1) above, the Senior Principal Distribution Amount for Subgroup I-P,
Subgroup I-A, Subgroup I-B and Subgroup I-C, respectively, for such
Distribution Date, and the portion, if any, of such Senior Principal
Distribution Amount remaining unpaid from prior Distribution Dates, until
the Certificate Balances thereof have been reduced to zero;
(3) to the Class IA-B1 Interests, from the Principal Distribution
Amount for Subgroup I-B, the amount of any unreimbursed Realized Losses
allocated to such Interests on such Distribution Date and prior
Distribution Dates; and
(4) concurrently, to the Class IA-P1, Class IA-A1, and Class IA-C
Interests, from amounts otherwise available to pay the Subordinate
Distribution Amounts, the respective Unpaid Realized Loss Amounts for such
Classes and such Distribution Date;
(5) to each of the Class IB-B1, Class IB-B2, Class IB-B3, Class
IB-B4, Class IB-B5 and Class IB-B6 Interests, in that order, the sum of (i)
Accrued Certificate Interest thereon and (ii) its pro rata share, based on
outstanding Certificate Balance, of the Subordinate Principal Distribution
Amount for such Distribution Date; provided, however, that on any
Distribution Date on which the Subordination Level for any Class of REMIC
I-1 Subordinate Certificates is less than its Subordination Level as of the
Closing Date, the portion of the Subordinate Principal Prepayment Amount
otherwise allocable to any Class of REMIC I-1 Subordinate Certificates
junior to such class will be allocated to the most senior Class of REMIC
I-1 Subordinate Certificates for which the Subordination Level on such
Distribution Date is less than the Subordination Level as of the Closing
Date, in an amount equal to the lesser of (i) the amount required to
increase the subordination level for such Class of Subordinate Certificates
to its initial subordination level and (ii) the amount of the Subordinate
Principal Prepayment Amount otherwise payable to junior Classes of REMIC
I-1 Subordinate Certificates;
(6) to reimburse any Realized Losses previously allocated to the
Subordinate Interests in REMIC I-1, in sequential order; and any remainder,
after all of the Group I Certificates have been paid in full;
(7) to the Class I-R1 Certificates, after all of the other Classes
of Certificates have been paid in full, the remainder, if any, of the
Available Distribution Amount for Group I.
(b) On each Distribution Date on or after the Credit Support
Depletion Date for Loan Group I, subject to the qualification set forth at
the end of this paragraph, distributions will be made to the Interests
relating to each Subgroup only from the Available Distribution Amount for
each Subgroup as follows; provided that for purposes of allocating interest
collections between Subgroups, interest actually collected on each Mortgage
Loan will be allocated between the Subgroup or Subgroups (and the Class
IA-X1 Interest) to which such Mortgage Loan contributes in proportion to
the dollar entitlement of each Subgroup to such interest:
(1) to pay Accrued Certificate Interest to each Class within a
Subgroup, in proportion to the amounts of Accrued Certificate Interest due
to each such Class for such Distribution Date,
(2) to pay the Principal Distribution Amount for the related
Subgroup, pro rata among Classes related to the Subgroup, until the
Certificate Balances thereof has been reduced to zero,
(3) any remainder will be crossed over to the other Subgroups, pro
rata in proportion to the Certificate Balances of the Classes of
Certificates related thereto, and treated as part of the Available
Distribution Amount for such other Subgroups,
(4) any previously incurred realized losses will be reimbursed,
and
(5) the remainder, if any, of the Available Distribution Amount
for Group I will be paid to the Class I-R1 Certificates.
Notwithstanding the foregoing, if the Credit Support Depletion Date
occurred as a result of the remaining Certificate Balance of the Class
IB-B1 Certificates being less than or equal to the outstanding Unpaid
Realized Loss Amounts required to be made, the amount otherwise available
to make payments to the Class IB-B1, Class IB-B2, Class IB-B3, Class IB-B4,
Class IB-B5 and IB-B6 Interests will be crossed over to pay such Unpaid
Realized Loss Amounts, pro rata based on the respective amounts owed.
(c) REMIC I-2 Distributions. In accordance with Section
3.01(b)(iii) of the Standard Terms, on each Distribution Date, after all
REMIC Interest allocations have been made as described in Section 3.01(a)
above and Section 3.02(a) and (b)]below, the Trustee shall withdraw all
amounts allocated to the various REMIC I-1 Regular Interests and deposited
into the REMIC II-1 Distribution Account and shall allocate and distribute
to the holders of each Class of REMIC I-2 Certificates the amount
distributed to the Corresponding Class pursuant to section 3.01(a) and
3.01(b) above, except that any amount remaining after making payments
pursuant to clause (6) above shall be distributed to the holder of the
Class I-R2 Certificates.
(d) REMIC II-1 Distributions. In accordance with Section
3.01(b)(iii) of the Standard Terms and subject to the exceptions set forth
below and to Section 3.02(a) and (b), on each Distribution Date, the
Trustee shall withdraw the aggregate Available Distribution Amount for
Group II from the REMIC II-1 Distribution Account, and shall distribute it
to the REMIC II-2 Distribution Account in the following manner, except that
amounts payable to the Class II-R1 Certificates shall be paid to the holder
thereof:
(1) to the Class IIA-A1 Interest, Class IIA-C1 Interest, the Class
IIA-X1 Interest and each Class of Class IIA-B Interests, Accrued
Certificate Interest thereon, pro rata in proportion to the amount owing to
each such Class; provided that the amount allocated to the Group IIA-B8
Interests will be reallocated as follows:
(A) first, to make payments of principal to the Class IIA-B7
Interests until the Certificate Balance thereof is reduced to the
Scheduled Amount; and
(B) second, to make payments of principal to the Class
IIA-B8 Interests until the Certificate Balance thereof is reduced
to zero;
(2) concurrently, to each of the Class IIA-P1 Interest, the Class
IIA-A1 Interest, and Class IIA-C1 Interest, and to the Class IIA-B
Interests, as a group, in reduction of the Certificate Balances thereof,
the Available Distribution Amount for the applicable Subgroup (reduced by
the amount distributed therefrom pursuant to clause (1) on such
Distribution Date, in each case until the Certificate Balance thereof (or
aggregate Certificate Balance in the case of the Class IIA-B Certificates)
has been reduced to zero; provided that the aggregate amount distributable
to the Class IIA-B Certificates pursuant to this clause (2) shall be
allocated among the Class IIA-B Certificates as follows;
(A) 14.2857136% of the Principal Distribution Amount for
Subgroup I-B shall be paid to the Class IIA-B1 Interests until the
Certificate Balance thereof is reduced to zero;
(B) 85.7142864% of such aggregate amount shall be paid in
the following order of priority:
first, to the Class IIA-B3 and Class IIA-B4
Interests, pro rata in proportion to their Certificate
Balances, until each such Certificate Balance has been
reduced to its Scheduled Amount for such Distribution Date;
second, to the Class IIA-B6 Interests, until the
Certificate Balance thereof has been reduced to its
Scheduled Amount for such Distribution Date;
third, to the Class IIA-B7 Interests, until the
Certificate Balance thereof has been reduced to its
Scheduled Amount for such Distribution Date;
fourth, to the Class IIA-B8 Interests, until the
Certificate Balance thereof has been reduced to zero;
fifth, to the Class IIA-B7 Interests, until the
Certificate Balance is thereof reduced to zero;
sixth, to the Class IIA-B3 and Class IIA-B4
Interests, pro rata until the Certificate Balances thereof
have been reduced to zero;
seventh, to the Class IIA-B6 Interests, until the
Certificate Balance thereof is reduced to zero;
(3) pro rata (based on the amount owing thereto) to the Class
IIA-B Interests, from the Principal Distribution Amount for Subgroup II-B,
the amount of any unreimbursed Realized Losses allocated to such Interests
on such Distribution Date and prior Distribution Dates; and
(4) concurrently, to the Class IIA-P1, Class IIA-A1, and Class
IIA-C1 Interests, from amounts otherwise available to pay the Subordinate
Distribution Amount, the respective Unpaid Realized Loss Amounts for such
Classes and such Distribution Date;
(5) to each of the Class IIB-1, Class IIB-2, Class IIB-3, Class
IIB-4, Class IIB-5 and Class IIB-6 Interests, in that order, the sum of (i)
Accrued Certificate Interest thereon and (ii) its pro rata share, based on
outstanding Certificate Balance, of the Subordinate Principal Distribution
Amount for such Distribution Date; provided, however, that on any
Distribution Date on which the Subordination Level for any class of REMIC
II-1 Subordinate Certificates is less than its Subordination Level as of
the Closing Date, the portion of the Subordinate Principal Prepayment
Amount otherwise allocable to any Class of REMIC II-1 Subordinate
Certificates junior to such class will be allocated to the most senior
Class of REMIC II-1 Subordinate Certificates for which the Subordination
Level on such Distribution Date is less than the Subordination Level as of
the Closing Date, in an amount equal to the lesser of (i) the amount
required to increase the subordination level for such Class of Subordinate
Certificates to its initial subordination level and (ii) the amount of the
Subordinate Principal Prepayment Amount otherwise payable to junior Classes
of REMIC II-1 Subordinate Certificates;
(6) to reimburse any Realized Losses previously allocated to any
Class of Subgroup II-B Certificates, and
(7) to the Class II-R1 Certificates, after all of the other
Classes of REMIC II-1 Certificates have been paid in full, the remainder,
if any.
(e) REMIC II-2. Distributions made from REMIC II-1 will be applied
to make payments on the Certificates as follows:
(1) Subject to Section 3.01(f), each Class of REMIC II-2
Certificates, (other than Class II-R2) will be entitled to receive the
amount distributed to the Corresponding Class of REMIC II-1 pursuant to
subparagraph (d), except that:
(2) On each Distribution Date on or after the Credit Support
Depletion Date for REMIC II-1, subject to the qualification set forth at
the end of this paragraph, distributions will be made to the Certificates
relating to each Subgroup only from the Available Distribution Amount for
each Subgroup. For purposes of allocating interest collections between
Subgroups, interest actually collected on each Mortgage Loan will be
allocated between the Subgroup or Subgroups (and the Class IIA-X1 Interest)
to which such Mortgage Loan contributes in proportion to the dollar
entitlement of each Subgroup to such interest.
(3) to pay Accrued Certificate Interest to each Class within a
Subgroup, in proportion to the amounts of Accrued Certificate Interest due
to each for such Distribution Date,
(4) to pay the Principal Distribution Amount for the related
Subgroup pro rata among classes within the Subgroup, until the Certificate
Balance thereof has been reduced to zero,
(5) any remainder will be crossed over to the other Subgroups, pro
rata in proportion to the Certificate Balances of the Classes of
Certificates related thereto, and treated as part of the Available
Distribution Amount for such other Subgroups,
(6) any previously incurred realized losses will be reimbursed,
and
(7) the remainder, if any, of the Available Distribution Amount
for Group I will be paid to the Class I-R1 Certificates.
Notwithstanding the foregoing, if the Credit Support Depletion Date
occurred as a result of the remaining Certificate Balance of the REMIC II-1
Subordinate Interests being less than or equal to the outstanding Unpaid
Realized Loss Amounts required to be made, the amount otherwise available
to make payments to the REMIC II-1 Subordinate Interests will be crossed
over to pay such Unpaid Realized Loss Amounts, pro rata in proportion to
the amounts owed.
(f) REMIC II-2. Distributions made from REMIC II-I will be applied
to make payments on the REMIC II-2 Certificates as follows:
(1) Accrued Certificate Interest on the Class IIA-B1 and Class
IIA-B2 Certificates (including amounts remaining unpaid from prior
Distribution Dates) shall be distributed from amounts paid by REMIC II-1 on
the Class IIA-B1 Interest, in proportion to the Accrued Certificate
Interest owing to each for such Distribution Date;
(2) Accrued Certificate Interest on the Class IIA-B4 and Class
IIA-B5 Certificates (including amounts remaining unpaid from prior
Distribution Dates) shall be distributed from amounts paid by REMIC II-1 on
the Class IIA-B4 Interest, in proportion to the Accrued Certificate
Interest owing to each for such Distribution Date;
(3) Accrued Certificate Interest on the Class IIA-C1 and Class
IIA-C2 Certificates (including amounts remaining unpaid from prior
Distribution Dates) shall be distributed from amounts paid by REMIC II-1 on
the Class IIA-C1 Interest, in proportion to the Accrued Certificate
Interest owing to each for such Distribution Date.
Any amount remaining in REMIC II-2 after all Certificates have
been paid in full shall be distributed to the Class II-R2 Certificates.
(g) For each Class of Certificates (except for the Class A-P
Certificates), interest shall be passed through monthly on each
Distribution Date, commencing in June 2002. For each Distribution Date,
interest will accrue during the Interest Accrual Period in an amount
determined by the following formula:
(1/12th of the applicable interest rate for each
Class) x (the related Certificate Balance or Notional
Amount for each Class).
(h) Interest accrued on any Class of Certificates will be reduced
by the following amounts for the related Loan Group:
(1) the pro rata share allocated to such Class of all interest
shortfalls, resulting from (i) Payoffs of the related Mortgage Loans during
the related Prepayment Period, to the extent not covered by compensating
interest, (ii) Curtailments on the related Mortgage Loans during the
related Prepayment Period, and (iii) reductions in interest payable on the
related Mortgage Loans by operation of law (such shortfalls are allocated
among all Classes pro rata according to the amount of interest to which
such Class would otherwise be entitled); and
(2) the portion of Realized Losses attributable to interest
allocated to that Class.
(i) All distributions or allocations made with respect to each
Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates of such Class based on the Certificate
Balance (or, in the case of the Class X, Class IIA-B2, Class IIA-B5 and
Class IIA-C2 Certificates, the Notional Amount) of each such Certificate.
Payment shall be made either (1) by check mailed to the address of each
Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) with respect to the
Regular Certificates, by wire transfer of immediately available funds to
the account of a Holder at a bank or other entity having appropriate
facilities therefore, if such Holder shall have so notified the Trustee in
writing by the Record Date immediately prior to such Distribution Date and
such Holder is the registered owner of Regular Certificates with an initial
principal amount of at least $1,000,000 (or, with respect to Subordinate
Certificates, at least $250,000, and, with respect to the Class A-X, Class
IIA-B2, Class IIA-B5 and Class IIA-C2 Certificates, an initial Notional
Amount of $5,000,000). The Trustee may charge the Holder a fee for any
payment made by wire transfer. Final distribution on the Certificates will
be made only upon surrender of the Certificates at the offices of the
Certificate Registrar set forth in the notice of such final distribution.
(j) Any amounts remaining in the REMIC I-1 on any Distribution
Date after all allocations and distributions required to be made by this
Trust Agreement have been made, shall be paid to the Holders of Class I-R1
Certificates, any amounts remaining in REMIC I-2 after all allocations and
distributions required to be made by this Trust Agreement have been made
will be paid to the Holders of Class I-R2 Certificates, any amounts
remaining in REMIC I-2 after all allocations and distributions required to
be made by this Trust Agreement have been made, will be distributed to the
Holders of the Class II-R1 Certificates and any amounts remaining in REMIC
II-2 after all allocations and distributions required to be made by this
Trust Agreement have been made, will be distributed to the Holders of the
Class II-R2 Certificates.
Section 3.02 Allocation of Realized Losses and Shortfalls.
(a) Realized Losses of Principal.
(1) On each Distribution Date, the respective Applicable Fractions
of each Realized Loss on a Mortgage Loan, to the extent allocable to
principal, shall be allocated to the related Subgroups for further
allocation to the Class or Classes of REMIC Interests supported by such
Subgroups in reduction of the Certificate Balance thereof; provided,
however, that any Realized Loss allocated to Subgroup I-B or Subgroup II-B
shall be allocated first to the Subordinate Interests related to such
Subgroup, in reverse numerical order, until the Certificate Balance thereof
is reduced to zero, and then pro rata to the Senior Interests related to
such Subgroup. Any Realized Losses allocated to a Class of REMIC Interests
and not reimbursed on the same Distribution Date shall be allocated to the
Corresponding Class or Classes of Certificates as described below.
(2) Prior to the Credit Support Depletion Date, to the extent that
the principal portion of a Realized Loss has been allocated to reduce the
Certificate Principal Balance of a class of REMIC Interest in a Subgroup
other than Subgroup I-B or II-B, the amount of such Realized Loss will be
reimbursed from the Subordinate Principal Distribution Amount for Subgroup
I-B or Subgroup II-B, as applicable, to reimburse the Unpaid Realized Loss
Amount . The distribution of any Unpaid Realized Loss Amount to a Class of
Senior Interests on any Distribution Date shall not result in a further
reduction of the Certificate Balance of such class of Senior Interests, but
instead shall result in the reduction of the Certificate Balance of the
Subordinate Interests in REMIC I-1 or REMIC II-1, as applicable, until the
Certificate Balance thereof has been reduced to zero. The Unpaid Realized
Loss Amount will be paid from the Class of Subordinate Certificates related
to the applicable Loan Group, and from the Classes of Subordinate
Certificates, beginning with the Class having the highest numerical
designation. Any Unpaid Realized Loss Amount not paid on the Distribution
Date relating to the Due Period in which the Realized Loss was incurred
will be carried forward, with interest at the applicable Certificate Rate,
and will be included in the Unpaid Realized Loss Amount for the next
Distribution Date. To the extent that a Realized Loss of interest is
allocable to a Class not in Subgroup I-B or Subgroup II-B, such loss will
be allocated directly to reduce the Certificate Balance of the Subordinate
Certificates in the related REMIC, in reverse numerical order.
(3) Any Realized Losses allocated to a Class of REMIC I-1
Interests or REMIC II-1 Interests pursuant to Section 3.02(a)(i) and not
reimbursed on the same Distribution Date shall be allocated on the same
date to the Corresponding Class or Classes of REMIC I-2 or REMIC II-2
Certificates; provided, however, that any Realized Losses allocable to the
Class IIA-B Certificates shall be allocated pro rata to such Classes of
Certificates, on the basis of the Certificate Balances thereof.
(b) Realized Losses Allocable to Interest the interest portion of
each Realized Loss on a Mortgage Loan that exceeds the outstanding
principal amount of such Mortgage Loan
(i) On each Distribution Date, the portion of each Realized Loss
on a Mortgage Loan that exceeds the outstanding principal amount of such
Mortgage Loan shall be allocated pro rata to the related Subgroup or
Subgroups, on the basis of the amount of interest due to such Subgroup from
such Mortgage Loan. On each Distribution Date, the interest portion of each
Realized Loss allocated to a Subgroup in accordance with the preceding
sentence shall be further allocated pro rata, on the basis of Accrued
Certificate Interest, to each Class of related REMIC Interests; provided
that the interest portion of any Realized Losses allocated to the
Subordinate Interests in a REMIC as provided in this Section 3.02(b)(i)
shall be allocated to such Interests in reverse order of seniority.
(c) Interest Shortfall. Notwithstanding anything in the Standard
Terms to the contrary, on each Distribution Date, before any distributions
are made on the Certificates, Interest Shortfall not covered by
compensating interest, and Soldiers' and Sailors' Shortfall with respect to
any Mortgage Loan shall be treated as a Realized Loss.
(d) Modification Losses. In the event that the Note Rate on a
Mortgage Loan is reduced as a result of a modification of the terms of such
Mortgage Loan, such modification shall be disregarded for purposes of
calculating the Certificate Rate on any Class of Certificates or Class of
REMIC Interest. Any shortfall resulting from any such modifications,
however, shall be treated as a Realized Loss occurring on each Distribution
Date and shall be applied to reduce the Certificate Balances of the
Certificates and REMIC Interests in the manner and order of priority set
forth above.
ARTICLE IV
THE SECURITIES
Section 4.01 The Certificates.
The Certificates will be designated generally as the Mortgage
Pass-Through Certificates, Series 2002-3F. The aggregate principal amount
of Certificates or Interests, as applicable, that may be executed and
delivered under this Trust Agreement is limited to $308,526,654, except for
Certificates executed and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Certificates pursuant to Sections 5.03
or 5.05 of the Standard Terms. On the Closing Date, the Trustee shall
execute, and the Certificate Registrar shall authenticate and deliver
Mortgage Pass-Through Certificates in the names and amounts and to the
Persons as directed by the Depositor. The tables in Section 2.03(b) and (d)
set forth the Classes of Certificates and the initial Certificate Balance
and Final Distribution Date for each Class of the Certificates.
Section 4.02 Denominations.
Each of the Class A and Senior Subordinate Certificates shall be
issued in fully-registered, book-entry form and shall be Book-Entry
Certificates. Each of the Residual Certificates and Class IB-4, Class IB-5,
Class IB-6, Class IIB-4, Class IIB-5 and Class IIB-6 Certificates shall be
issued in fully-registered, certificated form. The Class A Certificates
(other than the Class A-P, Class A-X, Class IIA-B2, Class IIA-B5 and Class
IIA-C2 Certificates) are offered in minimum denominations of $25,000
initial Certificate Balance each and multiples of $1 in excess of $25,000.
The Subordinate Certificates are offered in minimum denominations of the
lesser of (i) $250,000 initial Certificate Balance each and multiples of $1
in excess of $250,000 and (ii) the initial class Certificate Balance. The
Class A-P Certificates and Class A-X Certificates are each offered in the
form of a single Certificate representing the entire Certificate Balance.
The Class IIA-B2, IIA-B5 and Class IIA-C2 Certificates will be offered in
minimum denominations of $1,000,000 in initial Notional Amount and
multiples of $1 in excess thereof. In addition, one Certificate of each
Class (other than the Residual Certificates) may be issued evidencing the
sum of an authorized denomination thereof and the remainder of the initial
Certificate Balance (or, in the case of the Class A-X, Class IIA-B2, Class
IIA-B5 and Class IIA-C2 Certificates, the Notional Amount) of such Class.
The residual Certificates will each be issued in percentage interests of
99.99% and 0.01%.
Section 4.03 Redemption of Certificates.
There shall be no right to redemption pursuant to Section 9.01 of
the Standard Terms. On or after the date on which the aggregate Scheduled
Principal Balance of the Mortgage Loans in any Loan Group is less than or
equal to 10% of the aggregate Scheduled Principal Balance of such Mortgage
Loans as of the Cut-Off Date, the Servicers (and if not exercised by the
Servicers within a period of five Business Days from the first date on
which such condition is satisfied, the Depositor) shall have the right to
purchase (or cause to be purchased) the remaining Mortgage Loans in such
Loan Group and any other assets in the related REMIC and cause the
retirement of the Certificates issued by such REMIC. Moreover,
notwithstanding anything to the contrary in Section 9.02 of the Standard
Terms, the obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Account, the REMIC I-2 Distribution Account and the REMIC II-2 Distribution
Account required to be paid to the Certificateholders pursuant to the Trust
Agreement, following the earlier of: (i) the final payment or other
liquidation (or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust or the disposition of all property acquired upon
foreclosure of any such Mortgage Loan and (ii) the repurchase of all of the
assets of the Trust by the Depositor (or its designee) as provided above.
Written notice of termination shall be given to each Certificateholder, and
the final distribution shall be made only upon surrender and cancellation
of the Certificates at an office or agency appointed by the Trustee which
will be specified in the notice of termination. Any repurchase of the
assets of the Trust by the Depositor (or its designee) pursuant to this
Section 4.03 shall be made at a price equal to the Termination Price.
Section 4.04 Securities Laws Restrictions.
Each of the Junior Subordinate Certificates is a Private
Certificate subject to the restrictions on transfer contained in Section
5.05(a) of the Standard Terms. Furthermore, each of the Private
Certificates is a Rule 144A Certificate. The Class I-R1, Class I-R2, Class
II-R1 and Class II-R2 Certificates are Residual Certificates subject to
Section 5.05(c) of the Standard Terms.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Request for Opinions.
(a) The Depositor hereby requests and authorizes Skadden, Arps,
Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, as its counsel in this transaction, to issue on
behalf of the Depositor such legal opinions to the Trustee and the Rating
Agency as may be (i) required by any and all documents, certificates or
agreements executed in connection with the Trust, or (ii) requested by the
Trustee, the Rating Agency or their respective counsels.
(b) The Trustee hereby requests and authorizes its counsel to
issue on behalf of the Trustee such legal opinions to the Depositor, GSMC
and ▇▇▇▇▇▇▇, Sachs & Co. as may be required by any and all documents,
certificates or agreements executed in connection with the establishment of
the Trust and the issuance of the Certificates.
Section 5.02 Schedules and Exhibits.
Each of the Schedules and Exhibits attached hereto or referenced
herein are incorporated herein by reference as contemplated by the Standard
Terms. Each Class of Certificates shall be in substantially the form
attached hereto, as set forth in the Exhibit index.
Section 5.03 Governing Law.
This Trust Agreement shall be governed by, and its provisions
construed in accordance with, the laws of the State of New York.
Section 5.04 Counterparts.
This Trust Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original
but all of such counterparts shall together constitute but one and the same
instrument.
Section 5.05 Notices.
The address of the rating agency required to be stated herein
pursuant to Section 11.08(d) of the Standard Terms is Fitch Ratings, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇'▇ Investor Service,
Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
[Signature page follows]
IN WITNESS WHEREOF, the Depositor and the Trustee have
caused this Trust Agreement to be duly executed by their respective
officers thereunto duly authorized and their respective signatures duly
attested all as of the 1st day of May 2002.
GS MORTGAGE SECURITIES CORP.,
as Depositor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
JPMORGAN CHASE BANK,
not in its individual capacity, but solely in
its capacity as Trustee under this Trust
Agreement
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Trust Officer
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me in
the County of New York, this 29th day of May 2002, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
Chief Executive Officer for GS Mortgage Securities Corp., a Delaware
corporation, on behalf of the corporation.
/s/ Onyx S. Wellington
---------------------------------------------
Notary Public
My Commission expires: April 10, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me in
the County of New York, this 29th day of May 2002, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trust
Officer of JPMorgan Chase Bank, a New York banking corporation, on behalf
of the company.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Notary Public
My Commission expires: October 2, 2002
SCHEDULE I
GROUP I MORTGAGE LOANS
(See Attached)
Account Principal Maturity Orig Property
Group Servicer Number Balance Rate Date Date PI Occupancy Type
-----------------------------------------------------------------------------------------------------------------------------------
15 YR DEAL COUNTRYWIDE 1059971 207,716.00 8 8/1/12 7/14/97 2,628.05 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1248776 200,468.86 6.75 5/1/08 3/30/98 3,398.80 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1252500 525,667.66 7.25 4/1/13 3/13/98 5,819.51 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1253324 825,817.27 7 5/1/13 4/10/98 8,988.29 Non-Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 1655394 485,527.77 6.875 4/1/13 3/27/98 5,280.00 Second Home Single Family
15 YR DEAL COUNTRYWIDE 1656138 486,556.09 7.5 4/1/13 3/25/98 5,450.84 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1656425 312,291.87 6.75 5/1/13 4/17/98 3,358.24 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1656539 337,381.76 6.5 5/1/13 4/13/98 3,919.99 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1657555 344,471.12 6.875 4/1/13 3/19/98 3,745.79 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1658088 256,545.28 6.75 5/1/13 4/14/98 2,875.96 Non-Owner Occupied Condo
15 YR DEAL COUNTRYWIDE 1658287 318,902.10 6.75 5/1/13 4/16/98 3,760.87 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1661571 262,859.75 6.625 5/1/13 4/1/98 2,809.58 Non-Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1662585 520,404.86 7 5/1/13 4/23/98 6,174.96 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1665043 494,618.83 6.875 5/1/13 4/30/98 5,351.13 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1665178 292,734.93 6.875 5/1/13 4/9/98 3,210.68 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1666354 604,235.15 7 5/1/13 4/6/98 7,640.05 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 1666504 291,139.23 6.75 6/1/13 5/1/98 3,114.89 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 2235639 218,998.46 7.375 5/1/13 4/21/98 2,575.79 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 2235904 277,571.28 6.875 5/1/13 4/15/98 4,905.20 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 2236189 290,544.61 7.375 5/1/13 4/21/98 3,219.74 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 2236213 407,786.99 6.875 5/1/08 4/24/98 6,927.92 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 2238565 332,057.66 6.875 6/1/13 5/12/98 4,280.91 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 2399631 449,399.52 7.5 10/1/12 9/9/97 5,191.27 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 2400742 280,689.09 7.625 10/1/12 9/3/97 3,362.87 Second Home Condo
15 YR DEAL COUNTRYWIDE 2401450 400,092.47 7.5 10/1/12 9/11/97 4,894.63 Second Home Single Family
15 YR DEAL COUNTRYWIDE 2405450 404,141.62 7.625 11/1/12 10/1/97 4,670.65 Non-Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 2596134 395,958.71 6 12/1/12 11/3/97 4,219.29 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 2612809 170,778.74 7.25 6/1/11 5/13/96 2,738.59 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 2737211 418,585.71 6.875 11/1/12 10/8/97 4,673.32 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 2739502 323,238.53 7.25 12/1/12 11/7/97 3,927.14 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 2743683 83,977.30 7.375 11/1/12 10/28/97 959.49 Non-Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 2744819 678,957.36 7.625 11/1/12 10/27/97 7,846.70 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 2775284 536,065.34 7.75 6/1/11 5/24/96 6,871.32 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 2782781 9,650.77 8 6/1/11 5/30/96 298.17 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 2829351 29,418.48 5.5 6/1/08 5/16/96 475.09 Non-Owner Occupied Single Family
15 YR DEAL ▇▇▇▇▇ FARGO 3703313 47,308.12 9.625 11/1/15 11/1/00 539.57 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4008702 291,851.98 7 7/1/13 9/2/97 3,145.90 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4019271 270,622.43 6.875 7/1/13 6/4/98 2,898.53 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4037025 300,814.83 7.5 6/1/13 5/22/98 3,337.25 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4056353 57,533.83 7 7/1/13 6/9/98 621.54 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4074288 500,452.32 7 7/1/13 6/16/98 5,392.97 Missing Single Family
15 YR DEAL COUNTRYWIDE 4075116 253,925.96 6.625 11/1/13 10/28/98 2,633.99 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 4082541 393,512.98 6.875 7/1/13 6/11/98 4,280.91 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4098872 287,485.51 6.875 12/1/13 10/28/98 3,005.55 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4119598 257,650.89 6.875 7/1/13 6/25/98 2,845.02 Missing Single Family
15 YR DEAL COUNTRYWIDE 4138326 616,618.65 6.875 7/1/13 6/24/98 6,688.91 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4177277 214,606.61 8.25 6/1/11 5/31/96 4,147.35 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4197280 330,567.64 7.125 8/1/13 7/1/98 3,568.98 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4211926 541,244.73 6.875 7/1/13 6/25/98 5,797.06 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4220549 306,181.94 6.625 12/1/13 11/4/98 3,160.78 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4234842 238,715.58 7 7/1/13 6/30/98 2,572.45 Missing PUD
15 YR DEAL COUNTRYWIDE 4239726 183,431.09 6.625 12/1/13 10/29/98 4,460.21 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4254171 264,055.78 6.75 12/1/13 11/5/98 2,743.22 Owner Occupied Condo
15 YR DEAL ▇▇▇▇▇ FARGO 4255006 139,192.15 6.25 11/1/08 11/1/01 862.00 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4284781 248,308.49 6.875 8/1/13 7/20/98 2,675.57 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4290923 506,486.25 6.875 8/1/13 7/20/98 5,484.91 Missing Single Family
15 YR DEAL COUNTRYWIDE 4309114 323,942.47 7.125 8/1/13 7/10/98 3,495.15 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4309167 242,827.23 6.75 6/1/06 12/4/93 5,683.80 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4309177 363,027.54 6.5 8/1/13 7/10/98 3,798.03 Second Home Condo
15 YR DEAL COUNTRYWIDE 4346094 459,428.80 7.375 8/1/13 7/21/98 5,197.57 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4354811 236,212.59 6.875 8/1/13 7/15/98 2,575.68 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4355407 357,386.26 6.875 9/1/13 8/5/98 3,790.39 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4365218 268,475.64 6.75 9/1/13 7/30/98 2,831.72 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4448412 290,431.48 7 8/1/13 7/30/98 3,114.44 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4448985 490,600.65 6.75 9/1/13 8/11/98 5,265.22 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4461445 535,018.84 6.5 1/1/14 12/4/98 5,461.85 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4479285 23,200.97 8 8/1/11 7/18/96 362.20 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4483829 315,782.08 7 1/1/14 12/8/98 3,307.69 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4493091 299,113.17 6.875 1/1/14 4/24/98 3,121.50 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4503000 282,663.15 6.75 1/1/14 12/9/98 2,922.86 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4511014 250,152.23 7 12/1/13 11/24/98 2,631.77 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4539844 464,322.27 6.75 1/1/14 12/11/98 4,867.01 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4540371 233,688.23 6.75 1/1/14 12/11/98 2,442.36 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4550480 284,542.02 6.875 1/1/14 11/25/98 2,960.96 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 4551763 645,198.28 6.625 1/1/14 12/2/98 6,628.86 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4578981 236,209.26 7.125 9/1/13 8/26/98 2,536.33 Missing Single Family
15 YR DEAL COUNTRYWIDE 4624462 475,983.54 6.875 1/1/14 12/23/98 4,967.63 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4630170 645,799.60 6.875 2/1/14 1/4/99 6,688.91 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4639636 679,434.54 7 1/1/14 11/25/98 7,118.72 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4639690 415,475.78 6.875 1/1/14 11/27/98 4,994.39 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4643254 411,171.36 6.5 1/1/14 12/11/98 4,442.65 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4643453 369,172.93 6.625 1/1/14 12/9/98 3,792.94 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4658394 426,949.19 6.625 10/1/13 8/31/98 6,145.96 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 4668850 294,835.80 6.875 1/1/14 12/9/98 3,067.98 Owner Occupied Condo
15 YR DEAL COUNTRYWIDE 4680614 508,578.11 7.125 10/1/13 9/16/98 5,434.99 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4700771 268,693.45 6.875 10/1/13 9/1/98 3,148.25 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4711749 306,111.06 6.5 2/1/14 1/25/99 3,112.04 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4729717 250,587.89 6 10/1/13 9/17/98 2,531.58 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4738194 1,212,255.83 7.375 2/1/14 1/4/99 12,878.93 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4750904 602,746.01 6.875 2/1/14 1/8/99 6,242.99 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4751755 294,809.52 6.625 10/1/13 3/25/98 3,072.98 Missing Single Family
15 YR DEAL COUNTRYWIDE 4760046 237,146.25 7.125 10/1/13 9/11/98 2,536.33 Missing Single Family
15 YR DEAL COUNTRYWIDE 4764516 22,813.28 7.375 10/1/13 9/21/98 305.42 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4785709 936,692.00 7.5 10/1/13 9/11/98 10,197.14 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4787686 942,572.53 6.5 2/1/14 1/20/99 9,582.19 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4792450 859,648.78 6.75 2/1/14 1/27/99 8,849.10 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4838966 575,492.21 7 10/1/13 9/23/98 6,112.04 Second Home Single Family
15 YR DEAL COUNTRYWIDE 4859406 248,282.60 6.75 10/1/13 9/23/98 2,654.73 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4870353 487,487.49 6.875 11/1/13 10/2/98 5,128.17 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4872619 270,395.62 6.875 10/1/13 9/25/98 2,853.94 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4910549 574,897.51 6.25 6/1/13 4/29/98 6,001.97 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4919314 205,000.00 7.25 6/1/13 5/8/98 3,496.27 Owner Occupied Condo
15 YR DEAL COUNTRYWIDE 4919352 598,596.46 7.125 6/1/13 5/13/98 6,521.99 Missing Single Family
15 YR DEAL COUNTRYWIDE 4919717 268,807.69 6.75 6/1/13 5/18/98 2,875.96 Missing Single Family
15 YR DEAL COUNTRYWIDE 4922368 278,882.69 6.5 11/1/13 10/13/98 2,874.66 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4923019 661,997.21 7.25 11/1/13 10/2/98 7,394.19 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4924197 386,738.34 6.875 11/1/13 10/14/98 4,062.40 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4941162 357,685.00 7.125 11/1/13 10/21/98 3,804.50 Second Home Single Family
15 YR DEAL COUNTRYWIDE 4944477 285,016.59 6.875 6/1/13 5/12/98 3,067.98 Missing Single Family
15 YR DEAL COUNTRYWIDE 4945224 246,920.74 6.5 6/1/13 5/14/98 2,613.33 Second Home Single Family
15 YR DEAL COUNTRYWIDE 4951682 286,297.17 7.25 6/1/13 5/13/98 3,140.25 Owner Occupied Condo
15 YR DEAL COUNTRYWIDE 4951928 267,136.89 7.125 6/1/13 5/18/98 6,793.74 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4962068 1,038,579.96 7.375 6/1/13 5/20/98 11,453.05 Missing Single Family
15 YR DEAL COUNTRYWIDE 4964942 454,385.82 6.75 11/1/13 10/22/98 4,743.12 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4967685 71,451.74 6.5 7/1/13 6/3/98 751.34 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4967808 231,989.90 6.875 6/1/13 5/26/98 2,497.20 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 4975291 230,679.19 6.75 6/1/13 5/21/98 2,477.75 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5022146 608,196.46 7.5 12/1/12 10/28/97 6,952.60 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5026511 250,864.39 7.5 1/1/13 12/10/97 2,855.20 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 5028130 310,216.81 7 12/1/12 11/18/97 3,464.97 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5028923 356,376.52 7.125 12/1/12 11/25/97 4,003.78 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5380478 343,806.89 6.75 2/1/13 1/2/98 3,849.36 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5383835 261,942.75 6.75 2/1/13 1/21/98 3,451.15 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5384918 367,177.12 6.875 3/1/13 1/28/98 4,013.35 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5386652 250,195.19 6.5 2/1/13 1/22/98 2,700.44 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5386862 248,233.96 7.5 2/1/13 1/14/98 2,808.85 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5495593 409,303.58 7.125 9/1/03 7/17/95 2,964.37 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5748019 273,752.40 6.875 3/1/13 2/27/98 3,148.25 Second Home Single Family
15 YR DEAL COUNTRYWIDE 5749658 606,630.96 7 4/1/13 2/26/98 6,640.10 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5749734 588,564.55 7 3/1/13 2/18/98 6,471.57 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 5751010 525,313.90 6.75 3/1/13 2/19/98 5,707.67 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5752221 238,415.05 7 3/1/13 2/23/98 2,624.58 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5753278 404,042.85 7.25 4/1/13 3/6/98 4,473.03 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5753307 248,738.03 6.75 4/1/13 3/5/98 3,008.70 Owner Occupied Single Family
15 YR DEAL ▇▇▇▇▇ FARGO 5823446 49,159.78 13.63 10/1/15 10/1/00 666.39 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5903037 249,000.82 7.25 11/1/11 11/9/95 3,028.43 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5914080 182,031.28 7.25 11/1/11 11/28/95 3,742.74 Owner Occupied PUD
15 YR DEAL ▇▇▇▇▇ FARGO 5918995 129,206.03 6.875 4/1/16 4/1/01 1,204.01 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5954037 274,756.32 6.875 4/1/13 3/17/98 2,987.72 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 5955282 287,576.28 7 4/1/13 3/17/98 3,145.90 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6198988 351,284.49 6.75 4/1/14 3/22/99 3,582.12 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6199107 261,177.82 6.625 5/1/14 4/22/99 2,633.99 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6199726 477,216.00 7 5/1/14 4/1/99 4,907.61 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6199923 465,162.57 6.5 3/1/14 2/9/99 4,703.98 Second Home PUD
15 YR DEAL COUNTRYWIDE 6200019 456,208.51 6.875 4/1/14 2/25/99 4,682.24 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6200035 370,983.70 6.75 4/1/14 3/25/99 3,782.99 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6200361 366,612.35 6.875 5/1/14 4/2/99 3,745.79 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6200740 311,838.91 7 3/1/14 2/11/99 3,235.79 Second Home PUD
15 YR DEAL COUNTRYWIDE 6201361 796,200.52 6.5 4/1/14 3/9/99 8,014.19 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6201481 132,223.39 6 3/1/14 2/8/99 1,444.27 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6202188 523,046.18 6.75 5/1/14 4/5/99 5,309.46 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6202240 518,295.05 7 5/1/14 4/12/99 5,330.06 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6204151 782,640.02 7 4/1/14 3/5/99 8,089.46 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6204226 488,792.46 6.875 4/1/14 3/19/99 5,886.24 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6204684 249,925.85 6.75 4/1/14 3/12/99 2,548.54 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6205332 244,260.58 6.875 5/1/14 4/5/99 2,497.20 Non-Owner Occupied Condo
15 YR DEAL COUNTRYWIDE 6205444 435,871.77 6.75 5/1/14 4/29/99 4,424.55 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6205486 175,299.29 7.5 3/1/09 2/11/99 4,190.18 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6205696 267,273.62 6.5 4/1/14 3/26/99 3,205.68 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 6205746 315,184.22 7 5/1/15 3/18/99 3,163.88 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6205822 396,503.77 7.25 10/1/14 9/8/98 4,043.71 Second Home Single Family
15 YR DEAL COUNTRYWIDE 6205824 728,684.88 6.875 3/1/15 12/3/98 7,134.84 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 6205831 264,520.19 7 7/1/14 4/10/98 2,696.49 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6205834 368,573.46 7.75 10/1/14 6/29/98 3,859.24 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6205861 525,639.45 6.75 2/1/15 10/16/98 5,132.48 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6205939 291,208.05 7 3/1/14 4/1/00 3,062.63 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6205963 756,031.12 7 6/1/14 5/30/99 8,089.46 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6206004 237,527.05 6.875 6/1/14 7/9/98 2,675.57 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6206032 694,541.15 6.5 6/1/14 1/14/99 6,927.05 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6206136 345,419.17 5.875 5/1/14 4/28/99 3,348.48 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6206215 434,386.72 6.625 10/1/14 2/10/99 4,284.61 Second Home Single Family
15 YR DEAL COUNTRYWIDE 6206244 1,382,745.74 6.875 6/1/15 2/12/99 13,377.82 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6206284 485,196.27 6.5 12/1/14 11/26/99 4,712.70 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6206302 341,984.43 7.5 5/1/10 4/28/99 4,748.08 Second Home Single Family
15 YR DEAL COUNTRYWIDE 6206478 367,277.28 6.875 5/1/15 10/15/98 3,567.42 Missing PUD
15 YR DEAL COUNTRYWIDE 6206481 406,545.55 6.875 1/1/15 1/1/00 4,013.35 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6206554 554,141.97 6.625 5/1/14 5/1/99 6,497.16 Second Home Single Family
15 YR DEAL COUNTRYWIDE 6206650 239,059.17 6.375 10/1/14 1/19/99 2,385.34 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6207595 504,273.23 6.5 5/1/14 4/15/99 5,052.43 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6208191 40,583.45 7.5 6/1/14 5/27/99 426.43 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6208366 565,406.67 6.75 8/1/14 7/21/99 5,663.43 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6209031 72,145.40 6.875 6/1/14 5/6/99 753.18 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6209287 335,368.85 6.875 6/1/14 4/28/99 3,411.35 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6209337 948,457.05 6.75 5/1/14 4/16/99 9,627.82 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6209587 390,047.06 6.625 6/1/14 5/20/99 3,915.86 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6210153 262,206.55 7 5/1/14 4/2/99 2,696.49 Owner Occupied Condo
15 YR DEAL COUNTRYWIDE 6210624 611,020.29 6.875 5/1/14 4/27/99 6,242.99 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6210685 333,598.03 7 6/1/14 5/14/99 3,415.55 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6210862 283,259.09 6.875 6/1/14 5/13/99 3,246.35 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6210985 333,948.98 7 6/1/14 5/6/99 3,419.15 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6211084 526,733.88 7 6/1/14 5/14/99 5,392.97 Second Home Single Family
15 YR DEAL COUNTRYWIDE 6211173 458,543.79 6.5 6/1/14 4/27/99 4,573.32 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6211174 365,163.25 6.5 5/1/14 4/27/99 3,658.66 Second Home Condo
15 YR DEAL COUNTRYWIDE 6211683 881,710.66 7.625 6/1/14 5/7/99 9,341.30 Second Home Single Family
15 YR DEAL COUNTRYWIDE 6211728 368,713.72 7 6/1/14 5/26/99 3,775.08 Second Home Single Family
15 YR DEAL COUNTRYWIDE 6211882 274,132.08 6.625 5/1/14 4/19/99 2,950.06 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6211935 370,719.53 6.375 6/1/14 5/3/99 3,673.07 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 6212206 268,433.26 6.875 12/1/15 6/2/99 2,675.57 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6212703 190,848.89 7 3/1/15 5/11/99 7,789.25 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6213963 789,401.87 6.625 7/1/14 6/3/99 7,901.95 Second Home Single Family
15 YR DEAL COUNTRYWIDE 6214381 658,018.74 6.875 7/1/14 6/4/99 8,918.55 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6214626 521,922.10 6.875 1/1/15 6/2/99 5,395.72 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6214758 975,799.31 6.875 7/1/14 6/17/99 10,416.86 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6215523 306,498.80 6.875 7/1/14 6/24/99 3,210.68 Second Home Condo
15 YR DEAL COUNTRYWIDE 6215808 437,833.51 6.75 6/1/14 5/26/99 4,424.55 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6215878 577,020.21 7.25 5/1/16 11/15/99 5,477.18 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 6216231 35,133.47 7.25 8/1/14 7/26/99 361.50 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6216703 19,397.89 6.875 7/1/14 6/8/99 199.78 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6217708 306,089.78 6.75 7/1/14 6/18/99 3,079.49 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6218202 275,101.00 7 7/1/14 6/18/99 2,804.35 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6219132 54,671.66 7.375 9/1/14 8/2/99 563.92 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6219144 59,381.92 8.125 9/1/14 8/23/99 641.28 Owner Occupied 2-4 Family
15 YR DEAL COUNTRYWIDE 6219463 268,084.93 7.125 8/1/14 7/13/99 2,808.08 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6222117 491,225.87 8 8/1/14 7/20/99 5,256.09 Second Home Single Family
15 YR DEAL COUNTRYWIDE 6225183 986,581.22 7 11/1/14 10/1/99 9,887.12 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6228888 40,173.65 8 12/1/14 11/12/99 422.88 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6229935 258,235.74 7.875 12/1/14 11/3/99 2,703.09 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6232576 349,634.21 7.875 1/1/15 11/30/99 3,642.05 Owner Occupied Condo
15 YR DEAL COUNTRYWIDE 6233184 363,645.67 7.75 1/1/15 12/10/99 3,765.11 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6237765 1,016,339.13 8.375 4/1/15 3/2/00 10,751.69 Second Home PUD
15 YR DEAL COUNTRYWIDE 6243682 196,112.80 8.375 5/1/15 4/3/00 2,067.26 Owner Occupied Condo
15 YR DEAL COUNTRYWIDE 6246642 395,711.58 7.875 7/1/15 6/7/00 4,030.92 Second Home Single Family
15 YR DEAL COUNTRYWIDE 6248119 364,116.35 7.375 4/1/16 6/28/00 3,495.71 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6260634 283,802.59 7.5 12/1/15 11/16/00 2,781.04 Owner Occupied PUD
15 YR DEAL COUNTRYWIDE 6261294 435,414.57 7.625 12/1/15 11/1/00 4,297.00 Missing Single Family
15 YR DEAL COUNTRYWIDE 6262020 51,986.08 7.625 1/1/16 12/11/00 513.78 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6262338 328,099.55 7.25 6/1/16 5/15/01 3,103.74 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6265324 573,009.59 7.375 3/1/16 2/23/01 5,519.54 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6266371 651,817.27 7.25 3/1/16 2/23/01 6,230.29 Second Home Condo
15 YR DEAL COUNTRYWIDE 6268090 473,885.75 7.625 2/1/16 1/12/01 4,670.65 Owner Occupied Condo
15 YR DEAL COUNTRYWIDE 6268890 390,844.38 7.125 4/1/16 3/26/01 3,695.80 Second Home PUD
15 YR DEAL COUNTRYWIDE 6269058 145,949.56 7 4/1/16 3/23/01 6,112.04 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6270670 414,474.50 6.875 6/1/16 5/4/01 3,834.98 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6272580 343,211.66 7.25 5/1/16 4/16/01 3,286.31 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6273411 385,557.74 6.875 6/1/16 5/14/01 3,567.42 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6273498 509,701.11 7.25 5/1/16 4/25/01 4,838.18 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6276342 1,059,040.24 6.5 6/1/16 5/17/01 9,582.19 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6276712 1,195,421.37 7.25 6/1/16 5/18/01 11,319.50 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 6277129 759,207.51 7.375 6/1/16 5/31/01 7,237.50 Second Home Condo
15 YR DEAL COUNTRYWIDE 6277569 774,355.76 7.125 7/1/16 6/5/01 7,246.65 Second Home Condo
15 YR DEAL COUNTRYWIDE 7146231 346,996.96 7.625 1/1/12 6/10/96 4,558.56 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 7152285 251,612.68 7.625 2/1/12 1/24/97 3,054.61 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 7472076 286,468.60 7.5 3/1/12 1/30/97 3,439.22 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 7760064 281,414.18 8.25 3/1/12 8/14/96 3,492.51 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 8003320 102,873.37 5.5 4/1/12 3/21/97 1,123.49 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 8507491 322,520.94 6.875 4/1/12 6/4/96 3,745.79 Owner Occupied PUD
15 YR DEAL ▇▇▇▇▇ FARGO 8591532 146,432.84 5.5 7/1/16 7/1/01 1,241.97 Owner Occupied Single Family
15 YR DEAL COUNTRYWIDE 8779764 235,785.58 7.625 6/1/12 5/16/97 2,802.39 Owner Occupied Single Family
15 YR DEAL ▇▇▇▇▇ FARGO 9011152 140,936.51 7.375 3/1/16 3/1/01 1,356.89 Owner Occupied Single Family
15 YR DEAL ▇▇▇▇▇ FARGO 9041855 52,014.94 10.5 2/1/16 2/1/01 596.92 Owner Occupied Single Family
15 YR DEAL ▇▇▇▇▇ FARGO 9210042 139,702.05 7 4/1/16 4/1/01 1,311.39 Owner Occupied Single Family
Continuation of above table
Group OLTV Documentation Address City State Zip Last Name First Name
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15 YR DEAL 110 Full Documentation ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 74.8 Full Documentation ▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 75 Full Documentation ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 53.5 Full Documentation ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 82.2 Full Documentation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 94.1 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 85 Full Documentation ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 69.8 Full Documentation ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 56.8 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 51.3 Full Documentation ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 66.9 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 46.7 Full Documentation ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 76.4 Full Documentation ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 72.7 Full Documentation ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 65.4 Full Documentation ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 100 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 70 Full Documentation ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 50.4 Full Documentation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 77.4 Full Documentation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 90 Full Documentation ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ THOTTAM ▇▇▇▇▇▇▇
15 YR DEAL 78.8 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 113.6 Full Documentation ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 59.5 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 35.7 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 65.5 Full Documentation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 90 Full Documentation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
15 YR DEAL 70 Full Documentation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 53.3 Full Documentation ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ CHURCH OF GOD APOSTOLIC
FAITH
15 YR DEAL 71.4 Full Documentation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ FALAKDIN DARIUSH
15 YR DEAL 63.3 Alternate Doc ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 50.6 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 90 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 72 Streamlined 28 AUTUMN STREET GARDINER ME 4345 ▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Missing ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 44.1 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇ ▇▇.▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 79 Missing ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 50.5 Alternate Doc ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 90 Full Documentation ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 80 Alternate Doc 1697 ▇▇▇▇▇ ROAD FRANKLIN VT 5457 ▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 13 Full Documentation ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 1773 ▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 72 Full Documentation ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 90 Missing ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 76.4 Alternate Doc 1165 BEAN ROAD CHARLOTTE VT 5445 ▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 72.9 Alternate Doc ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 65.6 Missing ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 73.5 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ KUMAR DEEPAK
15 YR DEAL 73.3 Full Documentation ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ # ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇ ▇▇▇▇ ▇▇.▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 89.5 Alternate Doc ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 71.1 Full Documentation ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
15 YR DEAL 90 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 76.8 Full Documentation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
15 YR DEAL 73.8 Alternate Doc ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 72.9 Full Documentation ROUTE 43 CORNVILLE ME 4976 ▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 51.9 Full Documentation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 36.3 Alternate Doc ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
15 YR DEAL 64.7 Full Documentation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 49.4 Full Documentation ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 33.6 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Missing ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 79.6 Full Documentation ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 51.7 Full Documentation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 73.2 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 51 Full Documentation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
15 YR DEAL 58.4 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇ ▇▇.▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 26.1 Alternate Doc ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 67.2 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
15 YR DEAL 74.4 Full Documentation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
15 YR DEAL 37.3 Alternate Doc ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 56 Full Documentation ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 74.5 Full Documentation ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 56 Missing ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 80 Missing ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
15 YR DEAL 103.8 Full ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 84.6 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇ ▇▇ ▇▇▇▇ ▇▇.▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ KRAKOW MARC
15 YR DEAL 60 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 71.9 Full Documentation ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
15 YR DEAL 58.2 Full Documentation ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ CONVERSE ▇▇▇▇▇▇▇▇
15 YR DEAL 58.2 Alternate Doc ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 79.3 Alternate Doc ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ W.
15 YR DEAL 80 Missing ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WALLS BURTON
15 YR DEAL 64.4 Missing ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 33.7 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 62.3 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ PERO
15 YR DEAL 63.3 Full Documentation ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Missing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 57.9 Full Documentation ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 79 Full Documentation ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 62.3 Missing ▇▇▇▇ ▇▇▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
15 YR DEAL 95.8 Full Documentation ▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 41.7 Alternate Doc ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 75 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 77 Full Documentation ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
15 YR DEAL 68 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇▇▇▇▇
15 YR DEAL 61.3 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 79.1 Full Documentation ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇
15 YR DEAL 68.2 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 77.1 Full Documentation ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
15 YR DEAL 77.7 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
15 YR DEAL 73.9 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 75 Full Documentation ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 77.8 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 86 Full Documentation ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 74.9 Full Documentation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
15 YR DEAL 89.9 Full Documentation ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 59.2 Full Documentation ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 85 Full Documentation ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 76.1 Full Documentation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 67 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 77 Full Documentation 126-01 1 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 70 Full Documentation ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇ ▇ ▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
15 YR DEAL 54.6 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇/▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 65 Alternate Doc 10 SALTSPRAY LANE CAPE ▇▇▇▇▇▇▇▇▇ ME 4107 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 77.8 Alternate Doc ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 75 Full Documentation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 85.7 Full Documentation ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 85.6 Full Documentation 21 ▇▇▇▇▇▇ ▇▇▇▇ ROAD CAPE ▇▇▇▇▇▇▇▇▇ ME 4107 ▇▇▇▇ ▇▇▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 73.2 Full Documentation ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ YUNGKAU ▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 84.9 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 65.8 Full Documentation ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 98.1 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ JUDGE ▇▇▇▇▇▇▇▇
15 YR DEAL 78.3 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 79.1 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 72.7 Full Documentation 12080 LANDOVER LAND FISHERS IN 46038 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 79 Full Documentation ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 100 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 81.1 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ FOSTER JR ▇▇▇▇▇▇▇▇
15 YR DEAL 56.9 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
15 YR DEAL 62.3 Alternate Doc ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
15 YR DEAL 59.7 Alternate Doc ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇ ▇ ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
15 YR DEAL 33.3 Full Documentation ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 79.9 Full Documentation ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 45.7 Alternate Doc NORTH WOOD ROAD ISLESFORD CRANBERRY ISLES ME 4646 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 72.7 Missing ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 89.1 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 74 Alternate Doc ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Full ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 72.5 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 100 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇/▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 99.4 Alternate Doc 1689 EXETER ROAD EXETER ME 4427 ▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 90 Full Documentation ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 64 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 49.6 Alternate Doc ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ FALL ▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇ #▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 58.3 Full Documentation ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 74.5 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 60.7 Alternate Doc ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ G ▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 79.7 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 85.5 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 75.7 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ KARIM ▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 68 Full Documentation ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 30.8 Alternate Doc ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 75.4 Alternate Doc ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 72 Alternate Doc ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 47.6 Alternate Doc ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 79.6 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 44.9 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ HOLEHOUSE BRIEN
15 YR DEAL 80 Alternate Doc ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 60 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 90 Alternate Doc ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇/▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ PERKY ▇▇▇▇▇
15 YR DEAL 95.3 Alternate Doc ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 73.7 Alternate Doc ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 100 Streamlined ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 97.9 Full Documentation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ M ▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 100 Alternate Doc ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 75.9 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 92.2 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 66.3 Alternate Doc ▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇-▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 79.2 Alternate Doc 38R ▇▇▇▇▇▇ ROAD CAPE ▇▇▇▇▇▇▇▇▇ ME 4107 ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 52.4 Alternate Doc ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 90 Alternate Doc ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 58.6 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 61.9 Alternate Doc ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 77.3 Missing ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 93.2 Alternate Doc ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Missing ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 70.6 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
15 YR DEAL 75 Full Documentation ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 56.5 Alternate Doc ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 58.1 Missing ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ WASEAM
15 YR DEAL 27.9 Alternate Doc ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 46.1 Alternate Doc ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇ ▇▇.▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Alternate Doc ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
15 YR DEAL 75 Alternate Doc ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
15 YR DEAL 76.6 Full Documentation ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 74.3 Full Documentation ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 37.5 Full Documentation ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
15 YR DEAL 88.4 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 77.8 Full Documentation ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
15 YR DEAL 65 Full Documentation ▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ GUTIERRE J
15 YR DEAL 82 Full Documentation ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 74 Full Documentation 117 HORSESHO LATROBE PA 15650 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
15 YR DEAL 79 Full Documentation ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
15 YR DEAL 80 Full Documentation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
SCHEDULE II
GROUP II MORTGAGE LOANS
(See Attached)
Group Servicer Account Number Principal Balance Rate Maturity Date Orig Date PI
-------------------------------------------------------------------------------------------------------------------------------
30 YR DEAL COUNTRYWIDE 1065256 476,633.80 8 8/1/27 7/8/97 3,668.83
30 YR DEAL COUNTRYWIDE 1242141 907,885.76 7.25 4/1/28 3/2/98 6,480.68
30 YR DEAL COUNTRYWIDE 1243367 56,275.69 7.5 4/1/28 3/26/98 411.14
30 YR DEAL COUNTRYWIDE 1243430 331,159.65 7.875 4/1/28 3/27/98 2,566.75
30 YR DEAL COUNTRYWIDE 1245757 952,609.00 6.875 4/1/28 3/5/98 6,569.29
30 YR DEAL COUNTRYWIDE 1248412 492,688.05 7.75 4/1/28 3/12/98 3,678.78
30 YR DEAL COUNTRYWIDE 1250224 282,381.84 7.5 4/1/28 3/18/98 2,064.09
30 YR DEAL COUNTRYWIDE 1250400 459,966.91 7.625 4/1/28 3/10/98 3,397.41
30 YR DEAL COUNTRYWIDE 1252613 309,491.38 7 4/1/28 3/25/98 2,203.15
30 YR DEAL COUNTRYWIDE 1253725 492,334.16 7.125 5/1/28 4/9/98 3,476.39
30 YR DEAL COUNTRYWIDE 1379817 512,053.91 7.375 8/1/27 7/15/97 3,729.65
30 YR DEAL COUNTRYWIDE 1646784 516,845.49 7.875 9/1/27 8/13/97 9,462.16
30 YR DEAL COUNTRYWIDE 1652577 266,717.90 7.75 9/1/27 8/20/97 2,005.96
30 YR DEAL COUNTRYWIDE 1655541 287,857.32 7.625 5/1/28 4/8/98 2,123.39
30 YR DEAL COUNTRYWIDE 1656252 306,274.16 7.5 5/1/28 4/10/98 2,234.00
30 YR DEAL COUNTRYWIDE 1657542 374,963.08 7.125 4/1/28 3/20/98 2,694.88
30 YR DEAL COUNTRYWIDE 1658325 542,380.48 7.125 5/1/28 4/17/98 3,823.36
30 YR DEAL COUNTRYWIDE 1659798 315,916.98 7.25 5/1/28 4/16/98 2,285.30
30 YR DEAL COUNTRYWIDE 1659949 49,738.39 7 5/1/23 4/16/98 379.55
30 YR DEAL COUNTRYWIDE 1661595 635,565.23 7.125 5/1/28 3/30/98 4,480.23
30 YR DEAL COUNTRYWIDE 1666477 711,838.33 7.75 5/1/28 4/13/98 5,324.38
30 YR DEAL COUNTRYWIDE 2124414 304,446.03 7.875 10/1/27 9/2/97 2,313.70
30 YR DEAL COUNTRYWIDE 2124901 1,043,008.53 7.25 9/1/27 8/29/97 7,503.94
30 YR DEAL COUNTRYWIDE 2130380 72,910.14 6 10/1/27 9/5/97 466.46
30 YR DEAL COUNTRYWIDE 2130835 685,056.23 7.5 10/1/27 9/10/97 5,034.35
30 YR DEAL COUNTRYWIDE 2234820 537,251.29 7.375 5/1/28 4/15/98 3,874.69
30 YR DEAL COUNTRYWIDE 2236306 630,043.14 7.75 5/1/28 4/16/98 4,699.67
30 YR DEAL COUNTRYWIDE 2236912 479,800.02 7.5 6/1/28 5/14/98 3,496.08
30 YR DEAL COUNTRYWIDE 2238545 862,152.13 7 6/1/28 5/15/98 6,001.03
30 YR DEAL COUNTRYWIDE 2387400 51,380.30 8.5 5/1/26 4/30/96 422.91
30 YR DEAL COUNTRYWIDE 2402479 509,510.43 7.5 10/1/27 9/22/97 3,744.30
30 YR DEAL COUNTRYWIDE 2432236 16,883.28 8.5 5/1/26 4/22/96 137.64
30 YR DEAL ▇▇▇▇▇ FARGO 2511955 68,826.10 7.5 2/1/31 2/1/01 487.76
30 YR DEAL COUNTRYWIDE 2570878 350,758.32 7.875 5/1/26 7/26/95 2,714.47
30 YR DEAL ▇▇▇▇▇ FARGO 2579065 83,480.34 6.75 11/1/31 11/1/01 544.30
30 YR DEAL COUNTRYWIDE 2587389 378,566.97 6.5 11/1/27 10/10/97 2,536.18
30 YR DEAL COUNTRYWIDE 2592794 34,137.84 8 11/1/27 10/24/97 261.96
30 YR DEAL COUNTRYWIDE 2594082 835,245.97 7.75 11/1/27 9/29/97 6,268.61
30 YR DEAL COUNTRYWIDE 2594373 488,403.97 7.125 11/1/27 10/17/97 3,469.66
30 YR DEAL COUNTRYWIDE 2595548 631,759.70 7.375 11/1/27 10/31/97 4,586.09
30 YR DEAL ▇▇▇▇▇ FARGO 2605671 106,471.88 7 3/1/31 3/1/01 716.92
30 YR DEAL COUNTRYWIDE 2741553 269,698.86 8 11/1/27 10/15/97 2,304.03
30 YR DEAL COUNTRYWIDE 2744368 485,774.05 7.375 12/1/27 11/19/97 3,522.45
30 YR DEAL COUNTRYWIDE 2753125 54,748.46 7.125 6/1/26 5/20/96 397.57
30 YR DEAL COUNTRYWIDE 4003886 724,697.49 7.5 1/1/29 12/18/98 5,243.41
30 YR DEAL COUNTRYWIDE 4017612 449,929.17 7.75 6/1/28 5/28/98 3,352.81
30 YR DEAL COUNTRYWIDE 4019180 291,184.07 7.125 7/1/28 6/9/98 2,048.11
30 YR DEAL COUNTRYWIDE 4027815 288,176.47 7.5 7/1/28 6/9/98 2,097.65
30 YR DEAL COUNTRYWIDE 4028402 306,353.59 6.75 2/1/29 12/28/98 2,075.52
30 YR DEAL COUNTRYWIDE 4029321 45,117.80 7 6/1/26 5/24/96 323.55
30 YR DEAL COUNTRYWIDE 4062412 1,012,434.14 6.625 11/1/28 10/26/98 7,043.43
30 YR DEAL COUNTRYWIDE 4062513 309,206.14 6.625 12/1/28 10/28/98 2,065.01
30 YR DEAL COUNTRYWIDE 4071590 40,059.16 8.625 7/1/26 6/4/96 350.01
30 YR DEAL COUNTRYWIDE 4075164 434,026.45 6.875 11/1/28 10/26/98 2,969.32
30 YR DEAL COUNTRYWIDE 4075202 762,700.24 7.25 7/1/28 6/11/98 5,426.72
30 YR DEAL COUNTRYWIDE 4082305 480,554.07 6.75 7/1/28 6/15/98 3,567.29
30 YR DEAL COUNTRYWIDE 4083021 846,094.24 7.625 7/1/28 6/3/98 6,228.59
30 YR DEAL COUNTRYWIDE 4095081 683,122.69 7.75 7/1/28 6/18/98 5,086.53
30 YR DEAL COUNTRYWIDE 4097990 77,900.97 7.5 11/1/28 10/30/98 564.97
30 YR DEAL COUNTRYWIDE 4116673 695,582.39 7.25 7/1/28 6/24/98 4,962.84
30 YR DEAL COUNTRYWIDE 4121020 479,315.46 7 7/1/28 6/24/98 3,333.17
30 YR DEAL COUNTRYWIDE 4128563 268,160.83 7.625 7/1/28 6/24/98 2,123.39
30 YR DEAL COUNTRYWIDE 4134925 177,500.72 6.75 12/1/28 10/29/98 2,853.84
30 YR DEAL COUNTRYWIDE 4136309 384,588.16 7.625 7/1/28 6/9/98 2,831.18
30 YR DEAL COUNTRYWIDE 4137301 669,885.51 7.25 7/1/28 6/6/98 4,775.24
30 YR DEAL COUNTRYWIDE 4149585 475,360.16 6.625 7/1/28 6/29/98 3,201.56
30 YR DEAL COUNTRYWIDE 4155815 284,862.60 8.25 7/1/28 6/30/98 2,216.24
30 YR DEAL COUNTRYWIDE 4157082 515,132.91 7.625 7/1/28 6/8/98 3,793.78
30 YR DEAL COUNTRYWIDE 4159997 404,072.99 6.625 12/1/28 11/2/98 3,457.68
30 YR DEAL COUNTRYWIDE 4165039 263,120.10 7 7/1/28 6/24/98 1,916.08
30 YR DEAL COUNTRYWIDE 4169703 283,061.27 6.625 12/1/28 11/2/98 1,888.92
30 YR DEAL COUNTRYWIDE 4172479 883,741.81 7.5 7/1/28 6/10/98 6,432.78
30 YR DEAL COUNTRYWIDE 4172863 698,308.94 7.875 7/1/28 6/22/98 5,256.76
30 YR DEAL COUNTRYWIDE 4174235 306,697.50 7.75 7/1/28 6/30/98 2,378.49
30 YR DEAL COUNTRYWIDE 4174341 841,286.88 7.625 7/1/28 6/25/98 6,193.20
30 YR DEAL COUNTRYWIDE 4182230 336,797.16 7.625 8/1/28 7/1/98 2,477.28
30 YR DEAL COUNTRYWIDE 4182597 470,833.85 8.125 7/1/26 6/4/96 3,712.49
30 YR DEAL COUNTRYWIDE 4187133 424,215.07 7 12/1/28 11/11/98 2,933.32
30 YR DEAL COUNTRYWIDE 4191025 51,414.05 7 8/1/28 7/1/98 928.87
30 YR DEAL COUNTRYWIDE 4197375 704,131.14 6.75 8/1/28 7/1/98 4,776.93
30 YR DEAL COUNTRYWIDE 4198451 279,817.06 7.5 8/1/28 7/6/98 2,034.72
30 YR DEAL COUNTRYWIDE 4206405 718,469.11 7 8/1/28 7/10/98 4,989.77
30 YR DEAL ▇▇▇▇▇ FARGO 4215982 119,237.26 8 8/1/31 8/1/01 880.52
30 YR DEAL COUNTRYWIDE 4220649 288,061.80 7.5 7/1/28 6/23/98 2,097.65
30 YR DEAL ▇▇▇▇▇ FARGO 4224233 268,376.05 7.875 10/1/31 10/1/01 1,957.69
30 YR DEAL COUNTRYWIDE 4239701 270,408.66 8.125 12/1/28 11/11/98 2,071.57
30 YR DEAL COUNTRYWIDE 4241891 302,808.54 6.875 12/1/28 11/5/98 2,069.33
30 YR DEAL COUNTRYWIDE 4244860 455,345.23 6.5 12/1/28 11/4/98 3,002.33
30 YR DEAL COUNTRYWIDE 4253236 656,252.54 7.5 12/1/28 11/16/98 4,754.66
30 YR DEAL COUNTRYWIDE 4253268 274,544.44 6.875 12/1/28 11/19/98 2,082.47
30 YR DEAL COUNTRYWIDE 4268256 557,044.70 6.75 12/1/28 11/23/98 3,761.87
30 YR DEAL COUNTRYWIDE 4270554 58,848.12 7.5 8/1/28 7/21/98 427.92
30 YR DEAL COUNTRYWIDE 4279214 84,256.02 7.5 7/1/28 6/26/98 626.85
30 YR DEAL COUNTRYWIDE 4284863 335,285.51 7 8/1/28 7/17/98 2,328.56
30 YR DEAL COUNTRYWIDE 4285068 298,916.40 6.625 12/1/28 11/6/98 1,997.78
30 YR DEAL COUNTRYWIDE 4288121 392,326.06 7 7/1/28 2/6/98 2,727.75
30 YR DEAL COUNTRYWIDE 4297546 92,935.38 7.5 8/1/28 7/29/98 675.80
30 YR DEAL COUNTRYWIDE 4302573 285,960.20 6.5 12/1/28 11/6/98 1,896.21
30 YR DEAL COUNTRYWIDE 4302908 375,046.00 6.5 12/1/28 11/16/98 2,502.99
30 YR DEAL COUNTRYWIDE 4310144 695,247.17 7.375 8/1/28 7/15/98 6,128.39
30 YR DEAL ▇▇▇▇▇ FARGO 4311296 115,529.54 7.875 10/1/31 10/1/01 841.81
30 YR DEAL COUNTRYWIDE 4319378 302,719.69 7.5 12/1/28 11/3/98 2,220.71
30 YR DEAL COUNTRYWIDE 4326779 479,443.27 7.125 8/1/28 7/27/98 3,368.60
30 YR DEAL COUNTRYWIDE 4334917 395,540.94 7.125 8/1/28 7/27/98 2,779.09
30 YR DEAL COUNTRYWIDE 4337788 428,613.41 7.125 9/1/28 7/28/98 3,031.74
30 YR DEAL COUNTRYWIDE 4365178 536,991.51 6.875 9/1/28 8/6/98 3,941.58
30 YR DEAL COUNTRYWIDE 4368037 26,723.12 7.375 12/1/23 11/24/98 206.48
30 YR DEAL COUNTRYWIDE 4371900 974,815.76 7.375 12/1/28 11/10/98 7,017.26
30 YR DEAL COUNTRYWIDE 4379271 316,432.36 7.125 8/1/28 7/24/98 2,223.28
30 YR DEAL COUNTRYWIDE 4379310 82,815.52 6.875 12/1/28 11/25/98 565.95
30 YR DEAL COUNTRYWIDE 4392609 632,052.97 6.875 12/1/28 11/24/98 4,319.31
30 YR DEAL COUNTRYWIDE 4392774 326,667.21 7.75 1/1/29 12/4/98 2,417.90
30 YR DEAL COUNTRYWIDE 4392980 337,835.36 6.75 12/1/28 11/13/98 2,367.39
30 YR DEAL COUNTRYWIDE 4401687 267,299.49 7.5 9/1/28 8/5/98 1,941.72
30 YR DEAL COUNTRYWIDE 4404187 308,221.22 7 1/1/29 12/8/98 2,128.97
30 YR DEAL COUNTRYWIDE 4411641 65,256.47 7.5 9/1/28 8/13/98 474.07
30 YR DEAL COUNTRYWIDE 4413404 502,504.76 6.75 9/1/28 8/6/98 3,405.15
30 YR DEAL COUNTRYWIDE 4419425 455,038.21 7.125 12/1/28 11/24/98 3,186.69
30 YR DEAL COUNTRYWIDE 4430777 309,707.74 7.25 1/1/29 12/2/98 2,189.79
30 YR DEAL COUNTRYWIDE 4438457 104,066.93 5.875 1/1/29 12/2/98 644.78
30 YR DEAL COUNTRYWIDE 4448827 350,372.24 7.125 9/1/28 8/14/98 2,459.08
30 YR DEAL COUNTRYWIDE 4449552 708,091.25 7.625 9/1/28 8/13/98 5,202.29
30 YR DEAL COUNTRYWIDE 4449631 475,377.10 6.875 9/1/28 8/17/98 3,777.35
30 YR DEAL COUNTRYWIDE 4461265 49,666.99 7.375 12/1/28 11/27/98 355.70
30 YR DEAL COUNTRYWIDE 4466386 269,357.77 7.5 12/1/28 8/19/98 1,950.81
30 YR DEAL COUNTRYWIDE 4466508 277,973.46 7.125 1/1/29 12/10/98 1,942.67
30 YR DEAL COUNTRYWIDE 4472854 316,395.49 7.375 9/1/28 8/6/98 2,272.33
30 YR DEAL COUNTRYWIDE 4473332 52,098.73 7.625 8/1/28 7/21/98 384.84
30 YR DEAL COUNTRYWIDE 4493100 1,120,840.86 7.875 12/1/28 1/5/98 8,397.76
30 YR DEAL COUNTRYWIDE 4493366 128,447.89 7 12/1/28 11/27/98 888.18
30 YR DEAL COUNTRYWIDE 4493658 38,576.81 7.25 1/1/29 12/2/98 273.90
30 YR DEAL COUNTRYWIDE 4511587 685,385.90 7.125 9/1/28 8/21/98 4,810.36
30 YR DEAL COUNTRYWIDE 4533772 448,387.68 6.875 9/1/28 8/14/98 3,074.43
30 YR DEAL COUNTRYWIDE 4535128 50,827.44 7 9/1/28 8/25/98 352.62
30 YR DEAL COUNTRYWIDE 4539706 62,617.77 7 1/1/29 12/18/98 433.45
30 YR DEAL COUNTRYWIDE 4540137 493,660.80 7.125 8/1/28 7/27/98 3,523.55
30 YR DEAL COUNTRYWIDE 4551589 351,959.01 7 9/1/28 8/31/98 2,441.67
30 YR DEAL COUNTRYWIDE 4594213 65,587.97 7 2/1/29 1/11/99 452.74
30 YR DEAL COUNTRYWIDE 4620256 587,093.54 7.375 1/1/29 12/7/98 4,199.31
30 YR DEAL COUNTRYWIDE 4623702 865,349.23 6.75 1/1/29 12/14/98 5,837.39
30 YR DEAL COUNTRYWIDE 4624552 78,839.67 7 1/1/29 12/30/98 573.16
30 YR DEAL COUNTRYWIDE 4628748 474,689.42 6.75 9/1/28 8/27/98 3,320.83
30 YR DEAL COUNTRYWIDE 4641040 288,705.83 6.875 1/1/29 12/28/98 1,970.79
30 YR DEAL COUNTRYWIDE 4641606 22,399.29 8.125 9/1/18 8/27/98 206.84
30 YR DEAL COUNTRYWIDE 4643236 317,967.61 6.75 1/1/29 12/14/98 2,144.92
30 YR DEAL COUNTRYWIDE 4657569 913,492.96 7.5 8/1/28 7/27/98 6,642.54
30 YR DEAL COUNTRYWIDE 4667154 263,008.90 6.875 2/1/29 1/11/99 1,793.42
30 YR DEAL COUNTRYWIDE 4674548 319,869.93 6.375 1/1/29 12/3/98 2,081.23
30 YR DEAL COUNTRYWIDE 4676358 294,948.95 8 2/1/29 4/15/98 2,230.65
30 YR DEAL COUNTRYWIDE 4679614 513,685.71 7.375 10/1/28 9/4/98 3,685.45
30 YR DEAL COUNTRYWIDE 4691126 384,028.16 7 10/1/28 9/8/98 2,661.21
30 YR DEAL COUNTRYWIDE 4700139 768,056.18 7 10/1/28 9/9/98 5,322.42
30 YR DEAL COUNTRYWIDE 4703058 959,981.36 6.375 2/1/29 12/29/98 6,238.70
30 YR DEAL COUNTRYWIDE 4703209 24,115.41 8.75 9/1/26 8/2/96 199.83
30 YR DEAL COUNTRYWIDE 4704691 807,991.02 6.625 3/1/29 1/29/99 5,373.49
30 YR DEAL COUNTRYWIDE 4711646 387,166.73 7 3/1/29 1/28/99 2,714.44
30 YR DEAL COUNTRYWIDE 4711677 498,459.48 7.25 3/1/29 1/28/99 3,517.18
30 YR DEAL COUNTRYWIDE 4722440 76,868.82 7.5 10/1/28 9/15/98 559.03
30 YR DEAL COUNTRYWIDE 4722538 100,417.37 6.5 10/1/28 9/18/98 663.68
30 YR DEAL COUNTRYWIDE 4722849 72,552.84 7.5 10/1/28 9/11/98 526.51
30 YR DEAL COUNTRYWIDE 4727243 393,952.67 6.5 2/1/29 1/15/99 2,591.48
30 YR DEAL COUNTRYWIDE 4740233 76,187.31 6.75 2/1/29 1/22/99 513.37
30 YR DEAL ▇▇▇▇▇ FARGO 4742268 162,852.79 6.875 10/1/31 10/1/01 1,076.27
30 YR DEAL COUNTRYWIDE 4754294 358,634.70 6.5 10/1/28 9/23/98 2,370.26
30 YR DEAL COUNTRYWIDE 4754425 319,498.78 6.875 10/1/28 9/18/98 2,188.23
30 YR DEAL COUNTRYWIDE 4790686 847,709.66 7.75 2/1/29 1/19/99 6,268.61
30 YR DEAL COUNTRYWIDE 4798893 548,295.17 6.75 11/1/28 10/1/98 3,706.97
30 YR DEAL COUNTRYWIDE 4812200 551,240.67 7.5 2/1/29 3/20/98 3,985.53
30 YR DEAL COUNTRYWIDE 4812249 503,015.95 7.5 2/1/29 5/29/98 3,635.92
30 YR DEAL COUNTRYWIDE 4813042 1,667,352.22 7.375 2/1/29 7/17/98 11,914.15
30 YR DEAL COUNTRYWIDE 4814716 406,562.56 7 3/1/29 2/9/99 2,844.17
30 YR DEAL COUNTRYWIDE 4828225 292,265.55 6.75 10/1/28 9/23/98 1,978.23
30 YR DEAL COUNTRYWIDE 4839392 309,824.06 7 3/1/29 2/10/99 2,262.03
30 YR DEAL COUNTRYWIDE 4839456 379,395.23 6 11/1/28 10/7/98 2,398.21
30 YR DEAL COUNTRYWIDE 4840468 134,144.89 7 11/1/28 10/7/98 931.10
30 YR DEAL COUNTRYWIDE 4860193 298,973.11 7.375 11/1/28 10/5/98 2,175.63
30 YR DEAL COUNTRYWIDE 4886064 407,889.26 7.25 11/1/28 10/9/98 2,890.73
30 YR DEAL COUNTRYWIDE 4894494 434,815.67 7.125 11/1/28 10/14/98 3,045.21
30 YR DEAL COUNTRYWIDE 4896022 300,315.37 6.5 10/1/28 9/24/98 2,047.91
30 YR DEAL COUNTRYWIDE 4905127 411,357.75 7 11/1/28 10/8/98 2,847.50
30 YR DEAL COUNTRYWIDE 4911009 437,640.47 7.875 6/1/28 4/24/98 3,299.07
30 YR DEAL COUNTRYWIDE 4917715 389,712.97 7.875 6/1/28 5/15/98 2,936.54
30 YR DEAL COUNTRYWIDE 4919896 311,687.14 7.125 6/1/28 5/19/98 2,277.17
30 YR DEAL COUNTRYWIDE 4920058 330,102.59 7.5 6/1/28 5/4/98 2,405.30
30 YR DEAL COUNTRYWIDE 4920114 382,329.18 7 6/1/28 5/22/98 2,661.21
30 YR DEAL COUNTRYWIDE 4945030 34,558.34 7.25 6/1/28 4/29/98 246.27
30 YR DEAL COUNTRYWIDE 4948837 494,584.47 7.125 6/1/28 5/27/98 3,483.13
30 YR DEAL COUNTRYWIDE 4959386 357,728.01 6.625 7/1/28 6/2/98 2,401.14
30 YR DEAL COUNTRYWIDE 4964967 365,408.53 7.125 11/1/28 4/10/98 2,560.14
30 YR DEAL COUNTRYWIDE 4965147 421,934.80 6.75 11/1/28 10/16/98 2,853.84
30 YR DEAL COUNTRYWIDE 4965481 593,986.76 7.675 11/1/28 10/21/98 4,375.15
30 YR DEAL COUNTRYWIDE 4965555 279,167.03 6.75 11/1/28 10/14/98 1,887.43
30 YR DEAL COUNTRYWIDE 4966494 436,832.33 7.25 11/1/28 10/21/98 3,131.19
30 YR DEAL COUNTRYWIDE 4975173 341,825.02 6.5 11/1/28 10/19/98 2,256.49
30 YR DEAL COUNTRYWIDE 4982341 690,723.43 6.75 11/1/28 10/15/98 4,669.91
30 YR DEAL COUNTRYWIDE 4985333 922,931.65 7.75 6/1/28 5/26/98 6,877.56
30 YR DEAL COUNTRYWIDE 4988055 395,995.20 6.5 7/1/28 6/5/98 2,686.29
30 YR DEAL COUNTRYWIDE 4999707 323,296.80 6.75 11/1/28 10/22/98 2,185.78
30 YR DEAL COUNTRYWIDE 5023640 306,404.05 7.875 1/1/28 12/8/97 2,320.23
30 YR DEAL COUNTRYWIDE 5023662 859,107.92 7.5 1/1/28 12/8/97 6,292.94
30 YR DEAL COUNTRYWIDE 5026437 702,282.92 7.25 1/1/28 12/12/97 5,029.69
30 YR DEAL COUNTRYWIDE 5027872 716,220.56 7.875 1/1/28 12/18/97 5,423.52
30 YR DEAL COUNTRYWIDE 5027959 42,563.76 7.75 1/1/28 12/15/97 318.81
30 YR DEAL COUNTRYWIDE 5028151 529,254.97 7.875 1/1/28 11/28/97 4,009.64
30 YR DEAL COUNTRYWIDE 5029256 334,231.95 7.75 1/1/28 12/23/97 2,507.45
30 YR DEAL COUNTRYWIDE 5030800 363,331.88 8.375 1/1/28 12/22/97 2,873.08
30 YR DEAL COUNTRYWIDE 5030982 664,118.44 7.625 1/1/28 11/26/97 4,919.17
30 YR DEAL COUNTRYWIDE 5362135 471,161.47 7.875 10/1/26 9/16/96 3,625.35
30 YR DEAL COUNTRYWIDE 5382860 437,678.18 7 2/1/28 1/15/98 3,060.40
30 YR DEAL COUNTRYWIDE 5386643 334,104.38 7.375 2/1/28 1/14/98 2,417.37
30 YR DEAL COUNTRYWIDE 5387130 695,342.03 7.5 2/1/28 1/16/98 5,191.67
30 YR DEAL COUNTRYWIDE 5388938 326,706.88 8 3/1/28 2/12/98 2,496.27
30 YR DEAL COUNTRYWIDE 5483698 79,148.92 5.625 10/1/26 9/25/96 497.37
30 YR DEAL COUNTRYWIDE 5653097 626,523.26 8 10/1/26 9/1/95 4,872.20
30 YR DEAL COUNTRYWIDE 5716609 122,418.74 6 11/1/26 10/25/96 800.81
30 YR DEAL COUNTRYWIDE 5716966 283,737.74 8.125 11/1/26 10/30/96 2,227.50
30 YR DEAL COUNTRYWIDE 5744265 309,243.56 6.875 3/1/28 2/9/98 2,135.02
30 YR DEAL COUNTRYWIDE 5746219 424,846.95 7 3/1/28 2/19/98 2,967.25
30 YR DEAL COUNTRYWIDE 5749649 292,351.18 7.125 4/1/28 2/27/98 2,063.21
30 YR DEAL COUNTRYWIDE 5749667 554,287.93 7.25 4/1/28 2/27/98 3,956.63
30 YR DEAL COUNTRYWIDE 5750782 383,612.16 6.25 4/1/28 3/2/98 2,542.92
30 YR DEAL COUNTRYWIDE 5750868 391,189.55 6.25 4/1/28 3/2/98 2,542.92
30 YR DEAL COUNTRYWIDE 5751001 648,451.81 7.125 3/1/28 2/18/98 4,581.29
30 YR DEAL COUNTRYWIDE 5752897 1,486,942.88 7.375 3/1/28 2/20/98 10,746.91
30 YR DEAL COUNTRYWIDE 5753326 410,510.16 7.125 4/1/28 3/5/98 2,896.99
30 YR DEAL WELLS FARGO 5800730 386,911.00 7.75 1/1/31 1/1/01 2,805.14
30 YR DEAL WELLS FARGO 5828699 222,109.33 7.25 1/1/31 1/1/01 1,535.23
30 YR DEAL COUNTRYWIDE 5952040 574,878.36 8.125 4/1/28 3/11/98 4,436.43
30 YR DEAL COUNTRYWIDE 5952116 343,543.35 7.375 3/1/28 2/20/98 2,590.04
30 YR DEAL COUNTRYWIDE 5952198 478,753.28 7.5 4/1/28 3/16/98 3,496.08
30 YR DEAL COUNTRYWIDE 5952575 284,109.53 7.5 3/1/28 2/25/98 2,076.67
30 YR DEAL COUNTRYWIDE 5953960 331,114.15 7.25 4/1/28 3/13/98 2,387.63
30 YR DEAL COUNTRYWIDE 5954602 764,535.08 7.25 4/1/28 2/24/98 5,457.42
30 YR DEAL COUNTRYWIDE 5954740 332,107.75 7.625 4/1/28 3/16/98 2,463.13
30 YR DEAL COUNTRYWIDE 5954950 287,730.75 7.75 4/1/28 3/5/98 2,149.24
30 YR DEAL WELLS FARGO 5956245 321,293.38 8 5/1/31 5/1/01 2,377.40
30 YR DEAL WELLS FARGO 5990689 65,914.94 7.95 5/1/31 5/1/01 485.64
30 YR DEAL WELLS FARGO 6011961 432,416.26 7.625 6/1/31 6/1/01 3,085.99
30 YR DEAL WELLS FARGO 6015775 324,235.97 6.75 8/1/31 8/1/01 2,121.89
30 YR DEAL COUNTRYWIDE 6198684 52,172.37 7 6/1/29 5/4/99 358.60
30 YR DEAL COUNTRYWIDE 6198708 57,678.64 7.25 4/1/29 3/22/99 406.58
30 YR DEAL COUNTRYWIDE 6199147 648,805.45 6.875 4/1/29 3/15/99 4,414.57
30 YR DEAL COUNTRYWIDE 6199422 66,180.07 7.375 6/1/29 5/17/99 471.05
30 YR DEAL COUNTRYWIDE 6199789 628,405.76 6.5 4/1/29 3/5/99 4,124.25
30 YR DEAL COUNTRYWIDE 6200569 965,081.26 6.875 4/1/29 3/20/99 6,569.29
30 YR DEAL COUNTRYWIDE 6200703 115,368.09 6.5 4/1/29 3/10/99 758.49
30 YR DEAL COUNTRYWIDE 6200940 64,935.88 7.625 4/1/29 3/26/99 473.87
30 YR DEAL COUNTRYWIDE 6201580 807,570.73 6.875 6/1/29 5/5/99 5,485.36
30 YR DEAL COUNTRYWIDE 6201786 289,954.87 6.875 5/1/29 4/7/99 1,970.79
30 YR DEAL COUNTRYWIDE 6202035 648,107.99 6.875 3/1/29 2/17/99 4,414.57
30 YR DEAL COUNTRYWIDE 6202074 320,941.13 8 7/1/29 6/21/99 2,421.43
30 YR DEAL COUNTRYWIDE 6202089 107,134.92 6.5 4/1/29 3/1/99 712.66
30 YR DEAL COUNTRYWIDE 6202381 600,013.65 7.25 4/1/29 3/12/99 4,229.50
30 YR DEAL COUNTRYWIDE 6202926 483,873.74 6.625 4/1/29 3/26/99 3,214.37
30 YR DEAL COUNTRYWIDE 6202936 302,103.06 7.5 3/1/29 2/25/99 2,181.55
30 YR DEAL COUNTRYWIDE 6202984 36,559.32 7.375 5/1/29 4/9/99 274.89
30 YR DEAL COUNTRYWIDE 6203290 704,045.85 6.875 3/1/29 2/19/99 4,795.59
30 YR DEAL COUNTRYWIDE 6203409 386,482.97 7 5/1/19 4/23/99 3,256.26
30 YR DEAL COUNTRYWIDE 6204049 627,531.09 6.875 4/1/29 3/18/99 4,273.33
30 YR DEAL COUNTRYWIDE 6204105 849,626.37 6.875 4/1/29 3/5/99 5,780.98
30 YR DEAL COUNTRYWIDE 6204358 367,562.44 7 5/1/29 4/12/99 2,528.15
30 YR DEAL COUNTRYWIDE 6204411 546,426.38 7.25 4/1/29 3/4/99 4,741.13
30 YR DEAL COUNTRYWIDE 6204552 657,231.26 6.875 5/1/29 4/19/99 4,467.12
30 YR DEAL COUNTRYWIDE 6204955 420,607.38 6.75 4/1/29 3/4/99 2,827.89
30 YR DEAL COUNTRYWIDE 6205026 1,024,507.58 6.875 5/1/29 3/29/99 6,963.45
30 YR DEAL COUNTRYWIDE 6205474 964,446.87 6.875 3/1/29 2/26/99 6,569.29
30 YR DEAL COUNTRYWIDE 6205780 630,763.03 7 2/1/30 9/25/98 4,299.22
30 YR DEAL COUNTRYWIDE 6205809 731,149.29 7 1/1/30 2/1/99 4,989.77
30 YR DEAL COUNTRYWIDE 6205858 657,160.85 7.5 11/1/29 11/1/99 4,709.91
30 YR DEAL COUNTRYWIDE 6205873 540,483.77 7.5 12/1/29 6/5/98 3,870.16
30 YR DEAL COUNTRYWIDE 6205906 304,994.54 6.75 10/1/19 10/30/98 2,533.54
30 YR DEAL COUNTRYWIDE 6205926 488,529.31 7 3/1/30 3/1/00 3,326.52
30 YR DEAL COUNTRYWIDE 6205932 286,163.22 7.625 9/1/29 9/1/99 2,079.50
30 YR DEAL COUNTRYWIDE 6205941 387,016.95 6.875 6/1/29 8/6/98 2,627.72
30 YR DEAL COUNTRYWIDE 6206058 746,329.93 7.5 11/1/29 10/29/99 5,349.00
30 YR DEAL COUNTRYWIDE 6206094 295,251.04 7.25 11/1/29 11/3/98 2,067.00
30 YR DEAL COUNTRYWIDE 6206103 1,149,082.95 6.75 5/1/30 5/8/98 7,621.03
30 YR DEAL COUNTRYWIDE 6206134 393,678.36 7 5/1/29 5/8/98 2,707.79
30 YR DEAL COUNTRYWIDE 6206146 793,992.28 7.125 6/1/29 6/1/99 5,520.45
30 YR DEAL COUNTRYWIDE 6206149 397,735.42 7.5 6/1/29 7/27/99 2,964.67
30 YR DEAL COUNTRYWIDE 6206157 699,166.94 7.5 6/1/29 6/1/99 5,034.35
30 YR DEAL COUNTRYWIDE 6206170 532,032.63 7.75 8/1/29 6/17/98 3,912.76
30 YR DEAL COUNTRYWIDE 6206194 679,745.49 7.5 6/1/29 5/29/98 4,894.51
30 YR DEAL COUNTRYWIDE 6206238 583,911.95 6.375 2/1/30 12/3/98 3,743.22
30 YR DEAL COUNTRYWIDE 6206248 988,646.96 7.625 2/1/31 7/15/98 7,077.94
30 YR DEAL COUNTRYWIDE 6206265 579,274.02 7.5 2/1/30 6/4/99 4,300.17
30 YR DEAL COUNTRYWIDE 6206274 365,409.63 7.25 11/1/29 8/10/98 2,558.17
30 YR DEAL COUNTRYWIDE 6206299 439,676.32 7 3/1/30 3/19/99 2,993.87
30 YR DEAL COUNTRYWIDE 6206352 293,606.43 7.125 5/1/30 2/16/99 2,021.16
30 YR DEAL COUNTRYWIDE 6206361 606,237.19 7 11/1/29 3/8/99 4,148.50
30 YR DEAL COUNTRYWIDE 6206380 417,957.43 8 4/1/30 4/1/00 3,123.64
30 YR DEAL COUNTRYWIDE 6206382 348,197.77 7.25 5/1/29 8/7/98 2,455.84
30 YR DEAL COUNTRYWIDE 6206395 455,018.32 7.875 3/1/29 6/11/98 3,399.86
30 YR DEAL COUNTRYWIDE 6206406 529,173.93 6.5 1/1/30 3/1/99 3,438.46
30 YR DEAL COUNTRYWIDE 6206416 462,806.82 7.5 5/1/30 6/3/98 11,187.44
30 YR DEAL COUNTRYWIDE 6206512 464,249.69 7.5 1/1/30 12/21/99 3,321.27
30 YR DEAL COUNTRYWIDE 6206604 664,366.35 7.5 1/1/30 11/20/98 4,754.66
30 YR DEAL COUNTRYWIDE 6206610 1,045,786.60 7.375 6/1/29 5/31/99 7,443.41
30 YR DEAL COUNTRYWIDE 6206613 1,072,890.97 7.25 12/1/29 11/21/99 7,503.94
30 YR DEAL COUNTRYWIDE 6206614 652,657.44 7.375 1/1/30 8/21/99 4,625.11
30 YR DEAL COUNTRYWIDE 6206617 936,770.47 7.25 5/1/30 1/16/00 6,523.32
30 YR DEAL COUNTRYWIDE 6206658 411,942.61 6.25 11/1/29 1/29/99 2,616.80
30 YR DEAL COUNTRYWIDE 6206727 192,864.46 7.375 6/1/29 6/1/99 1,372.72
30 YR DEAL COUNTRYWIDE 6207162 562,552.00 7.625 4/1/29 3/19/99 4,105.21
30 YR DEAL COUNTRYWIDE 6207456 73,677.53 7.375 5/1/29 4/9/99 524.92
30 YR DEAL COUNTRYWIDE 6207705 780,728.96 7.25 9/1/30 4/12/99 5,566.56
30 YR DEAL COUNTRYWIDE 6207766 388,691.22 7.625 6/1/29 5/24/99 2,831.18
30 YR DEAL COUNTRYWIDE 6207820 173,437.84 6.75 6/1/29 5/7/99 1,168.13
30 YR DEAL COUNTRYWIDE 6207979 596,320.14 7.125 5/1/29 3/29/99 4,170.32
30 YR DEAL COUNTRYWIDE 6208080 387,493.18 7.25 5/1/29 4/9/99 2,728.71
30 YR DEAL COUNTRYWIDE 6208302 583,429.05 7.75 6/1/29 5/11/99 4,298.48
30 YR DEAL COUNTRYWIDE 6208591 523,646.53 6.875 6/1/30 2/19/00 3,514.57
30 YR DEAL COUNTRYWIDE 6208636 347,773.71 6.625 6/1/29 5/3/99 2,305.12
30 YR DEAL COUNTRYWIDE 6209022 135,511.55 7.375 5/1/29 4/2/99 967.64
30 YR DEAL COUNTRYWIDE 6209308 416,860.95 7.375 5/1/29 4/12/99 2,969.91
30 YR DEAL COUNTRYWIDE 6209631 324,986.90 7.125 5/1/29 3/31/99 2,263.70
30 YR DEAL COUNTRYWIDE 6210037 310,740.76 7.5 6/1/29 5/7/99 2,237.49
30 YR DEAL COUNTRYWIDE 6210115 86,922.38 7.25 6/1/29 5/5/99 612.26
30 YR DEAL COUNTRYWIDE 6210154 313,975.06 7.375 5/1/29 4/13/99 2,237.79
30 YR DEAL COUNTRYWIDE 6210535 86,655.33 6.75 4/1/29 3/31/99 582.77
30 YR DEAL COUNTRYWIDE 6210555 276,623.22 7 5/1/29 4/22/99 1,910.75
30 YR DEAL COUNTRYWIDE 6210583 342,137.74 7.5 7/1/29 6/7/99 2,461.24
30 YR DEAL COUNTRYWIDE 6210603 379,652.99 7 5/1/29 4/20/99 2,611.32
30 YR DEAL COUNTRYWIDE 6210604 607,705.57 7.25 1/1/31 6/24/99 4,200.51
30 YR DEAL COUNTRYWIDE 6210721 311,738.08 7 12/1/29 11/8/99 2,128.97
30 YR DEAL COUNTRYWIDE 6211789 435,723.17 7 6/1/29 4/29/99 2,993.87
30 YR DEAL COUNTRYWIDE 6212109 417,656.26 6.75 6/1/29 5/10/99 2,801.95
30 YR DEAL COUNTRYWIDE 6212418 487,064.17 7.875 7/1/30 9/28/99 3,589.82
30 YR DEAL COUNTRYWIDE 6212433 49,974.85 7.375 6/1/29 5/18/99 355.70
30 YR DEAL COUNTRYWIDE 6212725 280,587.17 6.875 6/1/29 5/10/99 1,905.10
30 YR DEAL COUNTRYWIDE 6212764 548,323.66 7.875 6/1/29 6/1/99 4,111.15
30 YR DEAL COUNTRYWIDE 6213114 630,302.67 7.25 6/1/29 5/14/99 4,434.15
30 YR DEAL COUNTRYWIDE 6213148 542,954.20 7 2/1/31 2/1/01 3,659.17
30 YR DEAL COUNTRYWIDE 6214380 272,925.62 7.875 8/1/29 7/19/99 2,030.20
30 YR DEAL COUNTRYWIDE 6214633 296,244.29 7.875 6/1/29 6/1/99 2,208.57
30 YR DEAL COUNTRYWIDE 6215316 628,902.75 6.875 6/1/29 5/11/99 4,270.04
30 YR DEAL COUNTRYWIDE 6215409 40,626.95 7.875 7/1/29 6/28/99 317.95
30 YR DEAL COUNTRYWIDE 6215910 595,980.62 6.875 6/1/30 5/26/99 4,270.04
30 YR DEAL COUNTRYWIDE 6215914 625,924.36 7 4/1/30 5/27/99 4,257.94
30 YR DEAL COUNTRYWIDE 6216061 336,466.87 7.375 7/1/29 7/1/99 2,392.50
30 YR DEAL COUNTRYWIDE 6216147 271,396.41 7 7/1/29 6/14/99 1,862.85
30 YR DEAL COUNTRYWIDE 6216276 381,470.82 7.625 7/1/29 6/10/99 2,831.18
30 YR DEAL COUNTRYWIDE 6216409 77,036.67 6.75 6/1/29 5/13/99 518.23
30 YR DEAL COUNTRYWIDE 6216838 657,752.28 7.5 8/1/29 7/20/99 4,824.59
30 YR DEAL COUNTRYWIDE 6216951 482,737.11 7.75 7/1/29 6/21/99 3,553.41
30 YR DEAL COUNTRYWIDE 6217810 291,750.91 7 7/1/29 6/24/99 2,002.57
30 YR DEAL COUNTRYWIDE 6217873 565,461.41 7.25 7/1/30 6/14/00 3,929.34
30 YR DEAL COUNTRYWIDE 6218098 100,262.39 7.375 7/1/29 6/25/99 721.07
30 YR DEAL COUNTRYWIDE 6218455 93,393.88 8.125 8/1/29 7/30/99 710.57
30 YR DEAL COUNTRYWIDE 6218862 723,748.98 7.875 5/1/31 10/18/99 5,293.01
30 YR DEAL COUNTRYWIDE 6219514 57,056.22 8 8/1/29 7/16/99 429.26
30 YR DEAL COUNTRYWIDE 6219906 634,467.70 8.125 12/1/29 11/4/99 4,811.39
30 YR DEAL COUNTRYWIDE 6220278 291,398.65 8 8/1/30 7/14/99 2,209.74
30 YR DEAL COUNTRYWIDE 6220305 724,572.21 7.5 3/1/31 7/21/99 5,121.75
30 YR DEAL COUNTRYWIDE 6220780 760,211.05 7.75 4/1/30 7/28/99 5,552.20
30 YR DEAL COUNTRYWIDE 6220932 590,769.76 7.625 9/1/30 7/1/99 4,246.77
30 YR DEAL COUNTRYWIDE 6220987 151,450.27 7.875 9/1/29 8/19/99 1,128.21
30 YR DEAL COUNTRYWIDE 6221319 379,020.16 7.5 3/1/30 7/20/99 2,720.65
30 YR DEAL COUNTRYWIDE 6221695 74,575.66 8.5 9/1/29 8/31/99 586.69
30 YR DEAL COUNTRYWIDE 6221845 294,652.40 7.875 5/1/30 7/21/99 2,175.21
30 YR DEAL COUNTRYWIDE 6222049 62,824.52 8 9/1/29 8/13/99 472.55
30 YR DEAL COUNTRYWIDE 6222732 457,718.62 8 9/1/29 8/23/99 3,440.63
30 YR DEAL COUNTRYWIDE 6222832 449,031.03 8 9/1/29 8/19/99 3,375.32
30 YR DEAL COUNTRYWIDE 6223537 69,559.94 8.375 12/1/29 11/9/99 550.30
30 YR DEAL COUNTRYWIDE 6224857 490,034.18 8.75 10/1/29 9/7/99 3,933.51
30 YR DEAL COUNTRYWIDE 6224952 122,216.22 8.375 10/1/29 9/13/99 949.34
30 YR DEAL COUNTRYWIDE 6224973 383,403.87 8.5 12/1/29 10/28/99 3,006.46
30 YR DEAL COUNTRYWIDE 6225072 430,342.42 8.25 10/1/29 9/13/99 3,305.58
30 YR DEAL COUNTRYWIDE 6226374 33,287.62 8.375 11/1/29 10/28/99 258.35
30 YR DEAL COUNTRYWIDE 6226518 879,768.49 8.125 10/1/29 9/24/99 6,682.48
30 YR DEAL COUNTRYWIDE 6228079 542,907.52 8.25 10/1/30 10/6/00 4,131.97
30 YR DEAL COUNTRYWIDE 6228163 501,871.28 8.5 11/1/29 10/26/99 3,944.53
30 YR DEAL COUNTRYWIDE 6228748 538,514.26 8.125 12/1/29 11/10/99 4,083.74
30 YR DEAL COUNTRYWIDE 6228783 590,757.07 8.625 5/1/30 4/27/00 4,666.74
30 YR DEAL COUNTRYWIDE 6229423 37,225.00 8.25 12/1/29 11/23/99 285.49
30 YR DEAL COUNTRYWIDE 6229468 346,725.39 7.625 5/1/31 12/20/99 2,477.28
30 YR DEAL COUNTRYWIDE 6230229 704,228.90 7.875 12/1/29 11/2/99 5,220.50
30 YR DEAL COUNTRYWIDE 6230868 339,463.30 8.375 1/1/30 12/13/99 2,660.26
30 YR DEAL COUNTRYWIDE 6231222 295,353.12 8.25 12/1/29 11/10/99 2,265.07
30 YR DEAL COUNTRYWIDE 6231820 391,844.90 8.25 12/1/29 11/22/99 3,005.07
30 YR DEAL COUNTRYWIDE 6233674 410,977.17 8.375 1/1/30 12/23/99 3,184.71
30 YR DEAL COUNTRYWIDE 6234286 377,504.26 9.25 8/1/30 7/28/00 3,142.63
30 YR DEAL COUNTRYWIDE 6236989 422,803.99 8.625 4/1/30 3/8/00 3,402.84
30 YR DEAL COUNTRYWIDE 6237693 43,791.81 8.625 3/1/30 2/25/00 350.01
30 YR DEAL COUNTRYWIDE 6239199 286,694.07 8.125 4/1/30 3/20/00 2,168.10
30 YR DEAL COUNTRYWIDE 6239475 320,770.82 9 7/1/30 5/31/00 2,615.03
30 YR DEAL COUNTRYWIDE 6239620 388,480.45 8.5 4/1/30 3/24/00 3,037.21
30 YR DEAL COUNTRYWIDE 6239941 515,139.48 8.5 4/1/30 2/25/00 4,029.11
30 YR DEAL COUNTRYWIDE 6243480 98,599.94 8.875 6/1/30 5/25/00 795.65
30 YR DEAL COUNTRYWIDE 6246315 445,970.09 8.875 7/1/30 6/30/00 3,596.32
30 YR DEAL COUNTRYWIDE 6246675 32,535.81 9 8/1/30 7/26/00 272.37
30 YR DEAL COUNTRYWIDE 6246685 631,665.67 7.5 5/1/30 9/3/98 4,502.95
30 YR DEAL COUNTRYWIDE 6248040 48,305.61 8.625 7/1/30 6/5/00 381.12
30 YR DEAL COUNTRYWIDE 6248694 62,587.77 8.875 6/1/30 5/25/00 505.24
30 YR DEAL COUNTRYWIDE 6249865 83,203.67 7.5 6/1/30 5/30/00 594.69
30 YR DEAL COUNTRYWIDE 6250291 83,287.01 7.5 6/1/30 5/31/00 595.39
30 YR DEAL COUNTRYWIDE 6250806 128,215.55 8.5 9/1/30 8/4/00 998.82
30 YR DEAL COUNTRYWIDE 6251502 353,949.17 8.625 8/1/30 7/7/00 2,800.05
30 YR DEAL COUNTRYWIDE 6252136 75,802.59 7.375 7/1/30 6/29/00 534.31
30 YR DEAL COUNTRYWIDE 6253425 62,040.39 8.5 8/1/30 7/7/00 483.65
30 YR DEAL COUNTRYWIDE 6253864 840,016.05 8.875 9/1/30 8/17/00 6,764.98
30 YR DEAL COUNTRYWIDE 6254448 124,068.06 8.375 8/1/30 7/19/00 957.70
30 YR DEAL COUNTRYWIDE 6255007 58,045.83 8.625 10/1/30 9/29/00 456.96
30 YR DEAL COUNTRYWIDE 6255429 331,373.96 8.625 8/1/30 7/31/00 2,613.38
30 YR DEAL COUNTRYWIDE 6256012 572,777.71 7.875 5/1/31 8/30/00 4,511.19
30 YR DEAL COUNTRYWIDE 6256074 84,295.62 8.375 9/1/30 8/10/00 649.87
30 YR DEAL COUNTRYWIDE 6256267 107,696.83 8.5 9/1/30 8/11/00 845.81
30 YR DEAL COUNTRYWIDE 6257068 71,806.53 8.5 9/1/30 8/25/00 559.39
30 YR DEAL COUNTRYWIDE 6258318 314,426.66 8.125 10/1/30 9/29/00 2,376.00
30 YR DEAL COUNTRYWIDE 6258711 852,255.91 8.375 11/1/30 9/29/00 6,555.63
30 YR DEAL COUNTRYWIDE 6258838 318,649.24 8.625 10/1/30 9/20/00 2,520.04
30 YR DEAL COUNTRYWIDE 6258852 285,576.75 8.75 11/1/30 10/11/00 2,271.68
30 YR DEAL COUNTRYWIDE 6259444 321,712.31 8.875 12/1/30 11/17/00 2,585.85
30 YR DEAL COUNTRYWIDE 6259590 392,571.16 8 11/1/30 10/6/00 2,935.06
30 YR DEAL COUNTRYWIDE 6259771 356,580.52 8.625 12/1/30 11/14/00 2,831.16
30 YR DEAL COUNTRYWIDE 6260398 291,109.77 8 11/1/30 10/13/00 2,164.61
30 YR DEAL COUNTRYWIDE 6261186 281,022.80 8.375 1/1/31 12/6/00 2,158.61
30 YR DEAL COUNTRYWIDE 6261309 989,253.94 8.25 1/1/31 12/6/00 7,512.67
30 YR DEAL COUNTRYWIDE 6261732 326,311.40 8.375 12/1/30 11/10/00 2,508.24
30 YR DEAL COUNTRYWIDE 6261808 657,210.39 8.5 1/1/31 11/28/00 5,105.59
30 YR DEAL COUNTRYWIDE 6262305 988,822.37 8.375 12/1/30 11/21/00 7,600.73
30 YR DEAL COUNTRYWIDE 6262306 276,915.69 8.125 1/1/31 12/12/00 2,079.00
30 YR DEAL COUNTRYWIDE 6262762 827,007.20 8.125 3/1/31 1/30/01 6,199.86
30 YR DEAL COUNTRYWIDE 6262971 420,544.77 8.375 1/1/31 12/14/00 3,230.31
30 YR DEAL COUNTRYWIDE 6263452 790,041.95 7.5 1/1/31 12/14/00 5,593.72
30 YR DEAL COUNTRYWIDE 6263644 400,832.02 8.125 2/1/31 1/4/01 3,007.12
30 YR DEAL COUNTRYWIDE 6263866 702,859.67 7.875 3/1/31 2/15/01 5,148.00
30 YR DEAL COUNTRYWIDE 6263868 1,089,246.01 7.625 4/1/31 3/22/01 7,785.74
30 YR DEAL COUNTRYWIDE 6263877 743,594.06 8.125 1/1/31 12/28/00 5,583.58
30 YR DEAL COUNTRYWIDE 6264060 337,389.06 7.5 2/1/31 1/12/01 2,386.84
30 YR DEAL COUNTRYWIDE 6264196 593,671.03 8 2/1/31 1/19/01 4,402.59
30 YR DEAL COUNTRYWIDE 6264664 609,651.03 7.75 3/1/31 2/24/01 4,413.10
30 YR DEAL COUNTRYWIDE 6265540 296,835.45 8 2/1/31 1/30/01 2,201.30
30 YR DEAL COUNTRYWIDE 6266014 559,520.74 7.875 3/1/31 2/14/01 4,181.84
30 YR DEAL COUNTRYWIDE 6266022 494,990.87 7.5 4/1/31 2/28/01 3,496.08
30 YR DEAL COUNTRYWIDE 6266394 427,878.89 7.75 4/1/31 3/20/01 3,094.91
30 YR DEAL COUNTRYWIDE 6266397 971,346.65 8 3/1/31 2/15/01 7,337.65
30 YR DEAL COUNTRYWIDE 6266416 395,877.28 7.75 3/1/31 2/16/01 2,865.65
30 YR DEAL COUNTRYWIDE 6266487 112,972.41 8.125 5/1/31 4/6/01 846.45
30 YR DEAL COUNTRYWIDE 6266524 292,816.71 8 4/1/31 3/10/01 2,168.28
30 YR DEAL COUNTRYWIDE 6266532 497,282.72 8 7/1/31 6/7/01 3,704.05
30 YR DEAL COUNTRYWIDE 6266554 547,787.15 8 6/1/31 5/31/01 4,050.39
30 YR DEAL COUNTRYWIDE 6266665 495,390.76 7.5 5/1/31 4/24/01 3,496.08
30 YR DEAL COUNTRYWIDE 6266674 124,177.12 7.625 4/1/31 3/14/01 888.64
30 YR DEAL COUNTRYWIDE 6266844 483,716.76 7.75 5/1/31 4/17/01 3,496.10
30 YR DEAL COUNTRYWIDE 6267325 443,620.21 7.625 4/1/31 3/29/01 3,170.92
30 YR DEAL COUNTRYWIDE 6267496 42,550.03 7.75 6/1/31 5/30/01 307.35
30 YR DEAL COUNTRYWIDE 6267826 618,069.34 7.375 3/1/31 2/23/01 4,316.72
30 YR DEAL COUNTRYWIDE 6268024 350,810.40 7.75 5/1/31 4/6/01 2,536.10
30 YR DEAL COUNTRYWIDE 6268114 331,724.93 7.625 4/1/31 3/21/01 2,371.11
30 YR DEAL COUNTRYWIDE 6268744 407,925.69 7.375 3/1/31 2/28/01 2,849.04
30 YR DEAL COUNTRYWIDE 6269694 376,527.73 7.75 5/1/31 4/5/01 2,722.37
30 YR DEAL COUNTRYWIDE 6269949 321,883.83 7.5 5/1/31 3/27/01 2,272.45
30 YR DEAL COUNTRYWIDE 6269988 316,775.92 7.375 5/1/31 4/2/01 2,210.17
30 YR DEAL COUNTRYWIDE 6270615 311,787.13 7.125 5/1/31 4/27/01 2,122.21
30 YR DEAL COUNTRYWIDE 6270781 461,707.40 8.375 6/1/31 5/17/01 3,534.34
30 YR DEAL COUNTRYWIDE 6272490 359,512.06 7.125 6/1/31 5/7/01 2,444.26
30 YR DEAL COUNTRYWIDE 6274900 92,761.92 7.5 6/1/31 5/29/01 654.12
30 YR DEAL COUNTRYWIDE 6275820 580,115.91 7.875 6/1/31 5/18/01 4,241.66
30 YR DEAL COUNTRYWIDE 6275839 488,844.05 8.375 7/1/31 6/8/01 3,739.56
30 YR DEAL COUNTRYWIDE 6276327 387,235.29 7.875 7/1/31 5/29/01 2,827.78
30 YR DEAL COUNTRYWIDE 6276705 1,519,420.49 8 7/1/31 6/1/01 11,226.60
30 YR DEAL COUNTRYWIDE 6276946 553,562.99 7 6/1/31 5/23/01 3,742.33
30 YR DEAL COUNTRYWIDE 6277449 555,056.29 7.5 6/1/31 5/11/01 3,915.60
30 YR DEAL COUNTRYWIDE 6277998 595,420.90 8 6/1/31 5/31/01 4,402.59
30 YR DEAL COUNTRYWIDE 6532614 620,868.91 7.125 8/1/29 4/30/99 4,308.10
30 YR DEAL COUNTRYWIDE 6653134 531,921.73 8.375 1/1/27 12/13/96 4,256.41
30 YR DEAL COUNTRYWIDE 6657138 298,772.22 7.875 1/1/27 12/13/96 2,291.22
30 YR DEAL COUNTRYWIDE 6669982 262,692.88 7.25 1/1/27 12/24/96 1,908.73
30 YR DEAL COUNTRYWIDE 6678690 1,573,273.63 7.25 1/1/27 12/24/96 11,426.46
30 YR DEAL COUNTRYWIDE 6698109 264,695.19 7.75 2/1/27 12/30/96 2,005.96
30 YR DEAL COUNTRYWIDE 7005418 330,856.78 7.25 2/1/27 1/24/97 2,401.27
30 YR DEAL COUNTRYWIDE 7146279 485,076.34 7.375 1/1/27 4/3/96 3,563.89
30 YR DEAL COUNTRYWIDE 7760280 38,265.23 6.75 12/1/26 11/15/96 269.50
30 YR DEAL COUNTRYWIDE 8048521 391,531.41 7.75 5/1/27 4/2/97 2,957.35
30 YR DEAL COUNTRYWIDE 8057385 295,121.28 7.5 5/1/27 4/7/97 2,180.92
30 YR DEAL WELLS FARGO 8342556 108,173.73 7.875 11/1/30 11/1/00 794.75
30 YR DEAL WELLS FARGO 8399522 395,806.79 9.125 12/1/30 12/1/00 3,254.53
30 YR DEAL WELLS FARGO 8421827 114,683.06 7.625 2/1/31 2/1/01 821.04
30 YR DEAL WELLS FARGO 8438617 41,934.55 9 2/1/31 2/1/01 340.36
30 YR DEAL WELLS FARGO 8491802 76,125.16 7.25 3/1/31 3/1/01 525.28
30 YR DEAL WELLS FARGO 8553167 143,790.46 6.75 4/1/31 4/1/01 946.31
30 YR DEAL WELLS FARGO 8554212 95,038.22 7.5 4/1/31 4/1/01 671.25
30 YR DEAL WELLS FARGO 8576417 272,376.73 7.75 4/1/31 4/1/01 1,970.13
30 YR DEAL WELLS FARGO 8623196 272,384.62 6.875 6/1/31 6/1/01 1,806.55
30 YR DEAL WELLS FARGO 8665493 150,659.46 7.125 9/1/31 9/1/01 1,021.69
30 YR DEAL WELLS FARGO 8671417 272,626.11 7.375 6/1/31 6/1/01 1,899.36
30 YR DEAL WELLS FARGO 8708852 101,639.82 7.5 6/1/31 6/1/01 734.18
30 YR DEAL WELLS FARGO 8742972 101,709.53 7.375 6/1/31 6/1/01 794.28
30 YR DEAL WELLS FARGO 8744343 206,326.56 7.25 7/1/31 7/1/01 1,418.89
30 YR DEAL WELLS FARGO 8746386 982,086.75 7.375 6/1/31 6/1/01 6,906.75
30 YR DEAL WELLS FARGO 8753213 77,293.14 7.125 6/1/31 6/1/01 525.50
30 YR DEAL WELLS FARGO 8754170 133,580.35 8.625 7/1/31 7/1/01 1,045.35
30 YR DEAL WELLS FARGO 8770660 50,716.40 7.25 10/1/31 10/1/01 347.91
30 YR DEAL WELLS FARGO 8778226 146,377.80 7.5 7/1/31 7/1/01 1,034.31
30 YR DEAL COUNTRYWIDE 8778784 355,412.47 7.375 6/1/27 5/6/97 2,596.94
30 YR DEAL WELLS FARGO 8874817 261,676.24 7.25 9/1/31 9/1/01 1,796.55
30 YR DEAL WELLS FARGO 8885146 182,643.76 6.5 9/1/31 9/1/01 1,163.01
30 YR DEAL WELLS FARGO 9000132 212,649.76 7.75 5/1/26 5/1/01 1,631.51
30 YR DEAL WELLS FARGO 9001133 98,808.13 7.375 2/1/31 2/1/01 690.68
30 YR DEAL WELLS FARGO 9001389 166,118.07 8 2/1/31 2/1/01 1,232.73
30 YR DEAL WELLS FARGO 9002138 24,084.90 8.5 4/1/31 4/1/01 189.93
30 YR DEAL WELLS FARGO 9003096 58,688.59 9 2/1/31 2/1/01 476.34
30 YR DEAL WELLS FARGO 9003204 100,137.31 8.5 2/1/31 2/1/01 781.99
30 YR DEAL WELLS FARGO 9003243 78,553.78 8.875 2/1/31 2/1/01 635.72
30 YR DEAL WELLS FARGO 9003727 107,958.79 8.5 2/1/31 2/1/01 838.12
30 YR DEAL WELLS FARGO 9004865 111,572.75 9.5 2/1/31 2/1/01 945.54
30 YR DEAL WELLS FARGO 9005914 83,346.08 8.5 2/1/31 2/1/01 647.05
30 YR DEAL WELLS FARGO 9014790 141,495.17 8.75 2/1/31 2/1/01 1,123.41
30 YR DEAL WELLS FARGO 9016949 40,146.83 8.75 3/1/31 3/1/01 319.40
30 YR DEAL WELLS FARGO 9017477 160,555.98 9.5 12/1/30 12/1/00 1,362.19
30 YR DEAL WELLS FARGO 9021476 43,880.82 10 1/1/31 1/1/01 391.84
30 YR DEAL WELLS FARGO 9048620 163,113.87 8.5 1/1/31 1/1/01 1,267.17
30 YR DEAL WELLS FARGO 9056307 126,716.96 9 1/1/31 1/1/01 1,029.12
30 YR DEAL WELLS FARGO 9059480 217,996.26 8.375 3/1/31 3/1/01 1,672.16
30 YR DEAL WELLS FARGO 9071109 93,624.04 8.5 4/1/31 4/1/01 725.86
30 YR DEAL WELLS FARGO 9071447 121,512.26 9.5 3/1/31 3/1/01 1,029.21
30 YR DEAL WELLS FARGO 9073460 113,929.32 8.75 3/1/31 3/1/01 903.92
30 YR DEAL WELLS FARGO 9086652 268,290.18 8.75 2/1/31 2/1/01 2,130.00
30 YR DEAL WELLS FARGO 9185852 20,926.17 8.75 11/1/31 11/1/01 165.21
30 YR DEAL WELLS FARGO 9209840 293,176.38 7.75 4/1/31 4/1/01 2,120.58
30 YR DEAL WELLS FARGO 9212878 206,537.23 8.5 4/1/31 4/1/01 1,601.27
30 YR DEAL WELLS FARGO 9227792 76,609.90 7.5 5/1/31 5/1/01 542.59
30 YR DEAL WELLS FARGO 9232892 148,095.43 7.875 3/1/31 3/1/01 1,084.71
30 YR DEAL WELLS FARGO 9235569 114,524.26 8.75 3/1/31 3/1/01 908.64
30 YR DEAL WELLS FARGO 9235835 63,797.31 8.5 2/1/31 2/1/01 505.95
30 YR DEAL WELLS FARGO 9263174 135,084.25 8.625 6/1/31 6/1/01 1,057.80
30 YR DEAL WELLS FARGO 9268598 354,534.85 8.5 6/1/31 6/1/01 2,745.03
30 YR DEAL WELLS FARGO 9280274 53,666.90 9.5 5/1/31 5/1/01 454.07
30 YR DEAL COUNTRYWIDE 9285367 80,896.75 8.625 7/1/27 6/17/97 661.13
30 YR DEAL WELLS FARGO 9285392 547,650.73 7.75 5/1/31 5/1/01 3,958.18
30 YR DEAL WELLS FARGO 9289592 596,358.78 7.5 9/1/31 9/1/01 4,195.29
30 YR DEAL WELLS FARGO 9294373 23,048.75 7.75 8/1/31 8/1/01 166.21
30 YR DEAL WELLS FARGO 9309540 115,193.13 7.75 6/1/31 6/1/01 832.83
30 YR DEAL WELLS FARGO 9311873 283,923.41 8.25 6/1/31 6/1/01 2,148.63
30 YR DEAL COUNTRYWIDE 9398885 43,515.29 6.95 11/1/25 10/24/95 313.72
30 YR DEAL COUNTRYWIDE 9398967 41,765.12 6.95 11/1/25 10/4/95 300.52
30 YR DEAL COUNTRYWIDE 9399049 35,550.62 5.25 8/1/25 7/28/95 220.89
(TABLE CONTINUED)
Group Occupancy Property Type OLTV Documentation Address
-------------------------------------------------------------------------------------------------------------------------
30 YR DEAL Owner Occupied Single Family 71.9 Full Documentation 7301 WHARTON LN
30 YR DEAL Owner Occupied Single Family 79.2 Full Documentation 26047 MCCUTCHEONVILLE RD
30 YR DEAL Owner Occupied Single Family 102 Full Documentation 156 US ROUTE
30 YR DEAL Owner Occupied Single Family 89.9 Full Documentation 22 LOUDON HEIGHTS
30 YR DEAL Owner Occupied Single Family 62.5 Full Documentation 264 BARTON SHORE DR
30 YR DEAL Owner Occupied Single Family 73.9 Full Documentation 6112 PENFIELD LN
30 YR DEAL Owner Occupied Single Family 87.2 Full Documentation 6335 ALISSA LN
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 8509 TWILIGHT TEAR LN
30 YR DEAL Owner Occupied Single Family 49.1 Full Documentation 2579 OLDE BROOKSIDE RD
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 4755 14TH ST
30 YR DEAL Owner Occupied Single Family 75 Full Documentation 75995 OVERSEAS HIGHWAY
30 YR DEAL Owner Occupied Single Family 90 Full Documentation 150 VINE ST
30 YR DEAL Owner Occupied PUD 77.6 Full Documentation 4787 RIVERFRONT PL
30 YR DEAL Owner Occupied Single Family 100 Full Documentation 26 GLEN DR
30 YR DEAL Owner Occupied Single Family 90 Full Documentation 6100 ASHTON CT
30 YR DEAL Owner Occupied Single Family 75.9 Full Documentation 5590 LANCASTER-CIRCLEVILLE RD
30 YR DEAL Owner Occupied PUD 56.8 Full Documentation 24 COLUMBIA KEY
30 YR DEAL Owner Occupied Condo 74.4 Full Documentation 80707 CHERRY HILL
30 YR DEAL Owner Occupied Condo 103.3 Full Documentation 4 CRESTWOOD DR
30 YR DEAL Owner Occupied Single Family 73.9 Full Documentation 984 N 500 W
30 YR DEAL Owner Occupied Single Family 79.9 Full Documentation 4099 SWAN LAKE RD
30 YR DEAL Owner Occupied PUD 80 Full Documentation 15792 ASHVILLE LN
30 YR DEAL Second Home Single Family 84.6 Full Documentation 400 LAKE AVE
30 YR DEAL Owner Occupied Single Family 77.8 Full Documentation 301 E BROAD
30 YR DEAL Owner Occupied Single Family 77.8 Full Documentation 217 BELLA BELLA
30 YR DEAL Owner Occupied Single Family 62.3 Full Documentation 8975 DUBLIN RD
30 YR DEAL Owner Occupied Single Family 52.5 Full Documentation 3294 ERIE AVE
30 YR DEAL Owner Occupied Condo 64.5 Full Documentation 909 E NEWTON UNIT A2
30 YR DEAL Owner Occupied Single Family 71.4 Full Documentation 6206 WILDWOOD LANE
30 YR DEAL Owner Occupied PUD 100.2 Full Documentation 5923 DEANE DRIVE
30 YR DEAL Owner Occupied PUD 85.7 Full Documentation 14707 136TH AVE E
30 YR DEAL Owner Occupied Single Family 33.8 Full Documentation 203 MILL STREET
30 YR DEAL Owner Occupied Townhouse 100 Full Documentation 2200 BAILEY R
30 YR DEAL Owner Occupied PUD 75 Full Documentation 4043 NORTHWEST THUNDER CREST
30 YR DEAL Owner Occupied 2-4 Family 80 Full Documentation 57 VIKING V
30 YR DEAL Second Home Condo 75 Full Documentation 618 MOUNTAIN VILLAGE BLVD 301
30 YR DEAL Owner Occupied Single Family 102 Full Documentation 105 JINGLEVILLE RD
30 YR DEAL Second Home PUD 72.3 Full Documentation 13140 COMINITO RAMILLETTE
30 YR DEAL Second Home Single Family 92 Full Documentation 9820 KOPACHUCK DRIVE NW
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 1120 N HOUSTON DRIVE
30 YR DEAL Owner Occupied Single Family 75 Full Documentation 303 KINFOLK
30 YR DEAL Owner Occupied PUD 90 Full Documentation 3492 COURTLAND DR
30 YR DEAL Owner Occupied Single Family 63.8 Full Documentation 1210 SW MYRTLE DR
30 YR DEAL Owner Occupied Single Family 77.3 Full Documentation 3612 STANFORD
30 YR DEAL Owner Occupied Single Family 100 Full Documentation LOT 2 COUNTRY CLUB ROAD
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 508 MANOR BROOK DR
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 1 VALLEY VIEW COURT
30 YR DEAL Owner Occupied Single Family 84.5 Full Documentation 1010 LONE TREE COURT
30 YR DEAL Owner Occupied Single Family 99.4 Full Documentation 1289 LAKEHURST DRIVE NORTHWEST
30 YR DEAL Owner Occupied Single Family 74.1 Full Documentation 15221 GROVEWOOD AVENUE
30 YR DEAL Owner Occupied Single Family 39.3 Cash On Hand 3136 RIVER ROAD S
30 YR DEAL Owner Occupied PUD 68.5 Alternate Doc 10421 NW BURKHARDT COURT
30 YR DEAL Owner Occupied 2-4 Family 70.3 Full Documentation 108110 BISHOP AVENUE
30 YR DEAL Owner Occupied Single Family 83.7 Alternate Doc 14 OLE MUSKET ROAD
30 YR DEAL Missing Single Family 79.9 Missing 2626 W PENICK POINT LANE
30 YR DEAL Missing PUD 56.4 Missing 6280 SW SHERIDAN STREET
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 10538 FALLS CREEK
30 YR DEAL Owner Occupied Single Family 88.8 Alternate Doc 55 NEW SCOTLAND SOUTH ROAD
30 YR DEAL Owner Occupied Single Family 102.3 Alternate Doc 113 OAKLAND AVENUE
30 YR DEAL Missing PUD 74.2 Missing 30 CRESCENT KEY
30 YR DEAL Missing PUD 77.6 Missing 7196 SW ASCOT COURT
30 YR DEAL Missing Single Family 82.2 Missing 4001 JANET LEE CIRCLE
30 YR DEAL Owner Occupied Single Family 67.2 Full Documentation 2214 E. CRESCENT DRIVE
30 YR DEAL Owner Occupied Single Family 74.8 Alternate Doc 1930 COUNTY LINE ROAD
30 YR DEAL Missing Single Family 42.4 Missing 20 GRANDIN LANE
30 YR DEAL Missing Single Family 92.6 Missing 140 SOARING HAWK LANE
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 13 WOODS HILL ROAD
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 1845 TWIN OAKS DRIVE
30 YR DEAL Second Home Single Family 72 Alternate Doc 125 WHISPERING PINES ROAD
30 YR DEAL Missing Single Family 76.8 Missing 4620 NORTH BANTRY PLACE
30 YR DEAL Owner Occupied Single Family 78.7 Alternate Doc 2845 SW BUCHAREST COURT
30 YR DEAL Missing Single Family 80 Missing 7887 KINSMAN RD
30 YR DEAL Missing PUD 90.6 Missing 3994 CALGARY COURT
30 YR DEAL Owner Occupied Single Family 99.7 Alternate Doc 46 TRADITIONAL LANE
30 YR DEAL Owner Occupied Single Family 79.6 Alternate Doc RR 2 BOX 513A
30 YR DEAL Missing Single Family 64.2 Missing 440 BEAVER MEADOW ROAD
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 4820 SLAYDEN ROAD NE
30 YR DEAL Owner Occupied Single Family 90 Full Documentation 3400 OAKHILL COURT
30 YR DEAL Missing Single Family 74.1 Missing 31 FROSWICK AVENUE
30 YR DEAL Owner Occupied Single Family 61.4 Alternate Doc 726 LE BRUN ROAD
30 YR DEAL Owner Occupied Single Family 78.6 Full Documentation 40 BROAD COVE ROAD
30 YR DEAL Missing Single Family 79.4 Missing 6119 YEAZELL WAY ROAD KPS
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 10354 COUNTY R
30 YR DEAL Owner Occupied PUD 55.6 Alternate Doc 27524 RIVERBANK DRIVE
30 YR DEAL Owner Occupied 2-4 Family 74 Full Documentation 3546 135TH ST
30 YR DEAL Non-Owner Occupied Single Family 88.9 Full Documentation 10 TALBOT COURT
30 YR DEAL Owner Occupied Single Family 89.2 Full Documentation 93 SOUTHERN PARKWAY
30 YR DEAL Owner Occupied PUD 61.3 Alternate Doc 6630 EAST CABALLO DRIVE
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 4235 S BELLAIRE CIRCLE
30 YR DEAL Owner Occupied Single Family 78.7 Alternate Doc 24920 110TH AVENUE EAST
30 YR DEAL Second Home PUD 80 Alternate Doc 5150 HIGH RIDGE ROAD
30 YR DEAL Missing Single Family 102 Missing BOX 160 ERIEVILLE ROAD
30 YR DEAL Owner Occupied Single Family 102 Alternate Doc 4513 BROADBUSH DRIVE
30 YR DEAL Missing Single Family 40 Missing 840 NW POWHATAN TERRACE
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 3525 BROOKWOOD MEADOW
30 YR DEAL Owner Occupied Single Family 75.2 Full Documentation 625 LAMPARD RD
30 YR DEAL Missing Single Family 101.7 Missing 7125 N OMAHA AVENUE
30 YR DEAL Owner Occupied Single Family 26.1 Alternate Doc 3025 ROUNDWOOD ROAD
30 YR DEAL Owner Occupied Single Family 60.2 Alternate Doc 6991 KINGSCOTE PARK DRIVE
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 9148 ROLLING HILL
30 YR DEAL Second Home Single Family 90 Full Documentation 610 FOREST D
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 7830 PROVIDENCE-NEAPOLIS RD.
30 YR DEAL Owner Occupied Single Family 79.4 Full Documentation 10449 SOUTH CANYON OAKS CIRCLE
30 YR DEAL Owner Occupied Single Family 75 Full Documentation 13412 S. LOVERS LANE
30 YR DEAL Owner Occupied Single Family 73.8 Alternate Doc 12929 N.W. LAIDLAW ROAD
30 YR DEAL Owner Occupied Single Family 31.6 Full Documentation 2237 NORTHSHORE RD
30 YR DEAL Owner Occupied Single Family 100.9 Full Documentation 21 AURORA STREET
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 2914 RIVA RIDGE ROAD
30 YR DEAL Owner Occupied Single Family 69.5 Alternate Doc 4359 BROMFIELD CIRCLE
30 YR DEAL Owner Occupied Single Family 102 Full Documentation 6244 BARTZ ROAD
30 YR DEAL Owner Occupied Single Family 54.8 Full Documentation 11940 S. HIDDEN CANYON LANE
30 YR DEAL Owner Occupied Single Family 90 Full Documentation 267 FRANKLIN AVENUE
30 YR DEAL Owner Occupied Single Family 76.8 Alternate Doc 3333 GREENLEAF BLVD
30 YR DEAL Owner Occupied Single Family 79.3 Full Documentation 49 SUNSET BLVD
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 9220 25TH AVE. NW
30 YR DEAL Owner Occupied Single Family 102 Full Documentation NUMBER FOUR ROAD
30 YR DEAL Owner Occupied Single Family 75 Alternate Doc SOMERSET AVENUE
30 YR DEAL Owner Occupied Single Family 78.8 Full Documentation 11196 S. IVY CREEK COVE
30 YR DEAL Owner Occupied Single Family 74.7 Alternate Doc 36 BROADWAY
30 YR DEAL Owner Occupied Single Family 29.5 Full Documentation 2821 SELKIRK COURT
30 YR DEAL Owner Occupied Single Family 58.9 Full Documentation 1351 EAST PERRY'S HOLLOW DR
30 YR DEAL Owner Occupied Single Family 61.3 Full Documentation 6020 SE 77TH AVE
30 YR DEAL Owner Occupied Single Family 61.8 Full Documentation 128 SINCAVICH RD
30 YR DEAL Missing Single Family 100 Missing 3614 WEST 49TH STREET
30 YR DEAL Owner Occupied Single Family 90 Full Documentation NARROWS POND ROAD
30 YR DEAL Owner Occupied PUD 79 Full Documentation 25 S. SNOWSTAR LANE
30 YR DEAL Owner Occupied Single Family 43.9 Alternate Doc 10149 CEDAR ROAD
30 YR DEAL Owner Occupied Condo 98.7 Full Documentation 1076 #26 WORTHINGTON WOODS BOU
30 YR DEAL Owner Occupied Single Family 77.2 Full Documentation 22015 NE 137TH STREET
30 YR DEAL Owner Occupied Single Family 99 Full Documentation 921 QUINCY COURT
30 YR DEAL Owner Occupied Single Family 101.9 Full Documentation 427 RENSSELAER ROAD
30 YR DEAL Owner Occupied Single Family 29.8 Full Documentation 3615 EVERGREEN POINT RD
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 4745 S 975 E
30 YR DEAL Owner Occupied Single Family 101.9 Full Documentation 140 MAIN ST
30 YR DEAL Owner Occupied Single Family 100.2 Full Documentation 1327 BAKER AVENUE
30 YR DEAL Owner Occupied Single Family 79.9 Full Documentation 658 ST. ANNES DRIVE
30 YR DEAL Owner Occupied Single Family 80.7 Alternate Doc 7 MAYFLOWER ROAD
30 YR DEAL Owner Occupied Single Family 101.6 Full Documentation 3790 MIDWAY AVE. NE
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 5606 GOLF CREEK DR.
30 YR DEAL Owner Occupied Single Family 56.3 Alternate Doc 2097 CHAGRIN RIVER RD
30 YR DEAL Owner Occupied Single Family 102 Full Documentation 206 E. CHERRY STREET
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 16 SOUTHERN PARKWAY
30 YR DEAL Second Home Single Family 55.6 Full Documentation 631 PECONIC BAY BLVD.
30 YR DEAL Second Home Single Family 70 Full Documentation LOT 6 S DREWS LAKE
30 YR DEAL Second Home Condo 77.8 Alternate Doc 9566 GULF SHORE DR #203
30 YR DEAL Owner Occupied Single Family 77.2 Full Documentation 32942 LAKE ROAD
30 YR DEAL Second Home Single Family 65.6 Alternate Doc NY STATE ROUTE 8
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 17116 SHAKER BLVD.
30 YR DEAL Second Home PUD 80 Full Documentation 6086&6088 VILLAGE ON THE GREEN
30 YR DEAL Owner Occupied Condo 80 Alternate Doc 2125 WESTERN AVENUE #1
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 2816 NW 126TH AVENUE
30 YR DEAL Owner Occupied Single Family 70.8 Alternate Doc 4959 SHERIDAN DRIVE
30 YR DEAL Owner Occupied Single Family 53.3 Full Documentation 700 SHIRLEY PLANTATION ROAD
30 YR DEAL Owner Occupied Single Family 74.9 Full Documentation 3121 FORD STREET
30 YR DEAL Owner Occupied PUD 80 Full Documentation 10127 NE 66TH LANE
30 YR DEAL Owner Occupied Single Family 76.3 Full Documentation 9345 FAUNTLEROY WAY SOUTHWEST
30 YR DEAL Owner Occupied PUD 69.8 Full Documentation 8209 NORTH THORNE LANE
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 116 MARSHALL ROAD
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 20 EMERSON STREET
30 YR DEAL Owner Occupied Single Family 99.7 Alternate Doc 343 MICHIGAN AVENUE
30 YR DEAL Owner Occupied Single Family 88.4 Full Documentation 1 KOHLSAAT COURT
30 YR DEAL Owner Occupied Single Family 100.2 Alternate Doc 2192 NW 10TH AVENUE
30 YR DEAL Owner Occupied Single Family 97 Full Documentation 6802 LAMBERT
30 YR DEAL Owner Occupied Single Family 25 Alternate Doc 819 W LEE STREET
30 YR DEAL Owner Occupied PUD 74 Alternate Doc 48400 MIRADOR COURT
30 YR DEAL Owner Occupied Single Family 64.8 Full Documentation 5177 LOWER HONOAPIILANI ROAD
30 YR DEAL Owner Occupied Single Family 25.4 Full Documentation 14660 NW ROCK CREEK RD
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 1010 BOTANICAL HEIGHTS CIRCLE
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 14 STONE BRIDGE ROAD
30 YR DEAL Owner Occupied Single Family 75 Full Documentation 9 HORSESHOE ROAD
30 YR DEAL Owner Occupied Single Family 83.8 Alternate Doc 4800 SPORTSMAN DRIVE
30 YR DEAL Second Home Condo 50.8 Alternate Doc 1299 MIDDLE GULF DR
30 YR DEAL Owner Occupied Single Family 88.3 Full Documentation 247 SOUTH FOREST STREET
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 17478 LAKE HAVEN DR.
30 YR DEAL Owner Occupied Condo 100.3 Full Documentation 927 132ND STREET SW UNIT D6
30 YR DEAL Owner Occupied Single Family 70 Full Documentation 4575 53RD AVENUE SW
30 YR DEAL Owner Occupied PUD 73.5 Alternate Doc 7119 SILVER MOON LANE
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 260 STEWART AVE.
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 8185 THACKERAY COURT
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 10512 119TH AVENUE COURT KPN
30 YR DEAL Missing PUD 97.9 Missing 29280 REGENCY CIRCLE
30 YR DEAL Owner Occupied Single Family 90 Alternate Doc 3402 EAST EASTMAN AVENUE
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 21865 BOONES BOROUGH DRIVE
30 YR DEAL Missing Single Family 80 Missing 2700 WEST PARK BOULEVARD
30 YR DEAL Owner Occupied Single Family 74.1 Full Documentation 4838 SW LEDROIT PLACE
30 YR DEAL Owner Occupied Single Family 72.2 Alternate Doc 209 BANNISTER STREET
30 YR DEAL Owner Occupied Single Family 71.8 Alternate Doc 9915 LARKIN ROAD
30 YR DEAL Missing PUD 57.7 Missing 17624 GOLDFINCH LANE
30 YR DEAL Owner Occupied Single Family 38 Alternate Doc 1250 E WATKINS LANE
30 YR DEAL Second Home Single Family 80 Alternate Doc 46106 NE 89TH AVENUE
30 YR DEAL Owner Occupied PUD 90 Full Documentation 6519 NEVILLE COURT
30 YR DEAL Owner Occupied Single Family 71 Full Documentation 11548 KEMPERWOOD DR
30 YR DEAL Owner Occupied Single Family 90 Alternate Doc 3709 FAWN RUN DR
30 YR DEAL Owner Occupied PUD 68 Alternate Doc 1303 E BRIGHTWATER LANE
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 17216 EDGEWATER DR
30 YR DEAL Missing Condo 80 Missing 425 BEACH ROAD #1
30 YR DEAL Missing Single Family 70.3 Missing 1833 NORTHSHORE ROAD
30 YR DEAL Missing Single Family 79.3 Missing 224 MANSON VIEW DRIVE
30 YR DEAL Owner Occupied Single Family 81 Full Documentation 406 COMSTOCK PLACE
30 YR DEAL Second Home PUD 80 Full Documentation 379 DEEP NECK RD
30 YR DEAL Owner Occupied Condo 52.7 Full Documentation 14 SUNRISE CAY DR
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 6020 W MERCER WAY
30 YR DEAL Owner Occupied Condo 103.5 Full Documentation 14725 NE 32ND ST #B-106
30 YR DEAL Owner Occupied Single Family 92.2 Full Documentation 3025 SILVER LAKE BLVD
30 YR DEAL Owner Occupied Single Family 79.6 Full Documentation ROUTE 93 THE LOVELL RD
30 YR DEAL Owner Occupied Single Family 93.2 Full Documentation 2 ETON CT
30 YR DEAL Owner Occupied Single Family 79.4 Full Documentation 9465 WHITEGATE LN
30 YR DEAL Owner Occupied Single Family 50 Full Documentation 4 EAST RIDGE ROAD
30 YR DEAL Owner Occupied Single Family 69.7 Full Documentation 3212 W VIEWMONT WAY W
30 YR DEAL Owner Occupied Single Family 88.6 Full Documentation 2047 W LANE AVE
30 YR DEAL Owner Occupied Single Family 90 Full Documentation 3497 MAPLETHORPE LN
30 YR DEAL Second Home Condo 98.6 Full Documentation 403 MAIN ST #207N
30 YR DEAL Owner Occupied Single Family 86.3 Full Documentation 3760 THURGOOD AVENUE
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 4622 SOUTHWEST GREENHILLS WAY
30 YR DEAL Owner Occupied Single Family 88.5 Full Documentation 2326 EAST 89TH STREET
30 YR DEAL Owner Occupied Single Family 67.4 Full Documentation 37 WEST LAKE STREET
30 YR DEAL Owner Occupied PUD 76.5 Full Documentation 8944 BAY BREEZE LN
30 YR DEAL Owner Occupied Single Family 73.7 Full Documentation 11500 RIVERA PLACE
30 YR DEAL Owner Occupied PUD 70.6 Full Documentation 4520 177TH AVE SE
30 YR DEAL Owner Occupied PUD 80 Full Documentation 7507 GREENSTONE TRAIL
30 YR DEAL Second Home Single Family 40.5 Full Documentation 544 OCEAN AVE
30 YR DEAL Owner Occupied Single Family 61.2 Full Documentation 4230 SW TORR LN
30 YR DEAL Owner Occupied Single Family 75.6 Full Documentation 2 WESTERN DR
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 40 BRANDON CT
30 YR DEAL Owner Occupied Single Family 34.4 Full Documentation 13535 NORTHSHIRE RD NW
30 YR DEAL Owner Occupied Single Family 90 Full Documentation 1204 LEON ST
30 YR DEAL Owner Occupied 2-4 Family 66 Full Documentation 3 BOLAND D
30 YR DEAL Owner Occupied Single Family 99.6 Full Documentation ROUTE 15
30 YR DEAL Owner Occupied Single Family 84.3 Full Documentation 1330 BRIARCLIFFE DR
30 YR DEAL Owner Occupied Single Family 68 Full Documentation 10801 LAKE OTIS PARKWAY
30 YR DEAL Owner Occupied PUD 90 Full Documentation 8028 CHESTERSHIRE DRIVE
30 YR DEAL Owner Occupied Single Family 61.4 Full Documentation 147 GURNEY ST
30 YR DEAL Owner Occupied Single Family 62.8 Full Documentation 5657 SE 171ST AVE
30 YR DEAL Owner Occupied Single Family 74.8 Full Documentation 181 CENTER'S POINT RD
30 YR DEAL Owner Occupied Single Family 61.9 Full Documentation 11100 BIRCH POINTE RD
30 YR DEAL Second Home Single Family 80 Full Documentation 1497 HEATHERD
30 YR DEAL Owner Occupied Single Family 70 Full Documentation 419 NE 2ND A
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 100 BOND ST
30 YR DEAL Owner Occupied Single Family 90 Full Documentation 5837 NW 123RD
30 YR DEAL Owner Occupied Single Family 102 Full Documentation 2786 1ST STREET
30 YR DEAL Owner Occupied Single Family 99.33 Alternate Doc 2527 NADYNE DRIVE
30 YR DEAL Owner Occupied PUD 80 Full Documentation 2234 E BLUESTEM LANE
30 YR DEAL Owner Occupied Single Family 109.3 Streamlined 6470 SALMON CREEK ROAD
30 YR DEAL Owner Occupied Single Family 74.6 Full Documentation 220 GOLDEN BEACH DRIVE
30 YR DEAL Owner Occupied Single Family 74.1 Alternate Doc 5820 E TWIN CREEK ROAD
30 YR DEAL Owner Occupied Single Family 96 Full Documentation 177 SMUTTY LANE ROAD
30 YR DEAL Owner Occupied Single Family 100.7 Full Documentation 100 LAWLOR LANE
30 YR DEAL Second Home Single Family 75.9 Alternate Doc 100 SCHRAFT CIRCLE
30 YR DEAL Second Home Single Family 61.9 Full Documentation 94 GENOES POINT ROAD
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 3707 SULPHUR SPRINGS ROAD
30 YR DEAL Owner Occupied PUD 86.8 Alternate Doc 27090 COURTLAND MEADOWS
30 YR DEAL Owner Occupied Condo 97.6 Alternate Doc 27469 149TH AVENUE SE UNIT 48
30 YR DEAL Owner Occupied Single Family 72.9 Alternate Doc 2660 LOYOLA CIRCLE NW
30 YR DEAL Owner Occupied Condo 77.2 Alternate Doc 101 N MAIN ST #903A & 903B
30 YR DEAL Owner Occupied Condo 80 Alternate Doc 2200 FALLEN OAKS
30 YR DEAL Owner Occupied Single Family 104.7 Full Documentation 232 HEWITT AVENUE, C/O
30 YR DEAL Owner Occupied PUD 47 Full Documentation 27787 CAMARGO DRIVE
30 YR DEAL Owner Occupied Single Family 65.6 Alternate Doc 3816 SPRING VALLEY TRAIL
30 YR DEAL Owner Occupied Single Family 70 Alternate Doc 24400 SE 103RD STREET
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 9420 SOUTHEAST 5TH STREET
30 YR DEAL Owner Occupied Single Family 71.7 Full Documentation 1666 GRASSY LANE
30 YR DEAL Owner Occupied Single Family 55.6 Alternate Doc 25 CROSSWAYS
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 1839 40TH AVENUE EAST
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 909 W. STAFFORD DRIVE
30 YR DEAL Owner Occupied Single Family 19.3 Full Documentation 13535 476TH AVENUE SOUTHEAST
30 YR DEAL Owner Occupied Single Family 76.9 Alternate Doc 5055 TAFT PLACE RD
30 YR DEAL Owner Occupied Single Family 77.9 Full Documentation 10472 MACKENZIE WAY
30 YR DEAL Owner Occupied Single Family 100 Full Documentation 4602 SANDWICH COURT
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 8535 ST IVES PLACE
30 YR DEAL Owner Occupied Single Family 90 Alternate Doc 1241 MARTIN DRIVE
30 YR DEAL Missing Single Family 80 Missing HAWK DRIVE
30 YR DEAL Owner Occupied Single Family 58.8 Alternate Doc 4121 BELLMONT PLACE
30 YR DEAL Owner Occupied Single Family 80 Full Documentation CENTERVILLE TRAIL
30 YR DEAL Owner Occupied Single Family 65.6 Alternate Doc 3820 CHEVIOT WAY SOUTH
30 YR DEAL Owner Occupied Single Family 63.8 Alternate Doc 17147 OLD RIVER ROAD
30 YR DEAL Owner Occupied Single Family 78.7 Alternate Doc 4305 LYON DRIVE
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 17432 DEEPVIEW DR.
30 YR DEAL Owner Occupied Single Family 86.3 Full Documentation ROUTE 5 MERCER ROAD
30 YR DEAL Owner Occupied Single Family 78.8 Full Documentation 15900 BRANCH WATER
30 YR DEAL Second Home PUD 81.5 Full Documentation 18092 SE OLD TRAIL DRIVE
30 YR DEAL Second Home Single Family 80 Alternate Doc 265 TOBIN CREEK
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 54915 COLONIAL RIDGE
30 YR DEAL Owner Occupied Single Family 77.8 Full Documentation 3165 WILLOW LANE
30 YR DEAL Owner Occupied Single Family 64.9 Full Documentation 909 SW SCHAEFFER ROAD
30 YR DEAL Owner Occupied Single Family 55.6 Alternate Doc 1107 LAURELWOOD DRIVE
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 7689 LAKE ROAD
30 YR DEAL Missing Single Family 56.4 Missing 3584 HAMILTON DRIVE
30 YR DEAL Owner Occupied Single Family 77.6 Alternate Doc 58897 RIVER FOREST DRIVE
30 YR DEAL Owner Occupied Single Family 87 Full Documentation WOODS HOLLOW ROAD
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 6993 N SPURWING WAY
30 YR DEAL Owner Occupied Single Family 89.6 Alternate Doc 2394 PETERS ROAD
30 YR DEAL Owner Occupied Single Family 57.6 Full Documentation KISSEE COURT
30 YR DEAL Owner Occupied Single Family 89.3 Full Documentation 1602 WEST 161ST STREET
30 YR DEAL Owner Occupied PUD 79.8 Full Documentation 6949 N SPURWING WAY
30 YR DEAL Owner Occupied Single Family 66.7 Full Documentation 22200 CHINOOK ROAD
30 YR DEAL Owner Occupied Single Family 99.1 Full Documentation 7748 SEWARD PARK AVENUE SOUTH
30 YR DEAL Owner Occupied Single Family 71.6 Full Documentation 386 BEECHNUT HILL
30 YR DEAL Owner Occupied Single Family 71.9 Alternate Doc 7 DIAMOND SOUTH RANCH
30 YR DEAL Second Home Single Family 73.3 Alternate Doc 426 GRANADA GLEN
30 YR DEAL Second Home Single Family 72.4 Alternate Doc 15340 SOUTH SHORE ROAD
30 YR DEAL Owner Occupied Single Family 73.6 Alternate Doc 3594 SW LAKEVIEW BOULEVARD
30 YR DEAL Owner Occupied PUD 44.7 Alternate Doc 10 SHAKER BAY ROAD
30 YR DEAL Owner Occupied Single Family 103 Full Documentation RD #2 BOX 526B ROUTE 199 WEST
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 8631 NATIONAL RD SW
30 YR DEAL Owner Occupied Single Family 101.3 Alternate Doc 14404 TOKAY AVENUE
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 5166 CANTERBURY DRIVE
30 YR DEAL Second Home Condo 77.5 Alternate Doc 8030 FIRST COAST HIGHWAY,#209
30 YR DEAL Owner Occupied Single Family 103 Full Documentation 55 HOOKE ROAD
30 YR DEAL Owner Occupied Single Family 79.9 Alternate Doc 5280 BEAN BLOSSOM ROAD
30 YR DEAL Owner Occupied Single Family 89.9 Full Documentation 12 WILD RUN
30 YR DEAL Owner Occupied Single Family 60 Alternate Doc 1334 JACOBSON BOULEVARD
30 YR DEAL Owner Occupied Single Family 75.7 Alternate Doc 2515 MONTAVISTA PLACE WEST
30 YR DEAL Second Home Single Family 80 Alternate Doc 13164 PERSONS ROAD
30 YR DEAL Owner Occupied Single Family 100.9 Alternate Doc 4096 BELL AVENUE
30 YR DEAL Owner Occupied Condo 80 Full Documentation 1475 WESTHAVEN DRIVE UNIT 36
30 YR DEAL Owner Occupied PUD 80 Full Documentation 727 N MORNINGSIDE WAY
30 YR DEAL Second Home Single Family 80 Alternate Doc 4444 MT. MARIA ROAD
30 YR DEAL Owner Occupied Single Family 102 Full Documentation 10 SHELDON PLACE
30 YR DEAL Second Home PUD 50 Full Documentation 2 MANOR FOREST HIGHLANDS
30 YR DEAL Owner Occupied Single Family 101 Alternate Doc 688 WILLOWBROOK DRIVE
30 YR DEAL Owner Occupied PUD 80 Full Documentation 2631 W CONIFER DRIVE
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 200 E BRAEMERE
30 YR DEAL Missing Single Family 64.3 Missing 14221 SE 266TH STREET
30 YR DEAL Second Home PUD 56 Alternate Doc 10040 E HAPPY VALLEY RD UNIT 1
30 YR DEAL Owner Occupied Single Family 79.4 Alternate Doc 1848 N CLARENDON WAY
30 YR DEAL Owner Occupied Single Family 39.8 Alternate Doc 20 FARMSTEAD LANE
30 YR DEAL Missing Single Family 45.5 Missing 11025 WING POINT WAY
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 12984 MARINER COURT
30 YR DEAL Owner Occupied Single Family 98.1 Full Documentation 1232 NORTH MAIN STREET
30 YR DEAL Missing Single Family 43 Missing 12953 GREENLEAF STREET
30 YR DEAL Owner Occupied Single Family 90 Alternate Doc 30 CLIFF ROAD
30 YR DEAL Owner Occupied Single Family 50 Alternate Doc 3865 W MERCER WAY N.E.
30 YR DEAL Owner Occupied Single Family 71.2 Alternate Doc 5741 SW PATTON ROAD
30 YR DEAL Second Home Single Family 53.9 Alternate Doc 5483 EAST LAKE ROAD
30 YR DEAL Owner Occupied Single Family 95 Alternate Doc 6400 HEISE ROAD T/O CHERYL
30 YR DEAL Owner Occupied Single Family 63.2 Full Documentation 5047 88TH AVENUE SE
30 YR DEAL Owner Occupied Single Family 102 Full Documentation 19331 DUTCH GAP ROAD
30 YR DEAL Owner Occupied PUD 77.2 Alternate Doc 4691 N QUAIL TERRACE PLACE
30 YR DEAL Second Home Single Family 80 Alternate Doc CLUB HILL BOULEVARD
30 YR DEAL Owner Occupied PUD 80 Alternate Doc 9350 W RIVERSIDE DRIVE
30 YR DEAL Owner Occupied Single Family 78.9 Alternate Doc 7859 CAHILL ROAD
30 YR DEAL Owner Occupied Single Family 53.3 Alternate Doc 22056 LAKE RD
30 YR DEAL Owner Occupied Single Family 101.1 Alternate Doc 2305 W SPAULDING STREET
30 YR DEAL Owner Occupied Single Family 79.3 Alternate Doc 63 NEWTOWN ROAD
30 YR DEAL Owner Occupied Single Family 74 Alternate Doc 125 GREENTREE RD
30 YR DEAL Owner Occupied Single Family 52.4 Alternate Doc 5920 HUNT STREET NW
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 2936 NORTHAMPTON ROAD
30 YR DEAL Owner Occupied PUD 102.4 Alternate Doc 12485 W ENGLEMANN DRIVE
30 YR DEAL Owner Occupied Single Family 99.8 Alternate Doc 27471 COBBLESTONE WAY
30 YR DEAL Owner Occupied Single Family 84.9 Alternate Doc 5831 PACKARD LANE NE
30 YR DEAL Owner Occupied Single Family 99.2 Alternate Doc 809 LIBERTY STREET
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 777 ALLENS CREEK ROAD
30 YR DEAL Owner Occupied Single Family 79.3 Alternate Doc 1212 VIA DEL MAR
30 YR DEAL Owner Occupied Single Family 54.9 Full Documentation 7438 W MERCER WAY
30 YR DEAL Owner Occupied Single Family 73.5 Alternate Doc 11744 HILLSIDE DRIVE
30 YR DEAL Owner Occupied PUD 63.5 Alternate Doc 4274 N NINES RIDGE LANE
30 YR DEAL Owner Occupied Single Family 100 Full Documentation 12022 5TH AVENUE NORTHEAST
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 2585 E GREYSTONE COURT
30 YR DEAL Owner Occupied Single Family 100 Full Documentation 70 HARDING ROAD
30 YR DEAL Owner Occupied Single Family 55 Alternate Doc 205 N SUMMIT RIDGE DRIVE
30 YR DEAL Owner Occupied Single Family 99.1 Full Documentation 2101 BERKLEY
30 YR DEAL Owner Occupied PUD 79.9 Alternate Doc 313 MILLRIDGE DRIVE
30 YR DEAL Owner Occupied Single Family 73 Full Documentation 16101 PARELIUS CIRCLE
30 YR DEAL Owner Occupied Single Family 102 Alternate Doc 435 CAPEN BOULEVARD
30 YR DEAL Owner Occupied Single Family 62.5 Alternate Doc 61255 HOWELL DR
30 YR DEAL Owner Occupied Single Family 100.7 Alternate Doc 1154 MARYLYNN WAY
30 YR DEAL Owner Occupied Single Family 82.5 Alternate Doc 215 SUYDAM LANE
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 317 S DAWSON AVE
30 YR DEAL Owner Occupied Single Family 102 Alternate Doc 20 WILLIAM STREET
30 YR DEAL Owner Occupied Single Family 71.4 Alternate Doc 801 YORK STREET
30 YR DEAL Owner Occupied Single Family 76.6 Alternate Doc 4540 COACH RD
30 YR DEAL Owner Occupied Single Family 90 Alternate Doc 31202 SE 64TH STREET
30 YR DEAL Owner Occupied PUD 71.9 Full Documentation 5484 159TH PLACE
30 YR DEAL Owner Occupied Condo 59.4 Alternate Doc 150 COLUMBUS AVENUE UNIT 18F
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 20 GROVE STREET
30 YR DEAL Second Home Single Family 15.9 Alternate Doc 470 N BIGWOOD DRIVE
30 YR DEAL Second Home Single Family 71.6 Alternate Doc 152 BLAZING TREE ROAD
30 YR DEAL Owner Occupied Single Family 63.6 Alternate Doc 364 A HOUGHTONVILLE RD
30 YR DEAL Owner Occupied Single Family 90 Alternate Doc 18052 HOBBIT COURT
30 YR DEAL Owner Occupied Single Family 66.5 Alternate Doc 280 HICKORY HILLS DRIVE
30 YR DEAL Owner Occupied Single Family 79.8 Alternate Doc 2560 FORESTVALE RD
30 YR DEAL Second Home Single Family 99.5 Alternate Doc ATATEKA DRIVE
30 YR DEAL Owner Occupied Single Family 95.1 Alternate Doc 36 RYANS RUN
30 YR DEAL Owner Occupied Condo 100 Alternate Doc 525 W 3RD AVENUE UNIT 1
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 30118 4TH AVENUE EAST
30 YR DEAL Owner Occupied Single Family 77.4 Full Documentation 2 CHERRY LANE
30 YR DEAL Owner Occupied Single Family 90 Alternate Doc 3 PINE GROVE LANE
30 YR DEAL Second Home PUD 80 Alternate Doc 8357 E SUNNYSIDE DRIVE
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 289 DICKSON POINT ROAD
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 23000 2ND FORK ROAD
30 YR DEAL Owner Occupied 2-4 Family 100.7 Alternate Doc 352 SECOND STREET
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 5350 DEERFIELD AVENUE NW
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 1425 STRUBLE AVENUE N E
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 218 POPLAR STREET
30 YR DEAL Owner Occupied Single Family 100.2 Alternate Doc 6511 POPLAR STREET
30 YR DEAL Owner Occupied Single Family 100.2 Alternate Doc 607 IOWA
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 6921 CAPE LISBURNE LOOP
30 YR DEAL Owner Occupied Single Family 77.1 Alternate Doc 8456 SW MAPLE RIDGE DRIVE
30 YR DEAL Owner Occupied Single Family 87.9 Alternate Doc 1481 LARCHMONT ROAD
30 YR DEAL Owner Occupied Condo 100 Alternate Doc 301 EAST 2700 SOUTH #19
30 YR DEAL Owner Occupied Single Family 95 Alternate Doc 17512 SHELBURNE ROAD
30 YR DEAL Owner Occupied Condo 100 Alternate Doc 5235 S GLENDON STREET #K-1
30 YR DEAL Owner Occupied Single Family 99.9 Alternate Doc 9025 EAST 50TH S
30 YR DEAL Second Home Single Family 80 Alternate Doc 2438/2442 BASEVIEW DRIVE
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 2783 TABLE ROCK ROAD
30 YR DEAL Owner Occupied Condo 100 Alternate Doc 5235 S GLENDON STREET #C-2
30 YR DEAL Owner Occupied Condo 100 Alternate Doc 3739 SOUTH 700 EAST #103
30 YR DEAL Owner Occupied Condo 99.9 Alternate Doc 2220 E MURRAY HOLLADAY RD #76
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 7615 LAKE O'SPRINGS AVE. NW
30 YR DEAL Owner Occupied Single Family 75 Alternate Doc 17600 NE OLDS LANE
30 YR DEAL Owner Occupied Single Family 69.2 Alternate Doc 241 S ST RD 2
30 YR DEAL Owner Occupied Single Family 90 Alternate Doc 492 MISTY LANE
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 79 LEICESTER ROAD
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 8045 SHAWNEE RUN ROAD
30 YR DEAL Owner Occupied PUD 89.9 Full Documentation 6171 NORTH 29TH PLACE
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 1394 GABRIOLA CT
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 810 KELSEY COURT
30 YR DEAL Owner Occupied Single Family 45.7 Alternate Doc 630 11TH AVE W
30 YR DEAL Owner Occupied Single Family 75 Alternate Doc 14014 SAGE CT
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 9461 WALNUT HALL DRIVE
30 YR DEAL Owner Occupied Single Family 42.6 Full Documentation 1207 208TH AVE SE
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 10547 EVANSTON AVENUE N
30 YR DEAL Owner Occupied Single Family 59.6 Alternate Doc 10550 SOUTH KELLAND COURT
30 YR DEAL Owner Occupied Single Family 89.5 Alternate Doc 239 PARK AVENUE
30 YR DEAL Owner Occupied Single Family 97 Alternate Doc 2532 SEQUOIA COURT
30 YR DEAL Second Home Single Family 90 Alternate Doc S1 SADDLE RIDGE PHASE IV
30 YR DEAL Owner Occupied Single Family 71 Alternate Doc 7966 INDIAN HILL ROAD WEST
30 YR DEAL Owner Occupied Single Family 68.8 Alternate Doc 900 W ELKHORN AVE
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 87 BAYVIEW AVENUE
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 22550 NE 99TH WAY
30 YR DEAL Second Home Single Family 75 Alternate Doc 530 N HOLOKAI
30 YR DEAL Second Home Single Family 80 Full Documentation 1083 MCKEAN CIR.
30 YR DEAL Non-Owner Occupied Single Family 62.5 Alternate Doc 315 WOODSIDE
30 YR DEAL Owner Occupied Single Family 75 Alternate Doc 30 SPOONBILL RD
30 YR DEAL Owner Occupied Single Family 70.9 Alternate Doc 10462 E PRENICE AVENUE
30 YR DEAL Owner Occupied Single Family 74.9 Alternate Doc 16907 WOODLAND HILLS DR
30 YR DEAL Owner Occupied Single Family 34.5 Full Documentation 79 TINGLER ISLAND
30 YR DEAL Second Home Condo 47.6 Alternate Doc 1734 GOLF COURSE LANE #67
30 YR DEAL Owner Occupied Single Family 94.6 Alternate Doc 11709 SE BOISE ST
30 YR DEAL Non-Owner Occupied Single Family 75 Full Documentation 4122 WHITMAN AVE N
30 YR DEAL Second Home Single Family 80 Alternate Doc 921 TAKHOMA FARM LN
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 3919 SABLE RIDGE DRIVE
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 2308 WALNUT AVE SW
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 8 ACRON DRIVE
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 6526 MOORE DRIVE
30 YR DEAL Second Home Condo 80 Alternate Doc 49-545 AVENIDA VISTA BONITA
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 627 POST AVENUE
30 YR DEAL Owner Occupied Single Family 75.8 Full Documentation 7224 LAUREL AVENUE
30 YR DEAL Owner Occupied Single Family 60.5 Alternate Doc 181 JONNY CAKE LANE
30 YR DEAL Owner Occupied Single Family 55.8 Full Documentation 13219 SW DEERFIELD COURT
30 YR DEAL Owner Occupied Single Family 75 Full Documentation 9629 E TOM TOM DRIVE
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 952 GENESEE RD
30 YR DEAL Owner Occupied Single Family 46.4 Alternate Doc 17379 SW CANAL CIRCLE
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 33222 CANAAN ROAD
30 YR DEAL Owner Occupied Single Family 75.9 Alternate Doc 6026 105TH AVENUE NE
30 YR DEAL Owner Occupied Single Family 100 Alternate Doc 8142 SALT SPRINGS ROAD
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 3112 SW DOSCH RD
30 YR DEAL Owner Occupied Single Family 99.5 Alternate Doc 5415 THORNBROOK TRAIL
30 YR DEAL Second Home Single Family 75 Alternate Doc 4424 STREAMSIDE CIRCLE
30 YR DEAL Owner Occupied Single Family 84.8 Alternate Doc 1468 BEVERLY DRIVE
30 YR DEAL Second Home Single Family 63.9 Alternate Doc 1240 DOLPHIN BAYWAY #502
30 YR DEAL Owner Occupied PUD 75 Alternate Doc 7 REGENCY DRIVE
30 YR DEAL Owner Occupied Single Family 75 Alternate Doc 7539 SIESTA HILLS COURT
30 YR DEAL Owner Occupied Single Family 84.8 Alternate Doc 36W 772&6 WHISPERING TRIL
30 YR DEAL Owner Occupied Single Family 75 Alternate Doc 347 LOUDONVILLE ROAD
30 YR DEAL Owner Occupied Single Family 80 Alternate Doc 5521 WEST HOLLILYNN DRIVE
30 YR DEAL Owner Occupied Single Family 69.8 Full Documentation STATE HIGHWAY #80
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 2887 ISTRA LANE
30 YR DEAL Owner Occupied Single Family 84.3 Full Documentation 8134 GOLDEN OAK CIRCLE
30 YR DEAL Owner Occupied Single Family 67 Full Documentation 8592 HUNTS POINT LANE
30 YR DEAL Owner Occupied Single Family 77.6 Full Documentation 2720 EAST 1600 NORTH
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 6390 SW RICHEY LANE
30 YR DEAL Owner Occupied PUD 77.6 Full Documentation 9306 NW WILEY LANE
30 YR DEAL Owner Occupied Single Family 100.9 Full Documentation BOG ROAD
30 YR DEAL Owner Occupied Single Family 79.1 Full Documentation 315 SCHMEIZER LANE
30 YR DEAL Owner Occupied Single Family 75.2 Full Documentation 4836 SW FAIRHAVEN DRIVE
30 YR DEAL Owner Occupied Single Family 97 Full Documentation 10870 SASBRE H
30 YR DEAL Second Home Single Family 80 Full Documentation 9100 OLD GEOR
30 YR DEAL Owner Occupied Single Family 66 Full Documentation 2 MILES EA
30 YR DEAL Second Home 2-4 Family 90 Full Documentation 2 JACKSON
30 YR DEAL Owner Occupied Single Family 74 Full Documentation 2222 10TH AVE
30 YR DEAL Owner Occupied 2-4 Family 78 Full Documentation 1250 VAN BURE
30 YR DEAL Owner Occupied Single Family 75 Full Documentation 502 OAK DRIV
30 YR DEAL Second Home 2-4 Family 75 Full Documentation 2000 LITTLE R
30 YR DEAL Owner Occupied Single Family 77 Full Documentation 3118 ALMOND R
30 YR DEAL Owner Occupied 2-4 Family 95 Full Documentation 900 BITNER R
30 YR DEAL Owner Occupied Single Family 87 Full Documentation 741 SHOREWOO
30 YR DEAL Second Home Single Family 53 Full Documentation 2909 PORTSMOU
30 YR DEAL Non-Owner Occupied Single Family 58 Full Documentation 28 TEAL CR
30 YR DEAL Owner Occupied Single Family 97 Full Documentation 9444 PERTH CI
30 YR DEAL Owner Occupied Single Family 62 Full Documentation 14364 NOLEN LA
30 YR DEAL Non-Owner Occupied 2-4 Family 44 Full Documentation 730B LAGOON D
30 YR DEAL Owner Occupied Single Family 101 Full Documentation 6060 DEER DR
30 YR DEAL Second Home 2-4 Family 90 Full Documentation 22940 10TH AVE
30 YR DEAL Owner Occupied Single Family 97 Full Documentation 1248 ASHLAND
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 1046 7TH AVENUE S
30 YR DEAL Owner Occupied Single Family 94 Full Documentation 5353 ARCADIA
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 3311 MIDDLEBR
30 YR DEAL Owner Occupied 2-4 Family 80 Full Documentation 217-44 100TH AV
30 YR DEAL Owner Occupied Single Family 70 Full Documentation 21 HOG HEAD
30 YR DEAL Owner Occupied Single Family 71 Full Documentation 407 CANVASBA
30 YR DEAL Owner Occupied Single Family 65 Full Documentation 4110 MARGARET
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 1701 SIANO LO
30 YR DEAL Owner Occupied Single Family 90 Full Documentation 15 MORTON S
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 12117 JOAN DRI
30 YR DEAL Owner Occupied Single Family 52 Full Documentation 14 GORHAM L
30 YR DEAL Owner Occupied Single Family 90 Full Documentation 1505 BRITISH
30 YR DEAL Owner Occupied Single Family 90 Full Documentation 1801 HAWTHORN
30 YR DEAL Owner Occupied Single Family 84 Full Documentation 2796 ZION ROA
30 YR DEAL Owner Occupied Single Family 70 Full Documentation 2023 BROADWAY
30 YR DEAL Second Home 2-4 Family 90 Full Documentation 5003 GROVE ST
30 YR DEAL Second Home Single Family 95 Full Documentation 2407 SHERIDAN
30 YR DEAL Owner Occupied Single Family 95 Full Documentation 4133 SHELTER
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 8235 JUPITER
30 YR DEAL Owner Occupied Single Family 79 Full Documentation 3331 WINCHEST
30 YR DEAL Owner Occupied Single Family 73 Full Documentation 258&26 19 RD
30 YR DEAL Second Home 2-4 Family 90 Full Documentation 10869 ANSLEY A
30 YR DEAL Non-Owner Occupied Single Family 73 Full Documentation 407 PLANTATI
30 YR DEAL Owner Occupied 2-4 Family 95 Full Documentation 30 GEORGIA
30 YR DEAL Owner Occupied Single Family 75 Full Documentation 690 7TH STRE
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 12734 DAKOTA A
30 YR DEAL Owner Occupied Single Family 85 Full Documentation 19810 SOUTH DA
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 755 NORTH LI
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 635 GETTYSBU
30 YR DEAL Non-Owner Occupied Single Family 70 Full Documentation 974 VASSAR A
30 YR DEAL Owner Occupied Single Family 70 Full Documentation 272 THIRD AV
30 YR DEAL Second Home 2-4 Family 85 Full Documentation 82-553 DELANO D
30 YR DEAL Owner Occupied 2-4 Family 32 Full Documentation 305 SIXTH AV
30 YR DEAL Second Home 2-4 Family 90 Full Documentation 64-66 BEDFORD
30 YR DEAL Owner Occupied Single Family 100 Full Documentation 4322 LINCOLN AVE
30 YR DEAL Non-Owner Occupied 2-4 Family 65 Full Documentation 198 CALABRIA
30 YR DEAL Owner Occupied Single Family 71 Full Documentation 15895 ARMSBY L
30 YR DEAL Owner Occupied Single Family 80 Full Documentation 633 SEAGIRT
30 YR DEAL Owner Occupied Single Family 75 Full Documentation 11889 RINEHART
30 YR DEAL Owner Occupied Single Family 70 Full Documentation 15312 NIMES CI
30 YR DEAL Owner Occupied Single Family 102.3 Full Documentation FRENCHVILLE RD
30 YR DEAL Owner Occupied Single Family 102 Full Documentation 9 BARTLETT ST
30 YR DEAL Owner Occupied Single Family 50 Full Documentation WARD HILL RD
(TABLE CONTINUED)
Group City State Zip Last Name First Name
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30 YR DEAL NOVELTY OH 44072 O'TOOLE CHARLES
30 YR DEAL DOWLING OH 43551 SALEH MOHAMAD
30 YR DEAL WELD ME 4285 LEE RAYMOND
30 YR DEAL ALBANY NY 12211 GILDAY PATRICK
30 YR DEAL ANN ARBOR MI 48105 DAVIS WILLIAM
30 YR DEAL BENTLEYVILLE OH 44139 TUASON MAURO
30 YR DEAL COLUMBUS OH 43213 WATKINS LAWRENCE
30 YR DEAL CINCINNATI OH 45249 WHITFIELD MELVIN
30 YR DEAL TOLEDO OH 43615 TUSCHMAN JAMES
30 YR DEAL LOVELAND CO 80537 MCMAHILL BRIAN
30 YR DEAL ISLAMORDA FL 33036 BAUER SALLY
30 YR DEAL DENVER CO 80206 MARTIN JAMES
30 YR DEAL BOISE ID 83703 PAUL JOHN
30 YR DEAL WOODBURY NY 11797 OFEK YUVAL
30 YR DEAL FORT COLLINS CO 80525 BUNTEN STEVEN
30 YR DEAL LANCASTER OH 43130 WELLNER JOHN
30 YR DEAL BELLEVUE WA 98006 URBAN MICHAEL
30 YR DEAL LA QUINTA CA 92253 CRAKER GERALD
30 YR DEAL SPRINGVALE ME 4083 DUFFY FRANCIS
30 YR DEAL ANDERSON IN 46011 SNYDER THOMAS
30 YR DEAL RICHFIELD OH 44313 TIPTON JAMES
30 YR DEAL GRANGER IN 46530 BEYER ROBERT
30 YR DEAL ASPEN CO 81611 HERNANDEZ CECIL
30 YR DEAL NAPPANEE IN 46550 WEGMILLER TODD
30 YR DEAL FOX IS WA 98333 BYRNE KEVIN
30 YR DEAL POWELL OH 43065 FARNEMAN ROY
30 YR DEAL CINCINNATI OH 45208 SUBRAMANYA MRIDULA
30 YR DEAL SEATTLE WA 98102 O'FARRELL BRENDAN
30 YR DEAL BURR RIDGE IL 60521 WOLFERT FREDERICK
30 YR DEAL TOLEDO OH 43613 WOLFE GENE
30 YR DEAL PUYALLUP WA 98374 HAVSY SCOTT
30 YR DEAL GOSHEN IN 46526 INC. LACASA OF
30 YR DEAL COATS NC 27521 OVERBEE DAVID
30 YR DEAL PORTLAND OR 97229 DAVENPORT WILLIAM
30 YR DEAL ROCHESTER MN 55901 GOODNOW JONATHON
30 YR DEAL MOUNTAIN VILLAGE CO 81435 FJELDSTAD ROBERT
30 YR DEAL BUCKS BRIDGE NY 13617 DOX DAVID
30 YR DEAL RANCHO BERNARDO CA 92128 SOLEIMANPOUR MEHDI
30 YR DEAL GIG HARBOR WA 98335 SHIELDS WILLIAM
30 YR DEAL BOISE ID 83706 GIBSON SAMUEL
30 YR DEAL ITALY TX 76651 CLARK GARY
30 YR DEAL PEPPER PIKE OH 44122 ADZICH BRANKO
30 YR DEAL PORTLAND OR 97201 JEDDELOH JAMES
30 YR DEAL CLEVELAND OH 44109 FLORES RAMONE
30 YR DEAL STAMFORD CT 6903 DEBRULE ALTHEA
30 YR DEAL RUSSELL OH 44022 HAMMER DONALD
30 YR DEAL HUNTINGTON NY 11743 IVANOV GEORGII
30 YR DEAL BELLINGHAM WA 98226 ERVIN WARREN
30 YR DEAL BREMERTON WA 98312 CLEMEN JAMES
30 YR DEAL CLEVELAND OH 44110 STEPLIGHT CAROLYN
30 YR DEAL SALEM OR 97302 SMITH BOB
30 YR DEAL PORTLAND OR 97229 BRILES JOHN
30 YR DEAL LOUISVILLE NY 13662 FREDERICKS FRANCOIS
30 YR DEAL CUMBERLAND ME 4110 BRODER JAMES
30 YR DEAL MERIDIAN ID 83642 MCCLURE MONTE
30 YR DEAL PORTLAND OR 97225 FRUECHTEL THOMAS
30 YR DEAL CENTERVILLE OH 45458 DUNSKY MARTIN
30 YR DEAL DELMAR NY 12054 MACOMBER E
30 YR DEAL MANCHESTER NH 3104 SPENCE ANGELA
30 YR DEAL BELLEVUE WA 98006 MATTSON NORMAN
30 YR DEAL PORTLAND OR 97225 OPSAHL JOSEPH
30 YR DEAL ANCHORAGE AK 99516 DARBY EDWIN
30 YR DEAL SEATTLE WA 98112 HERMER NEVIL
30 YR DEAL GATES MILLS OH 44040 BROWN SCOTT
30 YR DEAL CINCINNATI OH 45208 SCHLEGEL JOHN
30 YR DEAL CHARLOTTE VT 5445 SIEGEL CHARLES
30 YR DEAL NEW SCOTLAND NY 12186 LECHOWICZ ANDRZEJ
30 YR DEAL GIRARD OH 44420 MICHAELS RICHARD
30 YR DEAL MCCALL ID 83638 SCHRANDT RICHARD
30 YR DEAL BOISE ID 83702 SHEA KEVIN
30 YR DEAL PORTLAND OR 97225 JARVIS PETER
30 YR DEAL RUSSELL OH 44072 DONAHEY ROBERT
30 YR DEAL PITTSFIELD TOWNSHIP MI 48108 RODRIGUEZ ALBERT
30 YR DEAL LOUDONVILLE NY 12211 GOLDSTOCK LEONARD
30 YR DEAL RED HOOK NY 12571 NUSSBAUM ABRAHAM
30 YR DEAL T O MIDDLEFIELD NY 13326 MOFFAT J
30 YR DEAL TACOMA WA 98422 WELLS CONNER
30 YR DEAL SAN MATEO CA 94403 KAUFMAN CAROL
30 YR DEAL SOUTH PORTLAND ME 4106 CRANGLE WILLIAM
30 YR DEAL AMHERST NY 14226 FORS RICHARD
30 YR DEAL CAPE ELIZABETH ME 4107 MOWERS CAROLYN
30 YR DEAL LONG BRANCH WA 98351 WIENER NEIL
30 YR DEAL FORT MORGAN CO 80701 FRINK SHAWN
30 YR DEAL BONITA SPRINGS FL 34134 BRUCE EARLE
30 YR DEAL HAWTHORNE CA 90250 MENASHE DAVID
30 YR DEAL CLIFTON PARK NY 12065 YAKE J.
30 YR DEAL ROCHESTER NY 14618 GREENE ROBERT
30 YR DEAL PARADISE VALLEY AZ 85253 LENNON JOHN
30 YR DEAL ENGLEWOOD CO 80110 CUDAHY EDWARD
30 YR DEAL GRAHAM WA 98338 RADFORD MARVIN
30 YR DEAL GEARHART OR 97138 CARLSON DANIEL
30 YR DEAL ERIEVILLE NY 13061 BARROWS GEORGE
30 YR DEAL DAYTON OH 45419 DEWBERRY BELINDA
30 YR DEAL PORTLAND OR 97210 SMITH ANDREW
30 YR DEAL CINCINNATI OH 45208 GORDON ABRAM
30 YR DEAL FRIDAY HARBOR WA 98250 BUCK STEVEN
30 YR DEAL PORTLAND OR 97217 CARVER KELLY
30 YR DEAL HUNTING VALLEY OH 44022 MAYNARD ROBERT
30 YR DEAL INDEPENDENCE OH 44131 KLUBNIK GARY
30 YR DEAL HOLLAND OH 43528 CAUFFIEL FORD
30 YR DEAL PAYSON AZ 85541 RICHARDS JOY
30 YR DEAL SWANTON OH 43558 REID RONALD
30 YR DEAL SANDY UT 84092 FISCHER NOLAN
30 YR DEAL RIVERTON UT 84065 HOLT GOLDEN
30 YR DEAL PORTLAND OR 97229 LEDBETTER GORDON
30 YR DEAL BELLINGHAM WA 98226 KUKES WILBUR
30 YR DEAL VLG OF MORAVIA NY 13118 PORTZLINE FREDRIC
30 YR DEAL TOLEDO OH 43615 ZAKERI AHMAD
30 YR DEAL TOLEDO OH 43623 BOGGS JOHN
30 YR DEAL LOCKPORT NY 14094 KRON CHARLES
30 YR DEAL SANDY UT 84092 ZIMMERMAN JOHN
30 YR DEAL SEA CLIFF NY 11579 FLEISHMAN MADELINE
30 YR DEAL ELKHART IN 46514 PAULEN RICHARD
30 YR DEAL PITTSFORD NY 14534 CUNNINGHAM PAUL
30 YR DEAL SEATTLE WA 98117 HEINECKE STUART
30 YR DEAL TOWN OF NEW BREMEN NY 13367 STEVENS RODNEY
30 YR DEAL PITTSFIELD ME 4967 VIGUE PETER
30 YR DEAL SOUTH JORDAN UT 84095 WAHLQUIST DAVID
30 YR DEAL GREENLAWN NY 11740 ANTENUCCI EUGENE
30 YR DEAL BOISE ID 83702 HILL MARY
30 YR DEAL SALT LAKE CITY UT 84103 WRIGHT MARSHALL
30 YR DEAL MERCER ISLAND WA 98040 CRESWELL BRADFORD
30 YR DEAL OLD CHATHAM NY 12136 MISHKIN JONATHAN
30 YR DEAL CLEVELAND OH 44102 COLON RAFAEL
30 YR DEAL WINTHROP ME 4364 ZIMMERMAN PAUL
30 YR DEAL SANDY UT 84092 DEROSA JOHN
30 YR DEAL NEWBURY OH 44026 LEECH JOHN
30 YR DEAL COLUMBUS OH 43085 HAYES TINA
30 YR DEAL WOODINVILLE WA 98072 BEARD TIMOTHY
30 YR DEAL MEDINA OH 44256 SZUCS BERNARD
30 YR DEAL RENSSELAER FALLS NY 13680 SHIRTZ RONALD
30 YR DEAL MEDINA WA 98039 SWIHART JOHN
30 YR DEAL ZIONSVILLE IN 46077 WALSH MICHAEL
30 YR DEAL RICHVILLE NY 13681 BANGO TERRY
30 YR DEAL SCHENECTADY NY 12309 GRIFFIN JUNE
30 YR DEAL HOLLAND OH 43528 ZARUGA DAVID
30 YR DEAL FALMOUTH ME 4105 COYNE THOMAS
30 YR DEAL SALEM OR 97301 BISSELL TROY
30 YR DEAL TOLEDO OH 43623 LODGE KEVIN
30 YR DEAL GATES MILLS OH 44040 REITMAN ROBERT
30 YR DEAL LIBERTY CENTER OH 43532 BOWSER WILLIAM
30 YR DEAL TOWN OF BRIGHTON NY 14618 VARON MAURICE
30 YR DEAL JAMESPORT NY 11947 GANDIN MICHAEL
30 YR DEAL LINNEUS ME 4755 SAN BENTO DONALD
30 YR DEAL NAPLES FL 34108 COWELL CHARLES
30 YR DEAL AVON LAKE OH 44012 O'NEILL JOHN
30 YR DEAL LAKE PLEASANT NY 12108 REYNOLDS JOHN
30 YR DEAL SHAKER HEIGHTS OH 44120 POHLMAN BRAD
30 YR DEAL CARRABASSETT VALLEY ME 4947 MARCUS GEORGE
30 YR DEAL SEATTLE WA 98102 ADDIE DAVID
30 YR DEAL PORTLAND OR 97229 MARDESICH PAUL
30 YR DEAL AMHERST NY 14221 BAKER DOUGLAS
30 YR DEAL CHARLES CITY VA 23030 DAMERON SUSAN
30 YR DEAL SOUTH BEND IN 46619 OF ST JOSEPH COUNTY HOUSING DEVELOPMENT
30 YR DEAL KIRKLAND WA 98033 CLARKSON LAWRENCE
30 YR DEAL SEATTLE WA 98136 ROCK PAUL
30 YR DEAL TACOMA WA 98498 WAGNER GEORGE
30 YR DEAL FORT FAIRFIELD ME 4742 SHAW PETER
30 YR DEAL SANFORD ME 4073 TURNER THOMAS
30 YR DEAL ADRIAN MI 49221 POE DANIEL
30 YR DEAL SMITHTOWN NY 11787 KRUMHOLZ THOMAS
30 YR DEAL MERIDIAN ID 83642 HERNANDEZ ALFRED
30 YR DEAL GROVE CITY OH 43123 CRAIG JEFFREY
30 YR DEAL SEATTLE WA 98119 SARKOWSKY STEVEN
30 YR DEAL PALM DESERT CA 92260 MILNER DAVID
30 YR DEAL LAHAINA HI 96761 NELSON ROBERT
30 YR DEAL PORTLAND OR 97231 JERSEY JOHN
30 YR DEAL ANCHORAGE AK 99515 GARDNER ROBERT
30 YR DEAL CAPE ELIZABETH ME 4107 KAYATTA WILLIAM
30 YR DEAL OLD WESTBURY NY 11568 STIER LESLEY
30 YR DEAL ANCHORAGE AK 99502 DAVIS JEFFREY
30 YR DEAL SANIBEL FL 33957 COWAN DOUGLAS
30 YR DEAL BELLINGHAM WA 98225 CARPENTER KENNETH
30 YR DEAL LAKE OSWEGO OR 97035 KRESS SAMUEL
30 YR DEAL EVERETT WA 98204 PARK ALFIE
30 YR DEAL SEATTLE WA 98116 WALSH ROBERT
30 YR DEAL FORT COLLINS CO 80525 COOKE CECELIA
30 YR DEAL GARDEN CITY NY 11530 GRANVILLE THOMAS
30 YR DEAL BROADVIEW HEIGHTS OH 44147 ZURA ANDREW
30 YR DEAL GIG HARBOR WA 98329 HUFF THOMAS
30 YR DEAL WESTLAKE OH 44145 JHAVERI SAUMIL
30 YR DEAL DENVER CO 80210 FREEMAN PAUL
30 YR DEAL BEND OR 97701 WELBORN GORDON
30 YR DEAL SHAKER HEIGHTS OH 44120 JANICKI THOMAS
30 YR DEAL SEATTLE WA 98136 HEWSON III EDWARD
30 YR DEAL FOSTORIA OH 44830 DOE TREVORD
30 YR DEAL EDEN NY 14057 GACIOCH MICHAEL
30 YR DEAL SUNRIVER OR 97707 REGAN DAVID
30 YR DEAL ALPINE UT 84004 PEARCE TERRY
30 YR DEAL WOODLAND WA 98674 STANLEY NICHOLAS
30 YR DEAL MASON OH 45040 DUNN MARTINE
30 YR DEAL CINCINNATI OH 45249 PERRY DENNIS
30 YR DEAL CINCINNATI OH 45241 BAKER BRUCE
30 YR DEAL BOISE ID 83706 FITZPATRICK MICHAEL
30 YR DEAL LAKEWOOD OH 44107 SNYDER C
30 YR DEAL TEQUESTA FL 33469 BARROTT WILLIAM
30 YR DEAL BELLINGHAM WA 98226 MONTAG RICHARD
30 YR DEAL MANSON WA 98831 JOHNSON CRAIG
30 YR DEAL SEATTLE WA 98109 OVERAND PATRICK
30 YR DEAL COROLLA NC 27927 COORS JR JOSEPH
30 YR DEAL KEY LARGO FL 33037 TRUMAN WILLIAM
30 YR DEAL MERCER ISLAND WA 98040 COOPER MICHAEL
30 YR DEAL BELLEVUE WA 98007 ULRICH KATHARINA
30 YR DEAL SILVER LAKE OH 44224 BEESON MICHAEL
30 YR DEAL SWEDEN ME 4051 GRAHAM WILLIAM
30 YR DEAL SARATOGA SPA NY 12866 BODEN ROBERT
30 YR DEAL CINCINNATI OH 45243 GILL THOMAS
30 YR DEAL COLONIE NY 12211 MOLYNEUX RICHARD
30 YR DEAL FORT LAWTON WA 98199 MISKA STEVEN
30 YR DEAL COLUMBUS OH 43221 JAMES CAMERON
30 YR DEAL SOQUEL CA 95073 BARCROFT ADAM
30 YR DEAL SAN FRANCISCO CA 94105 KELLER ANN
30 YR DEAL CLEVELAND OH 44115 GWIN GAIL
30 YR DEAL PORTLAND OR 97221 CARTWRIGHT IAN
30 YR DEAL CLEVELAND OH 44103 TRAMBLE TIMOTHY
30 YR DEAL SKANEATELES NY 13152 FUCCILLO WILLIAM
30 YR DEAL INDIANAPOLIS IN 46236 GRAY LINDA
30 YR DEAL SEATTLE WA 98125 BOYLE RALPH
30 YR DEAL BELLEVUE WA 98006 SUNICH PAUL
30 YR DEAL FORT COLLINS CO 80525 SULLIVAN WILLIAM
30 YR DEAL GEARHART OR 97221 HERING JOHN
30 YR DEAL PORTLAND OR 97221 HERING JOHN
30 YR DEAL COLTS NECK NJ 7722 EPSTEIN DAVID
30 YR DEAL AUBURN OH 44022 FISHMAN DAVID
30 YR DEAL BITTER LAKE WA 98177 BAYLEY DOUGLAS
30 YR DEAL KEY WEST FL 33040 DAVIS LINDA
30 YR DEAL WEST ORANGE NJ 7052 SIMON JAY
30 YR DEAL GUILFORD ME 4443 CARTWRIGHT JOHN
30 YR DEAL POWELL OH 43065 ISLAT GLENN
30 YR DEAL ANCHORAGE AK 99516 MILLHOUSE DENNIS
30 YR DEAL CINCINNATI OH 45241 NEACK LAWRENCE
30 YR DEAL ROCKPORT ME 4856 SIMON FRANK
30 YR DEAL BELLEVUE WA 98006 SMITH MASON
30 YR DEAL BOWDOINHAM ME 4008 LENNA ROBERT
30 YR DEAL WHITEHOUSE OH 43571 ANDERSON MATTHEW
30 YR DEAL SANTA CLARA CA 95050 CARMAN JOHN
30 YR DEAL FORT LAUDERDALE FL 33301 TEMPLE ERIC
30 YR DEAL SUNOL CA 94586 NELSON DAVID
30 YR DEAL CORAL SPRINGS FL 33076 TRENT THOMAS
30 YR DEAL PORT ORCHARD WA 98366 PIERCY DAVID
30 YR DEAL YOUNGSTOWN OH 44511 RESSE ERIC
30 YR DEAL BOISE ID 83706 THORNTON D
30 YR DEAL WILLIAMSON NY 14589 DOCKSTADER JAMES
30 YR DEAL GOLDEN BEACH FL 33160 WILKERSON RICHARD
30 YR DEAL SALT LAKE CITY UT 84108 MARTINO ROBERT
30 YR DEAL SACO ME 4072 KLOCK RUSSELL
30 YR DEAL GUILDERLAND NY 12009 TRAUTWEIN CHANDRA
30 YR DEAL PINE ID 83647 KELSON R
30 YR DEAL SUPPLY NC 28462 DALEY JAMES
30 YR DEAL TOLEDO OH 43606 FRANKLIN MARVIN
30 YR DEAL WESTLAKE OH 44145 YUNASKA LAWRENCE
30 YR DEAL KENT WA 98042 JONES MICHAEL
30 YR DEAL NORTH CANTON OH 44720 LEATH JAMES
30 YR DEAL ANN ARBOR MI 48104 POTTER MICHAEL
30 YR DEAL WESTLAKE OH 44145 CAMPBELL OWEN
30 YR DEAL BUFFALO NY 14215 COLE ANDREA
30 YR DEAL GOLDEN CO 80401 KREIDLE BRADLEY
30 YR DEAL EVERGREEN CO 80439 TOPP ROBERT
30 YR DEAL ISSAQUAH WA 98027 ALEXANDER JEFFREY
30 YR DEAL BELLEVUE WA 98004 WARJONE JAMES
30 YR DEAL CAZENOVIA NY 13035 O'HARA DAVID
30 YR DEAL EAST HAMPTON NY 11937 WAKSAL JACK
30 YR DEAL SEATTLE WA 98112 COHEN MICHAEL
30 YR DEAL EAGLE ID 83616 MAIER MICHAEL
30 YR DEAL NORTH BEND WA 98045 CONDIT JANICE
30 YR DEAL CINCINNATI OH 45243 ELLIS M
30 YR DEAL DUBLIN OH 43017 NEUHART FRITZ
30 YR DEAL DUBLIN OH 43016 ST JOHN ROY
30 YR DEAL CINCINNATI OH 45244 VONDERBRINK JOSEPH
30 YR DEAL CINCINNATI OH 45202 FEGHALI GEORGE
30 YR DEAL BEDFORD NH 3110 PURINGTON THEODORE
30 YR DEAL NEW ALBANY OH 43054 GREENWALD GARY
30 YR DEAL AURORA OH 44202 GALLAGHER TIMOTHY
30 YR DEAL SALEM OR 97302 BOSS ROBERT
30 YR DEAL LAKE OSWEGO OR 97034 MORSE JAMES
30 YR DEAL COLUMBUS OH 43220 BARNETT KEVIN
30 YR DEAL CHAGRIN FALLS OH 44023 SHALL JEFFREY
30 YR DEAL NEW CASTLE PA 16105 COLBY PAUL
30 YR DEAL MISHAWAKA IN 46545 DEL PILAR ARNOLD
30 YR DEAL JUPITER FL 33478 ERDLY DALE
30 YR DEAL LIVINGSTON MT 59018 SCHNABEL JR ROBERT
30 YR DEAL BRISTOL IN 46507 STULTS LINDSEY
30 YR DEAL BEACHWOOD OH 44122 DASKAL BRUCE
30 YR DEAL WEST LINN OR 97068 BITTNER J TERRENCE
30 YR DEAL CARMEL IN 46032 JOHNSON WILLIAM
30 YR DEAL SODUS NY 14551 MICHAEL KENNETH
30 YR DEAL RICHFIELD OH 44286 CARRAHER KEVIN
30 YR DEAL GOSHEN IN 46526 VAHALA DAVID
30 YR DEAL WESTFORD VT 5494 JOHANSSON JOHN
30 YR DEAL MERIDIAN ID 83642 KOTOSKI RALPH
30 YR DEAL ANN ARBOR MI 48103 MEHTA JITENDRA
30 YR DEAL ANCHORAGE AK 99517 KUNTZ JAMES
30 YR DEAL WESTFIELD IN 46074 ROBERTSON GREG
30 YR DEAL MERIDIAN ID 83642 MONTAIGNE PETER
30 YR DEAL WOODWAY WA 98020 MICHAEL ERNEST
30 YR DEAL SEATTLE WA 98118 MELENDEZ MARCOS
30 YR DEAL BATH OH 44333 MAYORS DEAN
30 YR DEAL BELLEVUE WA 98004 PIRO BYRON
30 YR DEAL CORDILLERA CO 81632 BIEBER JEFFREY
30 YR DEAL LEAVENWORTH WA 98826 HOUGLUM STEVEN
30 YR DEAL LAKE OSWEGO OR 97035 MAGLIANA JOHN
30 YR DEAL T/O COLONIE NY 12110 WEISSMAN CHARLES
30 YR DEAL RED HOOK NY 12571 CONROY KEVIN
30 YR DEAL PATASKALA OH 43062 BLAHA RENE
30 YR DEAL MAPLE HEIGHTS OH 44137 DAVIS JACQUELINE
30 YR DEAL POWELL OH 43065 HERBSTREIT KIRK
30 YR DEAL AMELIA ISLAND FL 32034 MCCLURG JOHN
30 YR DEAL FREMONT NH 3044 FOWLER JOHN
30 YR DEAL NINEVAH IN 46164 ADAMS WILLIAM
30 YR DEAL SMITHTOWN NY 11787 IANNELLO SALVATORE
30 YR DEAL BREMERTON WA 98310 MCCULLOUGH PAUL
30 YR DEAL SEATTLE WA 98199 BUNTING KENNETH
30 YR DEAL MT VERNON WA 98273 ADDIE DAVID
30 YR DEAL EUGENE OR 97402 CEFALU NICHOLAS
30 YR DEAL VAIL CO 81657 JONES SYDNEY
30 YR DEAL BOISE ID 83712 KROUTH GARY
30 YR DEAL HUBBARD LAKE MI 49747 BARKLEY GREGORY
30 YR DEAL RUTLAND VT 5701 LYNN DOUGLAS
30 YR DEAL FLAGSTAFF AZ 86001 DILLE III JOHN
30 YR DEAL MERIDIAN ID 83642 KENT SHERI
30 YR DEAL EAGLE ID 83616 AGRUSA PHILLIP
30 YR DEAL BOISE ID 83702 WEST TIMOTHY
30 YR DEAL KENT WA 98042 KLEPPEN ARTHUR
30 YR DEAL SCOTTSDALE AZ 85255 KLEPPEN ARTHUR
30 YR DEAL EAGLE ID 83616 JOHNSON GREGORY
30 YR DEAL BROOKVILLE NY 11545 SCHACHER PAUL
30 YR DEAL BAINBRIDGE ISLAND WA 98110 DIXON DONNA
30 YR DEAL MCCORDSVILLE IN 46055 CARLSON STEPHEN
30 YR DEAL ELKHART IN 46514 DAVIS JOHN
30 YR DEAL STUDIO CITY CA 91604 KOZLOFF STUART
30 YR DEAL NORTHPORT ME 4849 RICHTER HARRY
30 YR DEAL MERCER ISLAND WA 98040 NORDSTROM JAMES
30 YR DEAL PORTLAND OR 97221 GRENLEY GARY
30 YR DEAL DEWITTVILLE NY 14728 SNYDER C DAVID
30 YR DEAL CLARENCE NY 14032 GRAY ROGER
30 YR DEAL MERCER ISLAND WA 98040 WILLIAMS R
30 YR DEAL LAFARGEVILLE NY 13656 SENTELL GARY
30 YR DEAL BOISE ID 83703 FLANDRO GERALD
30 YR DEAL MCCALL ID 83638 KORN ROBERT
30 YR DEAL BOISE ID 83703 GIBSON ROBERT
30 YR DEAL MANLIUS NY 13104 BONGIOVANNI MICHAEL
30 YR DEAL ROCKY RIVER OH 44116 MURRAY ROBERT
30 YR DEAL BOISE ID 83705 SCHMIDT GINNY
30 YR DEAL HAMPTON BAY NY 11968 SALVATORE MAX
30 YR DEAL MORELAND HILLS OH 44022 JACOBS IRWIN
30 YR DEAL GIG HARBOR WA 98335 NORSTROM MICHELLE
30 YR DEAL CUYAHOGA FALLS OH 44223 FREEMAN ERNEST
30 YR DEAL BOISE ID 83713 NICHOLES N. SETH
30 YR DEAL ELKHART IN 46514 DIXON MARK
30 YR DEAL BAINBRIDGE ISLAND WA 98110 WRIGHT JOEL
30 YR DEAL SOUTH BEND IN 46619 NAVARRETE WENSESLAO
30 YR DEAL T/O PITTSFORD NY 14618 MCNAMARA READ
30 YR DEAL WINTER PARK FL 32789 JAMES J
30 YR DEAL MERCER ISLAND WA 98040 BATRA M
30 YR DEAL ANCHORAGE AK 99516 CARR-AGNI JACQUELINE
30 YR DEAL BOISE ID 83702 MARRIA CRAIG
30 YR DEAL SEATTLE WA 98125 WEST MARK
30 YR DEAL EAGLE ID 83616 THOMAS SHANE
30 YR DEAL AMHERST NY 14221 ADORNETTO MARY-LOUISE
30 YR DEAL BOISE ID 83702 THOMAS WILLIAM
30 YR DEAL SOUTH BEND IN 46616 JOHNSON DOROTHY
30 YR DEAL INDIANAPOLIS IN 46290 TABLER NORMAN
30 YR DEAL LAKE OSWEGO OR 97034 DEBONNY MICHAEL
30 YR DEAL AMHERST NY 14226 FIELDS, LARRY
30 YR DEAL CASSOPOLIS MI 49031 DEE JEFFREY
30 YR DEAL WOODBURN OR 97071 NEGRETE GERARDO
30 YR DEAL BAYPORT NY 11705 DONATELLI ANTHONY
30 YR DEAL COLUMBUS OH 43209 CRALL COLBY
30 YR DEAL V/O DANSVILLE NY 14437 HENRY MARVIN
30 YR DEAL DENVER CO 80206 GROSSMAN JOHN
30 YR DEAL UPPER ARLINGTON OH 43220 ROLLAND ROBERT
30 YR DEAL PRESTON WA 98050 CAREY CHRISTOPHER
30 YR DEAL BELLEVUE WA 98006 GERRITY DANIEL
30 YR DEAL NEW YORK NY 10023 ORCE RUFINO
30 YR DEAL MORAVIA NY 13118 WARNER ERIC
30 YR DEAL KETCHUM ID 83340 HOGAN CHARLES
30 YR DEAL FRIDAY HARBOR WA 98250 NELSON JOSEPH
30 YR DEAL GRAFTON VT 5146 DRABYN GERALD
30 YR DEAL LAKE OSWEGO OR 97034 EVANS LAWRENCE
30 YR DEAL SPRINGBORO OH 45066 HAYDEN KERRY DAVID
30 YR DEAL TOLEDO OH 43615 FINLEY E ROY
30 YR DEAL CHESTERTOWN NY 12817 KEEHFUS GARY
30 YR DEAL BATTLE CREEK MI 49014 SHOLES RUSSELL
30 YR DEAL ANCHORAGE AK 99501 KUTSCH CHRISTOPHER
30 YR DEAL ROY WA 98580 NAMES RICK
30 YR DEAL AIRMONT NY 10952 GEORGEADIS STAVROS
30 YR DEAL CLIFTON PARK NY 12148 ZIMMERMAN EARL
30 YR DEAL SCOTTSDALE AZ 85260 ANCICH JACK
30 YR DEAL PLATTSBURGH NY 12901 ALIX JOSEPH
30 YR DEAL OLA ID 83657 SELF LEE
30 YR DEAL TROY NY 12180 EDWARDS HEATHER
30 YR DEAL NORTH LAWRENCE OH 44666 SHEARER ROBERT
30 YR DEAL CANTON OH 44705 GEBHART DALE
30 YR DEAL MANSFIELD OH 44903 BOYD JEFFREY
30 YR DEAL BOISE ID 83704 KRUSE ZANDRA
30 YR DEAL BOISE ID 83706 HAYNES CHAD
30 YR DEAL ANCHORAGE AK 99504 JASPER ROBERTA
30 YR DEAL PORTLAND OR 97225 ROBAK WILLIAM
30 YR DEAL CLEVELAND OH 44110 HALL YVETTE
30 YR DEAL SOUTH SALT LAKE CITY UT 84115 GROETHE ERIK
30 YR DEAL CLEVELAND HTS OH 44118 MICKEL ANDRE
30 YR DEAL MURRAY UT 84123 WHITNEY ALEXANDRA
30 YR DEAL KNOX IN 46534 DALTON ERIC
30 YR DEAL PINCKNEY MI 48169 WRIGHT CARL
30 YR DEAL BOISE ID 83712 O'RIORDAN W. HUGH
30 YR DEAL MURRAY UT 84123 HARMAN JACKIE
30 YR DEAL SALT LAKE CITY UT 84106 DIMICK MICHAEL
30 YR DEAL HOLLADAY UT 84117 GARDNER JAY
30 YR DEAL NORTH CANTON OH 44720 REMLINGER JOHN
30 YR DEAL NEWBERG OR 97132 KRAMIEN STANLEY
30 YR DEAL VALPARAISO IN 46385 ROSSMAN ROBERT
30 YR DEAL COPLEY OH 44321 HARTENSTEIN ROBERT
30 YR DEAL KENMORE NY 14217 BARITOT MICHAEL
30 YR DEAL CINCINNATI OH 45243 ARMITAGE JAMES
30 YR DEAL PHOENIX AZ 85016 CHAKRIN LAWRENCE
30 YR DEAL BELLINGHAM WA 98226 COOK DAVID
30 YR DEAL CENTERVILLE OH 45458 BOZZO MICHAEL
30 YR DEAL KIRKLAND WA 98033 MUDARRI EUGENE
30 YR DEAL MCCALL ID 83638 ZACHARY NORMAN
30 YR DEAL WESTERVILLE OH 43082 RICE FREDERICK
30 YR DEAL SAMMAMISH WA 98075 ROBERTS HARRY
30 YR DEAL SEATTLE WA 98133 REYNOLDS SHELLEY
30 YR DEAL OREGON CITY OR 97045 BUNDY DEAN
30 YR DEAL EASTCHESTER NY 10707 TESTAVERDE CHRISTINE
30 YR DEAL BLOOMFIELD MI 48304 BELL JEFFREY
30 YR DEAL BIG SKY MT 59716 SWANSON NEIL
30 YR DEAL MANLIUS NY 13104 SINOPOLI JOSEPH
30 YR DEAL ESTES PARK CO 80517 WITT BRADLEY
30 YR DEAL NORTHPORT NY 11768 FLOOD ERIK
30 YR DEAL REDMOND WA 98053 KELLIHER ROBERT
30 YR DEAL HAIKU HI 96708 LLOYD JAMES
30 YR DEAL WINTER PARK FL 32789 SCHMIDT CHARLES
30 YR DEAL PARK CITY UT 84060 MARTINO ROBERT
30 YR DEAL MANALAPAN FL 33462 EITEL MYA
30 YR DEAL ENGLEWOOD CO 80111 REEVES ANTHONY
30 YR DEAL GRANGER IN 46530 HAMMER F JAMES
30 YR DEAL MARATHON FL 33050 WEIR WILLIAM
30 YR DEAL VAIL CO 81657 LIPPITT MARC
30 YR DEAL PORTLAND OR 97266 STANEK MINDY
30 YR DEAL SEATTLE WA 98103 MEDAWAR AMIR
30 YR DEAL ELLENSBURG WA 98926 CHESNUT CHARLES
30 YR DEAL BELLBROOK OH 45305 GAISER KARIN
30 YR DEAL SEATTLE WA 98116 DUFFY BARBARA
30 YR DEAL WALDEN NY 12586 PEREIRA MARTIN
30 YR DEAL LOS ANGELES CA 90000 GALETI DONNA
30 YR DEAL LA QUINTA CA 92253 LEAVITT GAIL MARIE
30 YR DEAL ROCHESTER NY 14619 WILCOX RONALD
30 YR DEAL SNOQUALMIE WA 98065 TROUT EVAN
30 YR DEAL NORTH ANDOVER MA 1845 INCAMPO PAOLO
30 YR DEAL LAKE OSWEGO OR 97035 LAMPUS JAMES
30 YR DEAL PARKER CO 80134 BEIZAEI KIYOMARS
30 YR DEAL AKRON OH 44303 BERNLOHR MARK
30 YR DEAL LAKE OSWEGO OR 97035 WHITCOMB CYNTHIA SUSANNE
30 YR DEAL DEER ISLAND OR 97054 JAHN MERVIN
30 YR DEAL KIRKLAND WA 98033 CLARK RICHARD
30 YR DEAL MANLIUS NY 13104 HARRIS LAURENCE
30 YR DEAL PORTLAND OR 97201 GARNER BENNETT
30 YR DEAL TOLEDO OH 43611 HARRACKSINGH DEREK
30 YR DEAL VAIL CO 81657 ALLEN STUART
30 YR DEAL OGDEN UT 84403 PACKHAM JO
30 YR DEAL SARASOTS FL 34242 ASSALY MARWAN
30 YR DEAL MIRAGE CA 92270 BESS JAMES
30 YR DEAL SANDY UT 84093 MECHAM JOHN
30 YR DEAL ST CHARLES IL 60175 FOLEY JOHN
30 YR DEAL LOUDONVILLE NY 12211 YAKE BARBARA
30 YR DEAL BOISE ID 83709 EBORN RICHARD
30 YR DEAL OTSEGO NY 13326 SMITH MOFFAT COREY
30 YR DEAL WILLOUGHBY HILLS OH 44092 ANTUNEZ JUAN
30 YR DEAL CLARENCE NY 14221 MARGARONE JOSEPH
30 YR DEAL BELLEVUE WA 98004 BREKKE JAN
30 YR DEAL LAYTON UT 84040 KENDALL MICHAEL
30 YR DEAL PORTLAND OR 97223 RHOADES GARY
30 YR DEAL PORTLAND OR 97229 ORLANDO CONSTANCE
30 YR DEAL HERMAN ME 4401 GODIN MICKEY
30 YR DEAL BOISE ID 83706 BRADY BRENT
30 YR DEAL PORTLAND OR 97221 GLOWASKY ALBERT
30 YR DEAL SAN DIEGO CA 92128 BELSAN JOHN
30 YR DEAL BETHESDA MD 20814 FEENEY LINDA
30 YR DEAL KYLE TX 78640 SIMON REAGAN
30 YR DEAL VERNON TOWNSHIP NJ 7422 PETROZZI FRANK
30 YR DEAL GREELEY CO 80631 HOLLOWAY DICK
30 YR DEAL CHICAGO IL 60607 MCCARTHY MICHAEL
30 YR DEAL ROUND ROCK TX 78664 HAINES WILLIAM
30 YR DEAL DENVER CO 80202 THEODORE MARC
30 YR DEAL AMES IA 50014 ROVER CRAIG
30 YR DEAL PARK CITY UT 84098 BOEHM WILLIAM
30 YR DEAL COPPELL TX 75019 PAUL CHARLES
30 YR DEAL CINCINNATI OH 45208 POGUE JUDITH
30 YR DEAL PAGOSA SPRINGS CO 81147 TONTZ LEN
30 YR DEAL TINLEY PARK IL 60477 ZAHARA ANDREW
30 YR DEAL CHARLOTTE NC 28277 CROWELL WILLIAM
30 YR DEAL FRISCO CO 80443 ANKRUM RICHARD
30 YR DEAL FLAGSTAFF AZ 86004 DUNCAN BENJAMIN
30 YR DEAL DES MOINES WA 98198 COOK GARY
30 YR DEAL LEMOORE CA 93245 MONTGOME JAMESON
30 YR DEAL EDMONDS WA 98020 CONROY KEVIN
30 YR DEAL SKOKIE IL 60076 BROWN ROBERT
30 YR DEAL DURHAM NC 27705 WANG TRACY
30 YR DEAL QUEENS VILLAGE NY 11329 BATISTA RAFAEL
30 YR DEAL SCENERY HILL PA 15360 METTS PATRICIA
30 YR DEAL SUISUN CITY CA 94585 MCCORD KAREN
30 YR DEAL BRYAN TX 77803 LUNA EJINIO
30 YR DEAL FLORENCE OR 97439 THOMAS DEBORAH
30 YR DEAL WHEATLAND PA 16161 BADGER MARY
30 YR DEAL PITTSBURGH PA 15235 DANENBER ALEX
30 YR DEAL CENTERVILLE MA 2632 MASOTTA CHRISTIN
30 YR DEAL GRAND PRAIRIE TX 75050 GOMEZ ARIEL
30 YR DEAL PLANO TX 75074 RYAN JAMES
30 YR DEAL BELLEFONTE PA 16823 DENO JANET
30 YR DEAL PITTSBURGH PA 15226 PANIZZA RICHARD
30 YR DEAL MARYSVILLE WA 98270 HEITMAN LEE
30 YR DEAL DALLAS TX 75235 UVALDO RUBEN
30 YR DEAL SAN BRUNO CA 94066 WICKS DAVID
30 YR DEAL FLAGSTAFF AZ 86004 REED CATHERIN
30 YR DEAL PAHRUMP NV 89048 SLY DAVID
30 YR DEAL MIAMI FL 33129 GARCIA NOEL
30 YR DEAL BATON ROUGE LA 70816 SHELTON MICHAEL
30 YR DEAL PHARR TX 78577 CARDENAS GRISELDA
30 YR DEAL BROOKLYN NY 11207 REEFER KIZZY
30 YR DEAL PHILADELPHIA PA 15068 ZEILER RAYMOND
30 YR DEAL LAKEWOOD CO 80228 RINCON JOHN
30 YR DEAL LYNNWOOD WA 98036 STAEGER KEN
30 YR DEAL GROVE CITY PA 16127 SAY ALVERTA
30 YR DEAL PITTSBURGH PA 15206 RABINOVI MARILYN
30 YR DEAL MERCED CA 95340 SOUNGPAN HOMPHAT
30 YR DEAL RENSSELAER NY 12144 COOK THOMAS
30 YR DEAL INDIO CA 92201 HOULE LES
30 YR DEAL BROOKLYN NY 11215 EDOUARD ELALIO
30 YR DEAL NEW BEDFORD MA 2740 BOUDRIA FERNALD
30 YR DEAL PARMA OH 44134 TIMOTED DAVID
30 YR DEAL APTOS CA 95003 CASTELLO ROSALIE
30 YR DEAL MORGAN HILL CA 95037 ANDERSON ALBERTHA
30 YR DEAL PITTSBURGH PA 15221 BUCKNER FRANK
30 YR DEAL WAYNESBORO PA 17268 NEWLIN BRYAN
30 YR DEAL IRVINE CA 92604 MIHALOVI THERESA
30 YR DEAL ASHLAND ME 4732 CHARETTE PATRICK
30 YR DEAL FAIRFIELD ME 4937 PELLETIER LORIANN
30 YR DEAL MADISON ME 4950 DULEY DEBRA
SCHEDULE III
PAC AMORTIZATION SCHEDULE
(See Attached)
2AB3 2AB4 2AB6 2AB7
Distribution Date Planned Balance Planned Balance Planned Balance Targeted Balance
May 25, 2002 25,323,667.00 18,088,333.00 1,250,000.00 44,145,715.00
June 25, 2002 24,896,664.09 17,783,330.93 1,250,000.00 43,994,359.06
July 25, 2002 24,472,496.89 17,480,354.37 1,250,000.00 43,845,090.23
August 25, 2002 24,051,147.37 17,179,390.44 1,250,000.00 43,697,884.14
September 25, 2002 23,632,597.63 16,880,426.35 1,250,000.00 43,552,716.62
October 25, 2002 23,216,829.89 16,583,449.39 1,250,000.00 43,409,563.75
November 25, 2002 22,803,826.45 16,288,446.95 1,250,000.00 43,268,401.84
December 25, 2002 22,393,569.78 15,995,406.48 1,250,000.00 43,129,207.38
January 25, 2003 21,986,042.43 15,704,315.52 1,250,000.00 42,991,957.13
February 25, 2003 21,581,227.08 15,415,161.71 1,250,000.00 42,856,628.01
March 25, 2003 21,179,106.52 15,127,932.75 1,250,000.00 42,723,197.21
April 25, 2003 20,779,663.66 14,842,616.43 1,250,000.00 42,591,642.08
May 25, 2003 20,382,881.50 14,559,200.62 1,250,000.00 42,461,940.22
June 25, 2003 19,988,743.20 14,277,673.26 1,250,000.00 42,334,069.42
July 25, 2003 19,597,231.97 13,998,022.39 1,250,000.00 42,208,007.68
August 25, 2003 19,208,331.18 13,720,236.12 1,250,000.00 42,083,733.20
September 25, 2003 18,822,024.28 13,444,302.63 1,250,000.00 41,961,224.40
October 25, 2003 18,438,294.86 13,170,210.19 1,250,000.00 41,840,459.86
November 25, 2003 18,057,126.57 12,897,947.15 1,250,000.00 41,721,418.41
December 25, 2003 17,678,503.23 12,627,501.91 1,250,000.00 41,604,079.04
January 25, 2004 17,302,408.72 12,358,862.98 1,250,000.00 41,488,420.95
February 25, 2004 16,928,827.04 12,092,018.93 1,250,000.00 41,374,423.53
March 25, 2004 16,557,742.30 11,826,958.42 1,250,000.00 41,262,066.36
April 25, 2004 16,189,138.72 11,563,670.15 1,250,000.00 41,151,329.22
May 25, 2004 15,823,000.61 11,302,142.94 1,250,000.00 41,042,192.05
June 25, 2004 15,459,312.41 11,042,365.65 1,250,000.00 40,934,635.00
July 25, 2004 15,098,058.61 10,784,327.24 1,250,000.00 40,828,638.41
August 25, 2004 14,739,223.87 10,528,016.72 1,250,000.00 40,724,182.78
September 25, 2004 14,382,792.91 10,273,423.18 1,250,000.00 40,621,248.81
October 25, 2004 14,028,750.56 10,020,535.79 1,250,000.00 40,519,817.37
November 25, 2004 13,677,081.75 9,769,343.79 1,250,000.00 40,419,869.51
December 25, 2004 13,327,771.51 9,519,836.50 1,250,000.00 40,321,386.45
January 25, 2005 12,980,804.98 9,272,003.27 1,250,000.00 40,224,349.60
February 25, 2005 12,636,167.39 9,025,833.57 1,250,000.00 40,128,740.51
March 25, 2005 12,293,844.07 8,781,316.92 1,250,000.00 40,034,540.94
April 25, 2005 11,953,820.44 8,538,442.90 1,250,000.00 39,941,732.80
May 25, 2005 11,616,082.03 8,297,201.18 1,250,000.00 39,850,298.16
June 25, 2005 11,280,614.45 8,057,581.49 1,250,000.00 39,760,219.27
July 25, 2005 10,947,403.42 7,819,573.62 1,250,000.00 39,671,478.55
August 25, 2005 10,616,434.75 7,583,167.44 1,250,000.00 39,584,058.56
September 25, 2005 10,287,694.35 7,348,352.87 1,250,000.00 39,497,942.05
October 25, 2005 9,961,168.22 7,115,119.93 1,250,000.00 39,413,111.88
November 25, 2005 9,636,842.44 6,883,458.67 1,250,000.00 39,329,551.15
December 25, 2005 9,314,703.21 6,653,359.23 1,250,000.00 39,247,243.02
January 25, 2006 8,994,736.80 6,424,811.80 1,250,000.00 39,166,170.90
February 25, 2006 8,676,929.58 6,197,806.65 1,250,000.00 39,086,318.28
March 25, 2006 8,361,268.02 5,972,334.11 1,250,000.00 39,007,668.83
April 25, 2006 8,047,738.65 5,748,384.57 1,250,000.00 38,930,206.40
May 25, 2006 7,736,328.12 5,525,948.49 1,250,000.00 38,853,914.94
June 25, 2006 7,427,023.17 5,305,016.39 1,250,000.00 38,778,778.56
July 25, 2006 7,119,810.61 5,085,578.85 1,250,000.00 38,704,781.55
August 25, 2006 6,814,677.35 4,867,626.52 1,250,000.00 38,631,908.31
September 25, 2006 6,511,610.38 4,651,150.12 1,250,000.00 38,560,143.38
October 25, 2006 6,210,596.78 4,436,140.42 1,250,000.00 38,489,471.49
November 25, 2006 5,911,623.72 4,222,588.24 1,250,000.00 38,419,877.47
December 25, 2006 5,614,678.46 4,010,484.49 1,250,000.00 38,351,346.28
January 25, 2007 5,319,748.34 3,799,820.12 1,250,000.00 38,283,863.05
February 25, 2007 5,026,820.77 3,590,586.15 1,250,000.00 38,217,413.05
March 25, 2007 4,735,883.28 3,382,773.66 1,250,000.00 38,151,981.64
April 25, 2007 4,446,923.44 3,176,373.79 1,250,000.00 38,087,554.37
May 25, 2007 4,165,379.86 2,975,271.23 1,250,000.00 38,014,772.48
June 25, 2007 3,929,303.38 2,806,645.18 1,250,000.00 37,885,182.33
July 25, 2007 3,701,311.85 2,643,794.09 1,250,000.00 37,745,930.88
August 25, 2007 3,481,153.33 2,486,538.01 1,250,000.00 37,597,415.15
September 25, 2007 3,268,583.51 2,334,702.43 1,250,000.00 37,440,019.39
October 25, 2007 3,063,365.46 2,188,118.12 1,250,000.00 37,274,115.41
November 25, 2007 2,865,269.43 2,046,620.96 1,250,000.00 37,100,063.02
December 25, 2007 2,674,072.61 1,910,051.80 1,250,000.00 36,918,210.38
January 25, 2008 2,489,558.93 1,778,256.32 1,250,000.00 36,728,894.32
February 25, 2008 2,311,518.88 1,651,084.86 1,250,000.00 36,532,440.72
March 25, 2008 2,139,749.28 1,528,392.30 1,250,000.00 36,329,164.83
April 25, 2008 1,974,053.13 1,410,037.90 1,250,000.00 36,119,371.60
May 25, 2008 1,814,239.37 1,295,885.23 1,250,000.00 35,903,355.97
June 25, 2008 1,670,916.43 1,193,511.69 1,250,000.00 35,668,245.54
July 25, 2008 1,532,854.30 1,094,895.89 1,250,000.00 35,427,866.96
August 25, 2008 1,399,883.01 999,916.40 1,250,000.00 35,182,479.90
September 25, 2008 1,271,837.81 908,455.55 1,250,000.00 34,932,335.31
October 25, 2008 1,148,559.02 820,399.27 1,250,000.00 34,677,675.71
November 25, 2008 1,029,891.88 735,637.03 1,250,000.00 34,418,735.40
December 25, 2008 915,686.40 654,061.70 1,250,000.00 34,155,740.73
January 25, 2009 805,797.23 575,569.43 1,250,000.00 33,888,910.36
February 25, 2009 700,083.50 500,059.62 1,250,000.00 33,618,455.47
March 25, 2009 598,408.68 427,434.76 1,250,000.00 33,344,580.03
April 25, 2009 500,640.49 357,600.34 1,250,000.00 33,067,480.97
May 25, 2009 406,650.73 290,464.79 1,250,000.00 32,787,348.45
June 25, 2009 334,669.84 239,049.87 1,250,000.00 32,482,985.28
July 25, 2009 265,619.22 189,728.00 1,250,000.00 32,176,868.45
August 25, 2009 199,396.48 142,426.05 1,250,000.00 31,869,145.06
September 25, 2009 135,902.55 97,073.25 1,250,000.00 31,559,956.77
October 25, 2009 75,041.60 53,601.14 1,250,000.00 31,249,439.90
November 25, 2009 16,720.89 11,943.49 1,250,000.00 30,937,725.65
December 25, 2009 0 0 1,182,886.97 30,624,940.22
January 25, 2010 1,091,161.75 30,311,205.01
February 25, 2010 1,003,344.84 29,996,636.78
March 25, 2010 919,297.07 29,681,347.74
April 25, 2010 838,883.82 29,365,445.78
May 25, 2010 761,974.92 29,049,034.54
June 25, 2010 713,303.57 28,716,668.92
July 25, 2010 666,771.70 28,384,967.05
August 25, 2010 622,298.26 28,053,985.14
September 25, 2010 579,805.03 27,723,776.76
October 25, 2010 539,216.51 27,394,392.95
November 25, 2010 500,459.88 27,065,882.24
December 25, 2010 463,464.84 26,738,290.83
January 25, 2011 428,163.60 26,411,662.59
February 25, 2011 394,490.75 26,086,039.18
March 25, 2011 362,383.18 25,761,460.15
April 25, 2011 331,780.04 25,437,962.95
May 25, 2011 302,622.61 25,115,583.08
June 25, 2011 293,090.92 24,784,539.68
July 25, 2011 283,853.45 24,455,563.31
August 25, 2011 274,901.23 24,128,641.94
September 25, 2011 266,225.57 23,803,763.40
October 25, 2011 257,818.03 23,480,915.42
November 25, 2011 249,670.45 23,160,085.61
December 25, 2011 241,774.87 22,841,261.51
January 25, 2012 234,123.63 22,524,430.53
February 25, 2012 226,709.24 22,209,580.03
March 25, 2012 219,524.48 21,896,697.27
April 25, 2012 212,562.34 21,585,769.42
May 25, 2012 205,816.01 21,276,783.60
June 25, 2012 199,278.90 20,969,726.86
July 25, 2012 192,944.60 20,664,586.20
August 25, 2012 186,806.91 20,361,348.55
September 25, 2012 180,859.82 20,060,000.79
October 25, 2012 175,097.50 19,760,529.74
November 25, 2012 169,514.28 19,462,922.22
December 25, 2012 164,104.68 19,167,164.98
January 25, 2013 158,863.38 18,873,244.74
February 25, 2013 153,785.22 18,581,148.19
March 25, 2013 148,865.21 18,290,862.00
April 25, 2013 144,098.48 18,002,372.83
May 25, 2013 139,480.34 17,715,667.28
June 25, 2013 135,006.23 17,430,731.97
July 25, 2013 130,671.72 17,147,553.51
August 25, 2013 126,472.53 16,866,118.47
September 25, 2013 122,404.50 16,586,413.45
October 25, 2013 118,463.60 16,308,425.01
November 25, 2013 114,645.92 16,032,139.73
December 25, 2013 110,947.67 15,757,544.20
January 25, 2014 107,365.17 15,484,625.00
February 25, 2014 103,894.87 15,213,368.72
March 25, 2014 100,533.30 14,943,761.96
April 25, 2014 97,277.12 14,675,791.33
May 25, 2014 94,123.08 14,409,443.45
June 25, 2014 91,068.03 14,144,704.97
July 25, 2014 88,108.92 13,881,562.54
August 25, 2014 85,242.78 13,620,002.85
September 25, 2014 82,466.76 13,360,012.59
October 25, 2014 79,778.06 13,101,578.48
November 25, 2014 77,173.99 12,844,687.27
December 25, 2014 74,651.94 12,589,325.74
January 25, 2015 72,209.36 12,335,480.69
February 25, 2015 69,843.81 12,083,138.93
March 25, 2015 67,552.89 11,832,287.36
April 25, 2015 65,334.29 11,582,912.86
May 25, 2015 63,185.79 11,335,002.34
June 25, 2015 61,105.20 11,088,542.79
July 25, 2015 59,090.42 10,843,521.19
August 25, 2015 57,139.41 10,599,924.59
September 25, 2015 55,250.19 10,357,740.05
October 25, 2015 53,420.84 10,116,954.70
November 25, 2015 51,649.51 9,877,555.68
December 25, 2015 49,934.40 9,639,530.18
January 25, 2016 48,273.74 9,402,865.47
February 25, 2016 46,665.86 9,167,548.78
March 25, 2016 45,109.11 8,933,567.46
April 25, 2016 43,601.90 8,700,908.88
May 25, 2016 42,142.69 8,469,560.43
June 25, 2016 40,729.98 8,239,509.59
July 25, 2016 39,362.32 8,010,743.85
August 25, 2016 38,038.30 7,783,250.78
September 25, 2016 36,756.58 7,557,017.93
October 25, 2016 35,515.81 7,332,033.00
November 25, 2016 34,314.74 7,108,283.64
December 25, 2016 33,152.11 6,885,757.61
January 25, 2017 32,026.72 6,664,442.70
February 25, 2017 30,937.41 6,444,326.75
March 25, 2017 29,883.05 6,225,397.64
April 25, 2017 28,862.55 6,007,643.31
May 25, 2017 27,874.85 5,791,051.75
June 25, 2017 26,918.91 5,575,611.02
July 25, 2017 25,993.74 5,361,309.18
August 25, 2017 25,098.37 5,148,134.40
September 25, 2017 24,231.88 4,936,074.85
October 25, 2017 23,393.34 4,725,118.78
November 25, 2017 22,581.90 4,515,254.49
December 25, 2017 21,796.68 4,306,470.32
January 25, 2018 21,036.86 4,098,754.69
February 25, 2018 20,301.66 3,892,096.02
March 25, 2018 19,590.28 3,686,482.83
April 25, 2018 18,901.98 3,481,903.67
May 25, 2018 18,236.04 3,278,347.15
June 25, 2018 17,591.74 3,075,801.92
July 25, 2018 16,968.40 2,874,256.70
August 25, 2018 16,365.36 2,673,700.25
September 25, 2018 15,781.98 2,474,121.37
October 25, 2018 15,217.63 2,275,508.95
November 25, 2018 14,671.72 2,077,851.88
December 25, 2018 14,143.65 1,881,139.15
January 25, 2019 13,632.87 1,685,359.77
February 25, 2019 13,138.82 1,490,502.81
March 25, 2019 12,660.97 1,296,557.40
April 25, 2019 12,198.81 1,103,512.70
May 25, 2019 11,751.84 911,357.95
June 25, 2019 11,319.58 720,082.42
July 25, 2019 10,901.56 529,675.43
August 25, 2019 10,497.31 340,126.37
September 25, 2019 10,106.42 151,424.65
October 25, 2019 9,728.44 0
November 25, 2019 9,362.97
December 25, 2019 9,009.60
January 25, 2020 8,667.96
February 25, 2020 8,337.66
March 25, 2020 8,018.34
April 25, 2020 7,709.65
May 25, 2020 7,411.24
June 25, 2020 7,122.80
July 25, 2020 6,843.99
August 25, 2020 6,574.51
September 25, 2020 6,314.06
October 25, 2020 6,062.34
November 25, 2020 5,819.09
December 25, 2020 5,584.01
January 25, 2021 5,356.85
February 25, 2021 5,137.35
March 25, 2021 4,925.27
April 25, 2021 4,720.37
May 25, 2021 4,522.40
June 25, 2021 4,331.15
July 25, 2021 4,146.40
August 25, 2021 3,967.94
September 25, 2021 3,795.56
October 25, 2021 3,629.07
November 25, 2021 3,468.27
December 25, 2021 3,312.98
January 25, 2022 3,163.01
February 25, 2022 3,018.20
March 25, 2022 2,878.37
April 25, 2022 2,743.37
May 25, 2022 2,613.03
June 25, 2022 2,487.19
July 25, 2022 2,365.73
August 25, 2022 2,248.48
September 25, 2022 2,135.31
October 25, 2022 2,026.08
November 25, 2022 1,920.67
December 25, 2022 1,818.95
January 25, 2023 1,720.80
February 25, 2023 1,626.09
March 25, 2023 1,534.72
April 25, 2023 1,446.58
May 25, 2023 1,361.55
June 25, 2023 1,279.53
July 25, 2023 1,200.43
August 25, 2023 1,124.14
September 25, 2023 1,050.57
October 25, 2023 979.63
November 25, 2023 911.24
December 25, 2023 845.3
January 25, 2024 781.74
February 25, 2024 720.47
March 25, 2024 661.42
April 25, 2024 604.52
May 25, 2024 549.68
June 25, 2024 496.84
July 25, 2024 445.94
August 25, 2024 396.9
September 25, 2024 349.67
October 25, 2024 304.17
November 25, 2024 260.37
December 25, 2024 218.18
January 25, 2025 177.57
February 25, 2025 138.47
March 25, 2025 100.84
April 25, 2025 64.62
May 25, 2025 29.77
June 25, 2025 0
EXHIBIT IA-A
Form of Class IA-A Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IA-A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IA-A CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IA-A CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IA-A CERTIFICATE
CERTIFICATE RATE APPROXIMATE AGGREGATE
PER ANNUM: 6.00% INITIAL CERTIFICATE PRINCIPAL BALANCE
OF THE CLASS IA-A CERTIFICATES AS OF
THE CLOSING DATE: $8,663,469
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS
DENOMINATION: OF $25,000.
APPROXIMATE AGGREGATE
DATE OF THE TRUST SCHEDULED PRINCIPAL BALANCE
AGREEMENT: AS OF AS OF THE CUT-OFF DATE OF THE
MAY 1, 2002 MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
CLOSING DATE: SERVICER:
MAY 29, 2002 COUNTRYWIDE HOME LOANS, INC.
WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
AUGUST 25, 2016
CUSTODIAN: JPMORGAN CHASE BANK
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IA-A CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IA-A Certificates (the "Class IA-A Certificates")
issued by the trust (the "Trust") created pursuant to a trust agreement,
dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as Depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase
Bank, as Trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and Wells Fargo Home Mortgage, Inc. (the
"Wells Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on
this Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IA-A Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in
the Trust Agreement and subject to any limitations on transfer of this
Certificate by a Depository or its nominee and certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate
of the same Class in the same denomination. No service charge will be made
for any such registration of transfer or exchange, but the Custodian may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Servicer, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicer, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicer) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not
be entitled to any benefit under the Trust Agreement or be valid for any
purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust as
Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to be
duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IA-A CERTIFICATES REFERRED TO IN
THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
----------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties
JT TEN - as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
--------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ ________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
EXHIBIT IA-B
Form of Class IA-B Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IA-B CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IA-B CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IA-B CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IA-B CERTIFICATE
CERTIFICATE RATE APPROXIMATE AGGREGATE
PER ANNUM: 6.50% INITIAL CERTIFICATE PRINCIPAL BALANCE
OF THE CLASS IA-B CERTIFICATES AS OF
THE CLOSING DATE: $59,953,000
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS
DENOMINATION: OF $25,000.
APPROXIMATE AGGREGATE
DATE OF THE TRUST SCHEDULED PRINCIPAL BALANCE
AGREEMENT: AS OF AS OF THE CUT-OFF DATE OF THE
MAY 1, 2002 MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
CLOSING DATE: SERVICER:
MAY 29, 2002 COUNTRYWIDE HOME LOANS, INC.
WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
AUGUST 25, 2016
CUSTODIAN: JPMORGAN CHASE BANK
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IA-B CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IA-B Certificates (the "Class IA-B Certificates")
issued by the trust (the "Trust") created pursuant to a trust agreement,
dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as Depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase
Bank, as Trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and Wells Fargo Home Mortgage, Inc. (the
"Wells Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on
this Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IA-B Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in
the Trust Agreement and subject to any limitations on transfer of this
Certificate by a Depository or its nominee and certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate
of the same Class in the same denomination. No service charge will be made
for any such registration of transfer or exchange, but the Custodian may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Servicer, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicer, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicer) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not
be entitled to any benefit under the Trust Agreement or be valid for any
purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust as
Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to be
duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IA-B CERTIFICATES REFERRED TO IN
THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
--------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IA-C
Form of Class IA-C Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IA-C CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IA-C CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IA-C CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IA-C CERTIFICATE
CERTIFICATE RATE APPROXIMATE AGGREGATE
PER ANNUM: 7.50% INITIAL CERTIFICATE PRINCIPAL BALANCE
OF THE CLASS IA-C CERTIFICATES AS OF
THE CLOSING DATE: $26,742,649
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS
DENOMINATION: OF $25,000.
APPROXIMATE AGGREGATE
DATE OF THE TRUST SCHEDULED PRINCIPAL BALANCE
AGREEMENT: AS OF AS OF THE CUT-OFF DATE OF THE
MAY 1, 2002 MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
CLOSING DATE: SERVICER:
MAY 29, 2002 COUNTRYWIDE HOME LOANS, INC.
WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
AUGUST 25, 2016
CUSTODIAN: JPMORGAN CHASE BANK
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IA-C CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IA-C Certificates (the "Class IA-C Certificates")
issued by the trust (the "Trust") created pursuant to a trust agreement,
dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as Depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase
Bank, as Trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and Wells Fargo Home Mortgage, Inc. (the
"Wells Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on
this Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IA-C Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicer, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicer, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicer) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IA-C CERTIFICATES REFERRED TO IN
THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
----------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act_________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ ________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IIA-A
Form of Class IIA-A Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IIA-A CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIA-A CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-A CERTIFICATE
CERTIFICATE RATE APPROXIMATE AGGREGATE
PER ANNUM: 6.50% INITIAL CERTIFICATE PRINCIPAL BALANCE
OF THE CLASS IIA-A CERTIFICATES AS OF
THE CLOSING DATE: $48,607,008
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS
DENOMINATION: OF $25,000.
APPROXIMATE AGGREGATE
DATE OF THE TRUST SCHEDULED PRINCIPAL BALANCE
AGREEMENT: AS OF AS OF THE CUT-OFF DATE OF THE
MAY 1, 2002 MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
CLOSING DATE: SERVICER:
MAY 29, 2002 COUNTRYWIDE HOME LOANS, INC.
WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
CUSTODIAN: JPMORGAN CHASE BANK
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-A CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIA-A Certificates (the "Class IIA-A
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and Wells Fargo Home Mortgage, Inc.
(the "Wells Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on
this Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIA-A Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicer, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicer, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicer) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIA-A CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
----------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ ________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IIA-B1
Form of Class IIA-B1 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IIA-B1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIA-B1 CERTIFICATE IS SUBJECT TO PREPAYMENT
FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B1 CERTIFICATE
CERTIFICATE RATE APPROXIMATE AGGREGATE
PER ANNUM: VARIABLE (1) INITIAL CERTIFICATE PRINCIPAL BALANCE
OF THE CLASS IIA-B1 CERTIFICATES AS OF
THE CLOSING DATE: $15,301,285
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS
DENOMINATION: OF $25,000.
APPROXIMATE AGGREGATE
DATE OF THE TRUST SCHEDULED PRINCIPAL BALANCE
AGREEMENT: AS OF AS OF THE CUT-OFF DATE OF THE
MAY 1, 2002 MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
CLOSING DATE: SERVICER:
MAY 29, 2002 COUNTRYWIDE HOME LOANS, INC.
WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
CUSTODIAN: JPMORGAN CHASE BANK
NO. 1 CUSIP NO.
------------------------------
(1) The Class IIA-B1 Certificates will bear interest at a rate equal to
LIBOR plus 0.70%, subject to a maximum rate of 8.50% and a minimum
rate of 0.70%. For the initial Distribution Date, the Certificate
Rate for the Class IIA-B1 Certificates will equal 2.54%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIA-B1 Certificates (the "Class IIA-B1
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and Wells Fargo Home Mortgage, Inc.
(the "Wells Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the Business Day
immediately preceding such Distribution Date (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on
this Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIA-B1 Certificates. The Certificates are issued
in multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in
the Trust Agreement and subject to any limitations on transfer of this
Certificate by a Depository or its nominee and certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate
of the same Class in the same denomination. No service charge will be made
for any such registration of transfer or exchange, but the Custodian may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Servicer, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicer, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicer) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not
be entitled to any benefit under the Trust Agreement or be valid for any
purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust as
Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to be
duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIA-B1 CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
----------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ ________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IIA-B2
Form of Class IIA-B2 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO
THE RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE
LOANS.
THIS CLASS IIA-B2 CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS
WITH RESPECT TO PRINCIPAL.
THIS CLASS IIA-B2 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IIA-B2 CERTIFICATE
CERTIFICATE RATE: APPROXIMATE INITIAL NOTIONAL AMOUNT
FLOATING(1) AS OF THE CUT-OFF DATE: $15,301,285
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $1,000,000 AND $1 IN EXCESS OF $1,000,000
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
WELLS FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
------------------------------
(1) The Class IIA-B2 Certificates will bear interest at a rate equal to
7.80% minus LIBOR, subject to a maximum rate of 7.80% and a minimum
rate of 0.00%. For the initial Distribution Date, the Certificate
Rate for the Class IIA-B2 Certificates will equal 5.96%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIA-B2 Certificates (the "Class IIA-B2
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and Wells Fargo Home Mortgage, Inc.
(the "Wells Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the Business Day
immediately preceding such Distribution Date (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
This Certificate will not be entitled to any distribution of
principal. Interest on this Certificate, for any Distribution Date, will
accrue based on a year of 360 days and the actual number of days in the
Interest Accrual Period. The Interest Accrual Period, for any Distribution
Date, is the period from and including the prior Distribution Date to, but
excluding, such Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pas-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing the Percentage Interest
specified on the face hereof in the Class of Certificates specified on the
face hereof. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust.
Interest shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Holders in the manner set forth in the
Trust Agreement. All losses on the Mortgage Loans allocated to any Class of
Certificates will be allocated pro rata among the outstanding Certificates
of such Class, as described in the Trust Agreement.
The Class IIA-B2 Certificates were issued on May 29, 2002 with
original issue discount ("OID") for federal income tax purposes. On each
Distribution Date, the Class IIA-B2 Certificates will be entitled to
receive an amount equal to one-twelfth of the Certificate Rate multiplied
by the Class IIA-B2 Notional Amount. The Class IIA-B2 Notional Amount, for
any Distribution Date, will equal the Certificate Balance of the Class
IIA-B1 Certificates for such Distribution Date. Certificateholders should
be aware that the methodology for accruing OID on the Class IIA-B2
Certificates is not entirely clear under current law.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in
the Trust Agreement and subject to any limitations on transfer of this
Certificate by a Depository or its nominee and certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate
of the same Class in the same denomination. No service charge will be made
for any such registration of transfer or exchange, but the Custodian may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not
be entitled to any benefit under the Trust Agreement or be valid for any
purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust as
Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to be
duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIA-B2 CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
----------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act_________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IIA-B3
Form of Class IIA-B3 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IIA-B3 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIA-B3 CERTIFICATE IS SUBJECT TO PREPAYMENT
FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B3 CERTIFICATE
CERTIFICATE RATE APPROXIMATE AGGREGATE
PER ANNUM: 5.50% INITIAL CERTIFICATE PRINCIPAL BALANCE
OF THE CLASS IIA-B3 CERTIFICATES AS OF
THE CLOSING DATE: $25,323,667
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS
DENOMINATION: OF $25,000.
APPROXIMATE AGGREGATE
DATE OF THE TRUST SCHEDULED PRINCIPAL BALANCE
AGREEMENT: AS OF AS OF THE CUT-OFF DATE OF THE
MAY 1, 2002 MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
CLOSING DATE: SERVICER:
MAY 29, 2002 COUNTRYWIDE HOME LOANS, INC.
WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
CUSTODIAN: JPMORGAN CHASE BANK
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B3 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIA-B3 Certificates (the "Class IIA-B3
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and Wells Fargo Home Mortgage, Inc.
(the "Wells Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on
this Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIA-B3 Certificates. The Certificates are issued
in multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicer, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicer, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicer) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIA-B3 CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
----------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IIA-B4
Form of Class IIA-B4 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B4 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IIA-B4 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIA-B4 CERTIFICATE IS SUBJECT TO PREPAYMENT
FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B4 CERTIFICATE
CERTIFICATE RATE APPROXIMATE AGGREGATE
PER ANNUM: VARIABLE(1) INITIAL CERTIFICATE PRINCIPAL BALANCE
OF THE CLASS IIA-B4 CERTIFICATES AS OF
THE CLOSING DATE: $18,088,333
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS
DENOMINATION: OF $25,000.
APPROXIMATE AGGREGATE
DATE OF THE TRUST SCHEDULED PRINCIPAL BALANCE
AGREEMENT: AS OF AS OF THE CUT-OFF DATE OF THE
MAY 1, 2002 MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
CLOSING DATE: SERVICER:
MAY 29, 2002 COUNTRYWIDE HOME LOANS, INC.
WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
CUSTODIAN: JPMORGAN CHASE BANK
NO. 1 CUSIP NO.
---------------------
(1) The Class IIA-B4 Certificates will bear interest at a rate equal to
LIBOR plus 0.35%, subject to a maximum rate of 8.50% and a minimum
rate of 0.35%. For the initial Distribution Date, the Certificate
Rate for the Class IIA-B4 Certificates will equal 2.19%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B4 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIA-B4 Certificates (the "Class IIA-B4
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and Wells Fargo Home Mortgage, Inc.
(the "Wells Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the Business Day
immediately preceding such Distribution Date (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on
this Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIA-B4 Certificates. The Certificates are issued
in multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in
the Trust Agreement and subject to any limitations on transfer of this
Certificate by a Depository or its nominee and certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate
of the same Class in the same denomination. No service charge will be made
for any such registration of transfer or exchange, but the Custodian may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Servicer, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicer, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicer) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not
be entitled to any benefit under the Trust Agreement or be valid for any
purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust as
Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to be
duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIA-B4 CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
-------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act ________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IIA-B5
Form of Class IIA-B5 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B5 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO
THE RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE
LOANS.
THIS CLASS IIA-B5 CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS
WITH RESPECT TO PRINCIPAL.
THIS CLASS IIA-B5 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IIA-B5 CERTIFICATE
CERTIFICATE RATE: APPROXIMATE INITIAL NOTIONAL AMOUNT
FLOATING(1) AS OF THE CUT-OFF DATE: $18,088,333
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $1,000,000 AND $1 IN EXCESS OF $1,000,000
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
------------------------------
(1) The Class IIA-B5 Certificates will bear interest at a rate equal to
8.15% minus LIBOR, subject to a maximum rate of 8.15% and a minimum
rate of 0.00%. For the initial Distribution Date, the Certificate
Rate for the Class IIA-B5 Certificates will equal 6.31%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B5 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIA-B5 Certificates (the "Class IIA-B5
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc.
(the "▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the Business Day
immediately preceding such Distribution Date (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
This Certificate will not be entitled to any distribution of
principal. Interest on this Certificate, for any Distribution Date, will
accrue based on a year of 360 days and the actual number of days in the
Interest Accrual Period. The Interest Accrual Period, for any Distribution
Date, is the period from and including the prior Distribution Date to, but
excluding, such Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pas-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing the Percentage Interest
specified on the face hereof in the Class of Certificates specified on the
face hereof. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust.
Interest shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Holders in the manner set forth in the
Trust Agreement. All losses on the Mortgage Loans allocated to any Class of
Certificates will be allocated pro rata among the outstanding Certificates
of such Class, as described in the Trust Agreement.
The Class IIA-B5 Certificates were issued on May 29, 2002 with
original issue discount ("OID") for federal income tax purposes. On each
Distribution Date, the Class IIA-B2 Certificates will be entitled to
receive an amount equal to one-twelfth of the Certificate Rate multiplied
by the Class IIA-B5 Notional Amount. The Class IIA-B5 Notional Amount, for
any Distribution Date, will equal the Certificate Balance of the Class
IIA-B4 Certificates for such Distribution Date. Certificateholders should
be aware that the methodology for accruing OID on the Class IIA-B5
Certificates is not entirely clear under current law.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in
the Trust Agreement and subject to any limitations on transfer of this
Certificate by a Depository or its nominee and certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate
of the same Class in the same denomination. No service charge will be made
for any such registration of transfer or exchange, but the Custodian may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not
be entitled to any benefit under the Trust Agreement or be valid for any
purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust as
Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to be
duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIA-B5 CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
---------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN -as joint tenants with Under Uniform Gifts to Minors Act_________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ ________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IIA-B6
Form of Class IIA-B6 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B6 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IIA-B6 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIA-B6 CERTIFICATE IS SUBJECT TO PREPAYMENT
FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B6 CERTIFICATE
CERTIFICATE RATE APPROXIMATE AGGREGATE
PER ANNUM: 6.75% INITIAL CERTIFICATE PRINCIPAL BALANCE OF
THE CLASS IIA-B6 CERTIFICATES AS OF THE
CLOSING DATE: $1,250,000
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS
DENOMINATION: OF $25,000.
APPROXIMATE AGGREGATE
DATE OF THE TRUST SCHEDULED PRINCIPAL BALANCE
AGREEMENT: AS OF AS OF THE CUT-OFF DATE OF THE
MAY 1, 2002 MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
CLOSING DATE: SERVICER:
MAY 29, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
CUSTODIAN: JPMORGAN CHASE BANK
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B6 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIA-B6 Certificates (the "Class IIA-B6
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc.
(the "▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on
this Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIA-B6 Certificates. The Certificates are issued
in multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicer, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicer, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicer) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIA-B6 CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
----------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IIA-B7
Form of Class IIA-B7 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B7 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IIA-B7 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIA-B7 CERTIFICATE IS SUBJECT TO PREPAYMENT
FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B7 CERTIFICATE
CERTIFICATE RATE APPROXIMATE AGGREGATE
PER ANNUM: 6.75% INITIAL CERTIFICATE PRINCIPAL BALANCE OF
THE CLASS IIA-B7 CERTIFICATES AS OF THE
CLOSING DATE: $44,145,715
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS
DENOMINATION: OF $25,000.
APPROXIMATE AGGREGATE
DATE OF THE TRUST SCHEDULED PRINCIPAL BALANCE
AGREEMENT: AS OF AS OF THE CUT-OFF DATE OF THE
MAY 1, 2002 MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
CLOSING DATE: SERVICER:
MAY 29, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
CUSTODIAN: JPMORGAN CHASE BANK
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B7 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIA-B7 Certificates (the "Class IIA-B7
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc.
(the "▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on
this Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIA-B7 Certificates. The Certificates are issued
in multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicer, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicer, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicer) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIA-B7 CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
---------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act_________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ ________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IIA-B8
Form of Class IIA-B8 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B8 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IIA-B8 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIA-B8 CERTIFICATE IS SUBJECT TO PREPAYMENT
FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B8 CERTIFICATE
CERTIFICATE RATE APPROXIMATE AGGREGATE
PER ANNUM: 6.75%(1) INITIAL CERTIFICATE PRINCIPAL BALANCE OF
THE CLASS IIA-B8 CERTIFICATES AS OF THE
CLOSING DATE: $3,000,000
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS
DENOMINATION: OF $25,000.
APPROXIMATE AGGREGATE
DATE OF THE TRUST SCHEDULED PRINCIPAL BALANCE
AGREEMENT: AS OF AS OF THE CUT-OFF DATE OF THE
MAY 1, 2002 MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
CLOSING DATE: SERVICER:
MAY 29, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
CUSTODIAN: JPMORGAN CHASE BANK
NO. 1 CUSIP NO.
---------------------------
(1) The Class IIA-B8 Certificates do not pay interest on a current
basis. Current interest accrual on the Class IIA-B8 Certificates
will be added to the Certificate Balance of the Class IIA-B8
Certificates on each Distribution Date as provided in the Trust
Agreement.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-B8 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIA-B8 Certificates (the "Class IIA-B8
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc.
(the "▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on
this Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIA-B8 Certificates. The Certificates are issued
in multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Class IIA-B8 Certificates were issued on May 29, 2002 with
original issue discount ("OID") for federal income tax purposes. The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set
forth in the Trust Agreement. As provided in the Trust Agreement,
withdrawals from the Collection Accounts, the Certificate Account and
related accounts shall be made from time to time for purposes other than
distributions to Holders, such purposes including reimbursement of Advances
made, or certain expenses incurred, with respect to the Mortgage Loans and
administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicer, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicer, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicer) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIA-B8 CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
-------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IIA-C1
Form of Class IIA-C1 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-C1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IIA-C1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIA-C1 CERTIFICATE IS SUBJECT TO PREPAYMENT
FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-C1 CERTIFICATE
CERTIFICATE RATE APPROXIMATE AGGREGATE
PER ANNUM: VARIABLE(1) INITIAL CERTIFICATE PRINCIPAL BALANCE OF
THE CLASS IIA-C1 CERTIFICATES AS OF THE
CLOSING DATE: $46,206,213
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS
DENOMINATION: OF $25,000.
APPROXIMATE AGGREGATE
DATE OF THE TRUST SCHEDULED PRINCIPAL BALANCE
AGREEMENT: AS OF AS OF THE CUT-OFF DATE OF THE
MAY 1, 2002 MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
CLOSING DATE: SERVICER:
MAY 29, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
CUSTODIAN: JPMORGAN CHASE BANK
NO. 1 CUSIP NO.
--------------------------
(1) The Class IIA-C1 Certificates will bear interest at a rate equal to
LIBOR plus 0.65%, subject to a maximum rate of 8.50% and a minimum
rate of 0.65%. For the initial Distribution Date, the Certificate
Rate for the Class IIA-C1 Certificates will equal 2.49%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-C1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIA-C1 Certificates (the "Class IIA-C1
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc.
(the "▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the Business Day
immediately preceding such Distribution Date (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on
this Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIA-C1 Certificates. The Certificates are issued
in multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Class IIA-C1 Certificates were issued on May 29, 2002 with
original issue discount ("OID") for federal income tax purposes. The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set
forth in the Trust Agreement. As provided in the Trust Agreement,
withdrawals from the Collection Accounts, the Certificate Account and
related accounts shall be made from time to time for purposes other than
distributions to Holders, such purposes including reimbursement of Advances
made, or certain expenses incurred, with respect to the Mortgage Loans and
administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in
the Trust Agreement and subject to any limitations on transfer of this
Certificate by a Depository or its nominee and certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate
of the same Class in the same denomination. No service charge will be made
for any such registration of transfer or exchange, but the Custodian may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Servicer, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicer, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicer) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not
be entitled to any benefit under the Trust Agreement or be valid for any
purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust as
Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to be
duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIA-C1 CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
----------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act_________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ ________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IIA-C2
Form of Class IIA-C2 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-C2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO
THE RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE
LOANS.
THIS CLASS IIA-C2 CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS
WITH RESPECT TO PRINCIPAL.
THIS CLASS IIA-C2 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IIA-C2 CERTIFICATE
CERTIFICATE RATE: APPROXIMATE INITIAL NOTIONAL AMOUNT
FLOATING(1) AS OF THE CUT-OFF DATE: $46,206,213
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $1,000,000 AND $1 IN EXCESS OF $1,000,000
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
------------------------------
(1) The Class IIA-C2 Certificates will bear interest at a rate equal to
7.85% minus LIBOR, subject to a maximum rate of 7.85% and a minimum
rate of 0.00%. For the initial Distribution Date, the Certificate
Rate for the Class IIA-C2 Certificates will equal 6.01%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIA-C2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIA-C2 Certificates (the "Class IIA-C2
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc.
(the "▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the Business Day
immediately preceding such Distribution Date (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
This Certificate will not be entitled to any distribution of
principal. Interest on this Certificate, for any Distribution Date, will
accrue based on a year of 360 days and the actual number of days in the
Interest Accrual Period. The Interest Accrual Period, for any Distribution
Date, is the period from and including the prior Distribution Date to, but
excluding, such Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pas-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing the Percentage Interest
specified on the face hereof in the Class of Certificates specified on the
face hereof. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust.
Interest shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Holders in the manner set forth in the
Trust Agreement. All losses on the Mortgage Loans allocated to any Class of
Certificates will be allocated pro rata among the outstanding Certificates
of such Class, as described in the Trust Agreement.
The Class IIA-C2 Certificates were issued on May 29, 2002 with
original issue discount ("OID") for federal income tax purposes. On each
Distribution Date, the Class IIA-C2 Certificates will be entitled to
receive an amount equal to one-twelfth of the Certificate Rate multiplied
by the Class IIA-C2 Notional Amount. The Class IIA-C2 Notional Amount, for
any Distribution Date, will equal the Certificate Balance of the Class
IIA-C1 Certificates for such Distribution Date. Certificateholders should
be aware that the methodology for accruing OID on the Class IIA-C2
Certificates is not entirely clear under current law.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in
the Trust Agreement and subject to any limitations on transfer of this
Certificate by a Depository or its nominee and certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate
of the same Class in the same denomination. No service charge will be made
for any such registration of transfer or exchange, but the Custodian may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not
be entitled to any benefit under the Trust Agreement or be valid for any
purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust as
Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to be
duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIA-C2 CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
----------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act_________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT A-X
Form of Class A-X Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS A-X CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO
THE RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE
LOANS.
THIS CLASS A-X CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH
RESPECT TO PRINCIPAL.
THIS CLASS A-X CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS A-X CERTIFICATE
CERTIFICATE RATE: APPROXIMATE INITIAL NOTIONAL AMOUNT
8.50% AS OF THE CUT-OFF DATE: $342,973
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $342,973(1)
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
------------------------
(1) The entire Certificate Balance.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS A-X CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class A-X Certificates (the "Class A-X Certificates")
issued by the trust (the "Trust") created pursuant to a trust agreement,
dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as Depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase
Bank, as Trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
This Certificate will not be entitled to any distribution of
principal. Interest on this Certificate will accrue for an Interest Accrual
Period based on a 360-day year of twelve 30-day months. The Interest
Accrual Period, for any Distribution Date, is the immediately preceding
calendar month.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pas-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing the Percentage Interest
specified on the face hereof in the Class of Certificates specified on the
face hereof. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust.
Interest shortfalls on the Mortgage Loans shall be allocated on
the applicable Distribution Date to Holders in the manner set forth in the
Trust Agreement. All losses on the Mortgage Loans allocated to any Class of
Certificates will be allocated pro rata among the outstanding Certificates
of such Class, as described in the Trust Agreement.
The Class A-X Certificates were issued on May 29, 2002 with
original issue discount ("OID") for federal income tax purposes. On each
Distribution Date, the Class A-X Certificates will be entitled to receive
distributions of interests based on the Class A-X Notional Amount. On each
Distribution Date, the Class A-X Notional Amount will equal the sum of the
Group I Notional Component and the Group II Notional Component. On each
Distribution Date, the Group I Notional Component will equal the total
principal balance of the mortgage loans in Group I having Net Rates greater
than 7.50% per annum multiplied by the following fraction: (weighted
average Net Rate for all such mortgage loans minus 7.50%) / 8.50%. On each
Distribution Date, the Group II Notional Component will equal the total
principal balance of the mortgage loans in Group II having Net Rates
greater than 8.50% per annum multiplied by the following fraction:
(weighted average Net Rate for all such mortgage loans minus 8.50%) /
8.50%. Certificateholders should be aware that the methodology for accruing
OID on the Class A-X Certificates is not entirely clear under current law.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-X CERTIFICATES REFERRED TO IN
THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
---------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ ________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT A-P
Form of Class A-P Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS A-P CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS A-P CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS A-P CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS A-P CERTIFICATE
CERTIFICATE RATE APPROXIMATE AGGREGATE
PER ANNUM: 0.00%(1) INITIAL CERTIFICATE PRINCIPAL BALANCE OF
THE CLASS A-P CERTIFICATES AS OF THE
CLOSING DATE: $702,695
PERCENTAGE INTEREST: 100%
MINIMUM $702,695(2)
DENOMINATION:
APPROXIMATE AGGREGATE
DATE OF THE TRUST SCHEDULED PRINCIPAL BALANCE
AGREEMENT: AS OF AS OF THE CUT-OFF DATE OF THE
MAY 1, 2002 MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
CLOSING DATE: SERVICER:
MAY 29, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
CUSTODIAN: JPMORGAN CHASE BANK
NO. 1 CUSIP NO.
------------------------------
(1) The Class A-P Certificates are "principal only" Certificates and will
not be entitled to any interest.
(2) The entire Certificate Balance.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS A-P CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class A-P Certificates (the "Class A-P Certificates")
issued by the trust (the "Trust") created pursuant to a trust agreement,
dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as Depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase
Bank, as Trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on
this Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class A-P Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Class A-P Certificates were issued on May 29, 2002 with original
issue discount ("OID") for federal income tax purposes. The Certificates
are limited in right of payment to certain collections and recoveries
respecting the Mortgage Loans, all as more specifically set forth in the
Trust Agreement. As provided in the Trust Agreement, withdrawals from the
Collection Accounts, the Certificate Account and related accounts shall be
made from time to time for purposes other than distributions to Holders,
such purposes including reimbursement of Advances made, or certain expenses
incurred, with respect to the Mortgage Loans and administration of the
Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in
the Trust Agreement and subject to any limitations on transfer of this
Certificate by a Depository or its nominee and certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate
of the same Class in the same denomination. No service charge will be made
for any such registration of transfer or exchange, but the Custodian may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Servicer, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicer, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicer) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not
be entitled to any benefit under the Trust Agreement or be valid for any
purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust as
Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to be
duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-P CERTIFICATES REFERRED TO IN
THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
---------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ ________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports
and statements should be mailed to __________________________. This
information is provided by ____________________________, the assignee named
above, or _______________, as agent.
EXHIBIT IB-1
Form of Class IB-1 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IB-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IB-1 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
AND IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS IB-1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IB-1 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IB-1 CERTIFICATE
CERTIFICATE RATE: APPROXIMATE INITIAL CERTIFICATE
6.50% PRINCIPAL BALANCE OF THE CLASS IB-1
CERTIFICATES: $582,000
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF
$250,000
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
AUGUST 25, 2016
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IB-1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IB-1 Certificates (the "Class IB-1 Certificates")
issued by the trust (the "Trust") created pursuant to a trust agreement,
dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as Depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase
Bank, as Trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this
Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IB-1 Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IB-1 CERTIFICATES REFERRED TO IN
THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
--------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
EXHIBIT IB-2
Form of Class IB-2 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IB-2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IB-2 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
AND IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS IB-2 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IB-2 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IB-2 CERTIFICATE
CERTIFICATE RATE: APPROXIMATE INITIAL CERTIFICATE
6.50% PRINCIPAL BALANCE OF THE CLASS IB-2
CERTIFICATES: $340,000
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF
$250,000
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
AUGUST 25, 2016
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IB-2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IB-2 Certificates (the "Class IB-2 Certificates")
issued by the trust (the "Trust") created pursuant to a trust agreement,
dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as Depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase
Bank, as Trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this
Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IB-2 Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IB-2 CERTIFICATES REFERRED TO IN
THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
---------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ ________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
EXHIBIT IB-3
Form of Class IB-3 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IB-3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IB-3 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
AND IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS IB-3 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IB-3 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IB-3 CERTIFICATE
CERTIFICATE RATE: APPROXIMATE INITIAL CERTIFICATE
6.50% PRINCIPAL BALANCE OF THE CLASS IB-3
CERTIFICATES: $242,000
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $242,000(1)
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
AUGUST 25, 2016
NO. 1 CUSIP NO.
------------------------
(1) The entire Certificate Balance.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IB-3 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IB-3 Certificates (the "Class IB-3 Certificates")
issued by the trust (the "Trust") created pursuant to a trust agreement,
dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as Depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase
Bank, as Trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this
Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IB-3 Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IB-3 CERTIFICATES REFERRED TO IN
THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
---------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
EXHIBIT IB-4
Form of Class IB-4 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IB-4 CERTIFICATE
THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH
CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
THIS CLASS IB-4 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
AND IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS IB-4 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IB-4 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IB-4 CERTIFICATE
CERTIFICATE RATE: AGGREGATE INITIAL CERTIFICATE
6.50% PRINCIPAL BALANCE OF THE CLASS IB-4
CERTIFICATES: $97,000
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $97,000(1)
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
AUGUST 25, 2016
NO. 1 CUSIP NO.
------------------------
(1) The entire Certificate Balance.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IB-4 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
GS Mortgage Loan Trust, Series 2002-3F, a business trust organized
and existing under the laws of the State of New York (herein referred to as
the "Trust"), for value received, hereby promises to pay to ▇▇▇▇▇▇▇, ▇▇▇▇▇
& CO., or registered assigns, upon presentation and surrender of this
Certificate (the "Class IB-4 Certificate") the principal sum of
NINETY-SEVEN THOUSAND UNITED STATES DOLLARS payable as set forth below and
in the Trust Agreement referred to below.
The Trust was created pursuant to a trust agreement, dated as
specified above (the "Trust Agreement"), among GS Mortgage Certificates
Corp., as Depositor (hereinafter the "Depositor," which term includes any
successor entity under the Trust Agreement), JPMorgan Chase Bank, as
trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this
Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
By receipt of this Certificate, the Holder is deemed to represent
that: (1) it (A) is a Qualified Institutional Buyer, (B) is aware that the
sale of this Certificate to it is being made in reliance on Rule 144A and
(C) is acquiring this Certificate for its own account or for the account of
a Qualified Institutional Buyer, as the case may be and (2) it understands
that this Certificate has not been and will not be registered under the
Securities Act and may not be reoffered, resold, or otherwise transferred
except (A) to person who the Holder reasonably believes is a Qualified
Institutional Buyer in a transaction meeting the requirements of Rule 144A,
and (B) in accordance with all applicable state securities laws.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IB-4 Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IB-4 CERTIFICATES REFERRED TO IN
THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act_________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ ________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
EXHIBIT IB-5
Form of Class IB-5 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IB-5 CERTIFICATE
THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH
CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
THIS CLASS IB-5 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
AND IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS IB-5 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IB-5 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IB-5 CERTIFICATE
CERTIFICATE RATE: AGGREGATE INITIAL CERTIFICATE
6.50% PRINCIPAL BALANCE OF THE CLASS IB-5
CERTIFICATES: $97,000
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $97,000(1)
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANs, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
AUGUST 25, 2016
NO. 1 CUSIP NO.
------------------------
(1) The entire Certificate Balance.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IB-5 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
GS Mortgage Loan Trust, Series 2002-3F, a business trust organized
and existing under the laws of the State of New York (herein referred to as
the "Trust"), for value received, hereby promises to pay to ▇▇▇▇▇▇▇, ▇▇▇▇▇
& CO., or registered assigns, upon presentation and surrender of this
Certificate (the "Class IB-5 Certificate") the principal sum of
NINETY-SEVEN THOUSAND UNITED STATES DOLLARS payable as set forth below and
in the Trust Agreement referred to below.
The Trust was created pursuant to a trust agreement, dated as
specified above (the "Trust Agreement"), among GS Mortgage Certificates
Corp., as Depositor (hereinafter the "Depositor," which term includes any
successor entity under the Trust Agreement), JPMorgan Chase Bank, as
trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this
Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
By receipt of this Certificate, the Holder is deemed to represent
that: (1) it (A) is a Qualified Institutional Buyer, (B) is aware that the
sale of this Certificate to it is being made in reliance on Rule 144A and
(C) is acquiring this Certificate for its own account or for the account of
a Qualified Institutional Buyer, as the case may be and (2) it understands
that this Certificate has not been and will not be registered under the
Securities Act and may not be reoffered, resold, or otherwise transferred
except (A) to person who the Holder reasonably believes is a Qualified
Institutional Buyer in a transaction meeting the requirements of Rule 144A,
and (B) in accordance with all applicable state securities laws.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IB-5 Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IB-5 CERTIFICATES REFERRED TO IN
THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
---------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act_________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ ________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
EXHIBIT IB-6
Form of Class IB-6 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IB-6 CERTIFICATE
THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH
CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
THIS CLASS IB-6 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
AND IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS IB-6 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IB-6 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IB-6 CERTIFICATE
CERTIFICATE RATE: AGGREGATE INITIAL CERTIFICATE
6.50% PRINCIPAL BALANCE OF THE CLASS IB-6
CERTIFICATES: $194,565
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $194,565(1)
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
AUGUST 25, 2016
NO. 1 CUSIP NO.
------------------------
(1) The entire Certificate Balance.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IB-6 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
GS Mortgage Loan Trust, Series 2002-3F, a business trust organized
and existing under the laws of the State of New York (herein referred to as
the "Trust"), for value received, hereby promises to pay to ▇▇▇▇▇▇▇, ▇▇▇▇▇
& CO., or registered assigns, upon presentation and surrender of this
Certificate (the "Class IB-6 Certificate") the principal sum of ONE HUNDRED
NINETY-FOUR THOUSAND FIVE HUNDRED SIXTY-FIVE UNITED STATES DOLLARS payable
as set forth below and in the Trust Agreement referred to below.
The Trust was created pursuant to a trust agreement, dated as
specified above (the "Trust Agreement"), among GS Mortgage Certificates
Corp., as Depositor (hereinafter the "Depositor," which term includes any
successor entity under the Trust Agreement), JPMorgan Chase Bank, as
trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this
Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
By receipt of this Certificate, the Holder is deemed to represent
that: (1) it (A) is a Qualified Institutional Buyer, (B) is aware that the
sale of this Certificate to it is being made in reliance on Rule 144A and
(C) is acquiring this Certificate for its own account or for the account of
a Qualified Institutional Buyer, as the case may be and (2) it understands
that this Certificate has not been and will not be registered under the
Securities Act and may not be reoffered, resold, or otherwise transferred
except (A) to person who the Holder reasonably believes is a Qualified
Institutional Buyer in a transaction meeting the requirements of Rule 144A,
and (B) in accordance with all applicable state securities laws.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IB-6 Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IB-6 CERTIFICATES REFERRED TO IN
THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
--------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act _________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
EXHIBIT IIB-1
Form of Class IIB-1 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIB-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IIB-1 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
AND IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS IIB-1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIB-1 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IIB-1 CERTIFICATE
CERTIFICATE RATE: APPROXIMATE INITIAL CERTIFICATE
7.00% PRINCIPAL BALANCE OF THE CLASS IIB-1
CERTIFICATES: $2,644,000
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF
$250,000
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIB-1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIB-1 Certificates (the "Class IIB-1
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc.
(the "▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this
Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIB-1 Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIB-1 CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
---------------------
TEN ENT -as tenants by the (Cust) (Minor)
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act__________
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________
-------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
-----------------------------
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
EXHIBIT IIB-2
Form of Class IIB-2 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIB-2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IIB-2 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
AND IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS IIB-2 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIB-2 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IIB-2 CERTIFICATE
CERTIFICATE RATE: APPROXIMATE INITIAL CERTIFICATE
7.00% PRINCIPAL BALANCE OF THE CLASS IIB-2
CERTIFICATES: $2,538,000
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF
$250,000
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIB-2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIB-2 Certificates (the "Class IIB-2
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc.
(the "▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this
Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIB-2 Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIB-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the (Cust) (Minor) ------------
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE________________________________________________________________
________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _____________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
______________________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
EXHIBIT IIB-3
Form of Class IIB-3 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIB-3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN
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 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.
THIS CLASS IIB-3 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
AND IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS IIB-3 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIB-3 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IIB-3 CERTIFICATE
CERTIFICATE RATE: APPROXIMATE INITIAL CERTIFICATE
7.00% PRINCIPAL BALANCE OF THE CLASS IIB-3
CERTIFICATES: $1,692,000
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF
$250,000
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIB-3 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class IIB-3 Certificates (the "Class IIB-3
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), among GS
Mortgage Certificates Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and custodian (in such capacities the
"Trustee" and the "Custodian"), a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
two pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc.
(the "▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this
Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIB-3 Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIB-3 CERTIFICATES REFERRED TO
IN THE WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the (Cust) (Minor) ------------
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE________________________________________________________________
________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _____________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
______________________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
EXHIBIT IIB-4
Form of Class IIB-4 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIB-4 CERTIFICATE
THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH
CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
THIS CLASS IIB-4 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
AND IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS IIB-4 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIB-4 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IIB-4 CERTIFICATE
CERTIFICATE RATE: AGGREGATE INITIAL CERTIFICATE
7.00% PRINCIPAL BALANCE OF THE CLASS IIB-4
CERTIFICATES: $635,000
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS
OF $250,000
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIB-4 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
GS Mortgage Loan Trust, Series 2002-3F, a business trust organized
and existing under the laws of the State of New York (herein referred to as
the "Trust"), for value received, hereby promises to pay to ▇▇▇▇▇▇▇, ▇▇▇▇▇
& CO., or registered assigns, upon presentation and surrender of this
Certificate (the "Class IIB-4 Certificate") the principal sum of SIX
HUNDRED THIRTY-FOUR THOUSAND UNITED STATES DOLLARS payable as set forth
below and in the Trust Agreement referred to below.
The Trust was created pursuant to a trust agreement, dated as
specified above (the "Trust Agreement"), among GS Mortgage Certificates
Corp., as Depositor (hereinafter the "Depositor," which term includes any
successor entity under the Trust Agreement), JPMorgan Chase Bank, as
trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this
Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
By receipt of this Certificate, the Holder is deemed to represent
that: (1) it (A) is a Qualified Institutional Buyer, (B) is aware that the
sale of this Certificate to it is being made in reliance on Rule 144A and
(C) is acquiring this Certificate for its own account or for the account of
a Qualified Institutional Buyer, as the case may be and (2) it understands
that this Certificate has not been and will not be registered under the
Securities Act and may not be reoffered, resold, or otherwise transferred
except (A) to person who the Holder reasonably believes is a Qualified
Institutional Buyer in a transaction meeting the requirements of Rule 144A,
and (B) in accordance with all applicable state securities laws.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIB-4 Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIB-4 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the (Cust) (Minor) ------------
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE________________________________________________________________
________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _____________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
______________________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
EXHIBIT IIB-5
Form of Class IIB-5 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIB-5 CERTIFICATE
THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH
CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
THIS CLASS IIB-5 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
AND IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS IIB-5 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIB-5 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IIB-5 CERTIFICATE
CERTIFICATE RATE: AGGREGATE INITIAL CERTIFICATE
7.00% PRINCIPAL BALANCE OF THE CLASS IIB-5
CERTIFICATES: $423,000
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS
OF $250,000
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIB-5 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
GS Mortgage Loan Trust, Series 2002-3F, a business trust organized
and existing under the laws of the State of New York (herein referred to as
the "Trust"), for value received, hereby promises to pay to ▇▇▇▇▇▇▇, ▇▇▇▇▇
& CO., or registered assigns, upon presentation and surrender of this
Certificate (the "Class IIB-5 Certificate") the principal sum of FOUR
HUNDRED TWENTY-THREE THOUSAND UNITED STATES DOLLARS payable as set forth
below and in the Trust Agreement referred to below.
The Trust was created pursuant to a trust agreement, dated as
specified above (the "Trust Agreement"), among GS Mortgage Certificates
Corp., as Depositor (hereinafter the "Depositor," which term includes any
successor entity under the Trust Agreement), JPMorgan Chase Bank, as
trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this
Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
By receipt of this Certificate, the Holder is deemed to represent
that: (1) it (A) is a Qualified Institutional Buyer, (B) is aware that the
sale of this Certificate to it is being made in reliance on Rule 144A and
(C) is acquiring this Certificate for its own account or for the account of
a Qualified Institutional Buyer, as the case may be and (2) it understands
that this Certificate has not been and will not be registered under the
Securities Act and may not be reoffered, resold, or otherwise transferred
except (A) to person who the Holder reasonably believes is a Qualified
Institutional Buyer in a transaction meeting the requirements of Rule 144A,
and (B) in accordance with all applicable state securities laws.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIB-5 Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIB-5 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the (Cust) (Minor) ------------
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE________________________________________________________________
________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _____________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
______________________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
EXHIBIT IIB-6
Form of Class IIB-6 Certificate
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIB-6 CERTIFICATE
THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH
CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
THIS CLASS IIB-6 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
AND IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS IIB-6 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR
FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS IIB-6 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F,
CLASS IIB-6 CERTIFICATE
CERTIFICATE RATE: AGGREGATE INITIAL CERTIFICATE
7.00% PRINCIPAL BALANCE OF THE CLASS IIB-6
CERTIFICATES: $1,058,052
PERCENTAGE INTEREST: 100% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $308,526,654
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS
OF $250,000
DATE OF TRUST AGREEMENT: SERVICER:
AS OF MAY 1, 2002 COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE: TRUSTEE: JPMORGAN CHASE BANK
JUNE 25, 2002
FINAL SCHEDULED CUSTODIAN: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS IIB-6 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting
of the entire beneficial ownership of two pools of certain
adjustable-rate single family, fully amortizing, first lien
Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS
NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE,
THE CUSTODIAN OR ANY OF THEIR AFFILIATES.
GS Mortgage Loan Trust, Series 2002-3F, a business trust organized
and existing under the laws of the State of New York (herein referred to as
the "Trust"), for value received, hereby promises to pay to ▇▇▇▇▇▇▇, ▇▇▇▇▇
& CO., or registered assigns, upon presentation and surrender of this
Certificate (the "Class IIB-6 Certificate") the principal sum of SEVEN
HUNDRED FORTY-ONE THOUSAND FIFTY-TWO UNITED STATES DOLLARS payable as set
forth below and in the Trust Agreement referred to below.
The Trust was created pursuant to a trust agreement, dated as
specified above (the "Trust Agreement"), among GS Mortgage Certificates
Corp., as Depositor (hereinafter the "Depositor," which term includes any
successor entity under the Trust Agreement), JPMorgan Chase Bank, as
trustee and custodian (in such capacities the "Trustee" and the
"Custodian"), a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of two pools of Mortgage
Loans. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement and also is subject to
certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this
Class of Certificates as of such Distribution Date, with a final
distribution to be made upon retirement of this Certificate as set forth in
the Trust Agreement.
By receipt of this Certificate, the Holder is deemed to represent
that: (1) it (A) is a Qualified Institutional Buyer, (B) is aware that the
sale of this Certificate to it is being made in reliance on Rule 144A and
(C) is acquiring this Certificate for its own account or for the account of
a Qualified Institutional Buyer, as the case may be and (2) it understands
that this Certificate has not been and will not be registered under the
Securities Act and may not be reoffered, resold, or otherwise transferred
except (A) to person who the Holder reasonably believes is a Qualified
Institutional Buyer in a transaction meeting the requirements of Rule 144A,
and (B) in accordance with all applicable state securities laws.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Certificate
Balance of all the Class IIB-6 Certificates. The Certificates are issued in
multiple Classes designated as specifically set forth in the Trust
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates and each of the Subordinate Certificates
will be subordinated to each of the other Subordinate Certificates with a
lower numerical class designation, if any. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Holders, such purposes including reimbursement
of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date or (2) by wire
transfer of immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Custodian in
writing by the Record Date immediately prior to such Distribution Date and
such Certificateholders is the registered owner of Regular Certificates
with an initial Certificate Balance of at least $1,000,000. The Custodian
may charge the Certificateholder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar
set forth in the notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights
of the Certificateholders under the Trust Agreement at any time by the
Depositor, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding
on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to any limitations on transfer
of this Certificate by a Depository or its nominee and certain limitations
set forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate
Certificate Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
The Depositor, the Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, the
Trustee, the Custodian or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee, the Custodian, the
Servicers, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor, when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the Cut-off Date. Written notice of termination
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at an office
or agency appointed by the Custodian which will be specified in the notice
of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued and unpaid
interest thereon, to the last day in the month in which the Termination
Price is distributed to Certificateholders, plus the lesser of (i) the
Scheduled Principal Balance of the Mortgage Loan for any REO Property
remaining in the Trust, plus accrued and unpaid interest thereon at the
Certificate Rate, to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the
greater of (i) the Par Price and (ii) the sum of the aggregate fair market
value of all of the assets of the Trust (as determined by the Custodian in
consultation with the Underwriter (or, if the Underwriter is unwilling or
unable to serve in that capacity, a financial advisor selected by the
Custodian in a commercially reasonable manner, whose fees will be an
expense of the Servicers) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the
Trust Agreement.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Custodian on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS IIB-6 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the (Cust) (Minor) ------------
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE________________________________________________________________
________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _____________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
______________________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
EXHIBIT R
Form of Class R Certificates
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2002-3F
CLASS I-R1 CERTIFICATE
ANY TRANSFEREE OF THIS CERTIFICATE MUST DELIVER TO THE CUSTODIAN A RESIDUAL
TRANSFEREE AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS, AND
AN AFFIDAVIT RELATING TO VARIOUS TAX MATTERS, ALL AS DESCRIBED IN THE TRUST
AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF A CLASS I-R1 CERTIFICATE SHALL
BE PERMITTED TO BE MADE TO A DISQUALIFIED ORGANIZATION, WHICH GENERALLY
INCLUDES ANY ENTITY THAT WOULD BE EXEMPT FROM FEDERAL INCOME TAXATION
(INCLUDING THE TAX ON UNRELATED BUSINESS TAXABLE INCOME) ON INCOME DERIVED
FROM THIS CLASS I-R1 CERTIFICATE. NOTWITHSTANDING THE FULFILLMENT OF THE
PREREQUISITES DESCRIBED ABOVE, THE CUSTODIAN MAY REFUSE TO RECOGNIZE A
TRANSFER TO THE EXTENT NECESSARY TO AVOID A RISK OF (1) DISQUALIFICATION OF
THE RELATED REMIC AS A REMIC OR (2) THE IMPOSITION OF A TAX UPON SUCH
REMIC. NO TRANSFER OF LESS THAN AN ENTIRE INTEREST IN A CLASS I-R1
CERTIFICATE MAY BE MADE UNLESS (1) THE INTEREST TRANSFERRED IS AN UNDIVIDED
INTEREST OR (2) THE TRANSFEROR OR THE TRANSFEREE HAS PROVIDED THE CUSTODIAN
WITH AN OPINION THAT THE TRANSFER WILL NOT JEOPARDIZE THE REMIC STATUS OF
THE RELATED REMIC. RESTRICTIONS ON TRANSFER OF THIS CERTIFICATE ARE
DESCRIBED MORE FULLY HEREIN.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH
PLAN TO ACQUIRE THIS CERTIFICATE (A "PLAN INVESTOR").
THIS CLASS I-R1 CERTIFICATE REPRESENTS A REMIC RESIDUAL INTEREST IN THE
"ISSUING REMIC" DESCRIBED IN THE TRUST AGREEMENT REFERRED TO HEREIN UNDER
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, FOR FEDERAL INCOME TAX
PURPOSES.
THE PRINCIPAL OF THIS CLASS I-R1 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS I-R1 CERTIFICATE
CERTIFICATE RATE PER AGGREGATE INITIAL CERTIFICATE
ANNUM(1) PRINCIPAL BALANCE OF THE CLASS I-R1
CERTIFICATES(1)
PERCENTAGE INTEREST: 99.99% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE AS OF THE CUT-OFF DATE OF THE
MORTGAGE LOANS HELD BY THE TRUST:
$308,526,654
DENOMINATION: N/A SERVICER:
COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
DATE OF TRUST AGREEMENT: TRUSTEE: JPMORGAN CHASE BANK
AS OF MAY 1, 2002
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
GS MORTGAGE SECURITIES CORP.
MORTGAGE PARTICIPATION PASS THROUGH CERTIFICATES, SERIES 2002-3F
CLASS I-R1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust that
consists primarily of two pools of residential mortgage loans
secured by first liens on real estate (the "Mortgage Loans")
formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GS
MORTGAGE SECURITIES CORP., THE SERVICER, THE CUSTODIAN, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class I-R1 Certificates (the "Class I-R1 Certificates")
issued by the trust (the "Trust") created pursuant to a trust agreement,
dated as specified above (the "Trust Agreement"), between GS Mortgage
Securities Corp., as Depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase
Bank, as Trustee and Custodian (in such capacities the "Trustee" and the
"Custodian") a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of three pools of
Mortgage Loans. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement and also is subject
to certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Distributions on this Certificate will be paid in accordance with
the terms of the Trust Agreement. Distributions allocated to this
Certificate on any Distribution Date will be an amount equal to this
Certificate's Percentage Interest of the Available Distribution Amount to
be distributed on this Class of Certificates as of such Distribution Date,
with a final distribution to be made upon retirement of this Certificate as
set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Class Principal
Balance of the Class I-R1 Certificates. The Class I-R1 Certificates are
sometimes referred to as the "Issuing REMIC Residual Interest." The
Certificates are issued in multiple Classes designated as specifically set
forth in the Trust Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates, and the Class B Certificates will be
subordinated to the Class A Certificates. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Certificateholders, such purposes including
reimbursement of Advances made, or certain expenses incurred, with respect
to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated pro rata among the outstanding
Certificates of such Class based on the Certificate Principal Balance of
each such Certificate. Payment shall be made by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date. Final distribution
on the Certificates will be made only upon surrender of the Certificates at
the offices of the Certificate Registrar set forth in the notice of such
final distribution.
An election will be made to treat certain of the assets assigned
to the Trust as three separate real estate mortgage investment conduits
("REMICs") under the Internal Revenue Code of 1986, as amended (the
"Code"). Assuming that the elections are made properly and that certain
qualification requirements concerning the Mortgage Loans and the
Certificates are met, the Holder of this Certificate will be treated for
federal income tax purposes as the beneficial owner of a "residual
interest" in the Issuing REMIC. Accordingly, the Holder of this Class I-R1
Certificate will be taxed on its pro rata share of the Issuing REMIC's
taxable income or net loss. The requirement that the Holder of this Class
I-R1 Certificate report its pro rata share of such income or loss will
continue until there are no Certificates of any Class outstanding.
Pursuant to (and subject to the limitations set forth in) the
Trust Agreement, the Custodian or one of its affiliates, as agent of the
REMIC (the "Tax Matters Person" or "TMP"), will provide each Holder of a
Class I-R1 Certificate with information sufficient to enable such
Certificateholder to prepare (i) its federal income tax and information
returns and (ii) any reports required by the Code regarding the
Certificates, except where such information is provided to each such
Certificateholder by the Custodian pursuant to the Trust Agreement. As the
holder of a residual interest in a REMIC, the Holder of a Class I-R1
Certificate will have continuing administrative rights and obligations
generally similar to those of a partner with respect to its partnership.
Such rights and obligations principally concern the REMIC's federal income
tax and information returns and the representation of the REMIC in
administrative or judicial proceedings involving the Internal Revenue
Service. The TMP, however, will act on behalf of the Holders of the Class
I-R1 Certificates as the REMIC's representative for such proceedings. The
REMIC's federal tax and information returns will be prepared by the TMP,
and signed and filed by the Custodian. Pursuant to the Trust Agreement, if
the TMP is unable for any reason to fulfill its duties as TMP, then the
Holder of the largest Percentage Interest of the Class I-R1 Certificates,
without compensation, shall become the successor TMP for the Issuing REMIC.
By accepting this Certificate, the Holder of this Certificate
agrees to be bound by the provisions of the Trust Agreement, and in
particular, agrees that it shall (i) take any action required by the Code
or Treasury regulations thereunder in order to create or maintain the REMIC
status of the Issuing REMIC and (ii) refrain from taking any action that
could endanger such status.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the Custodian and the rights of the
Certificateholders under the Trust Agreement at any time by the Depositor
and the Custodian with the consent of the Holders of Certificates entitled
to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement
also permits the amendment thereof, in certain limited circumstances,
without the consent of the holders of any of the Certificates.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate Class
Principal Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
No transfer of any Class I-R1 Certificates shall be made unless
that transfer is made pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "Act") and effective
registration or qualification under applicable state certificates laws, or
is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without
registration or qualification under the Act and applicable state
certificates laws, the Custodian shall require that the transferee certify
as to facts that, if true, would mean that the proposed transferee is a
Qualified Institutional Buyer. Neither the Depositor nor the Custodian is
obligated to register or qualify any of the Class I-R1 Certificates under
the Act or any other certificates law or to take any action not otherwise
required under the Trust Agreement to permit the transfer of such
Certificates without such registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Depositor and the Custodian against any liability
that may result if the transfer is not exempt from registration under the
Act and all applicable state certificates laws or is not made in accordance
with such federal and state laws.
Notwithstanding anything herein to the contrary, any purported
transfer of a Class I-R1 Certificate to or on behalf of a Plan Investor
shall be null and void.
In addition, the Custodian shall not register any transfer of a
Class I-R1 Certificate (including any beneficial interest therein) to a
Disqualified Organization. In addition, no Class I-R1 Certificate (or any
beneficial interest therein) may be transferred unless the proposed
transferee thereof provides the Custodian with (i) a Residual Transferee
Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an
affidavit of the proposed transferee in substantially the form attached as
Exhibit G-1 to the Standard Terms and a certificate of the transferor
stating whether the Class I-R1 Certificate has "tax avoidance potential" as
defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the
proposed transferee is a U.S. Person, an affidavit of the proposed
transferee in substantially the form attached as Exhibit G-2 to the
Standard Terms. Notwithstanding the fulfillment of the prerequisites
described above, the Custodian may refuse to recognize any transfer to the
extent necessary to avoid a risk of (i) disqualification of the Issuing
REMIC as a REMIC or (ii) the imposition of a tax upon the Issuing REMIC.
Any attempted transfer in violation of the foregoing restrictions shall be
null and void and shall not be recognized by the Custodian.
If a tax or a reporting cost is borne by the Issuing REMIC as a
result of the transfer of a Class I-R1 Certificate (or any beneficial
interest therein) in violation of the restrictions set forth herein and in
the Trust Agreement, the Custodian shall pay such tax or reporting cost
with amounts that otherwise would have been paid to the transferee of the
Class I-R1 Certificate (or beneficial interest therein). In that event,
neither the transferee nor the transferor shall have any right to seek
repayment of such amounts from the Depositor or the Custodian, the Trust,
the Issuing REMIC, or any other Holders, and none of such parties shall
have any liability for payment of any such tax or reporting cost.
The Depositor, the Servicer, the Trustee, the Custodian, the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee the Custodian or the Certificate Registrar 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 Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance as of
the Cut-off Date. Written notice of termination will be given to each
Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at an office or agency
appointed by the Custodian which will be specified in the notice of
termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued interest
thereon at the Certificate Rate (less the related Servicing Fee Rate) to
the last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance
of the Mortgage Loan for any REO Property remaining in the Trust, plus
accrued interest thereon at the Certificate Rate (less the related
Servicing Fee Rate) to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian, and (b) the sum of the aggregate
fair market value of all of the assets of the Trust (as determined by the
Custodian in consultation with the Underwriter (or, if the Underwriter is
unwilling or unable to serve in that capacity, a financial advisor selected
by the Custodian in a commercially reasonable manner, whose fees will be an
expense of the Depositor (or of such other person causing such Termination
Purchase)) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on
the third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement. The fair market value of the assets in the Trust or the
appraised value of any REO Property shall be based upon the inclusion of
accrued interest to the last day of the month in which the Termination
Price is distributed to the Certificateholders, at the applicable
Certificate Rate (less the related Servicing Fee Rate) on the Scheduled
Principal Balance of each Mortgage Loan (including any Mortgage Loan which
became an REO Property as to which an REO Disposition has not occurred).
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Certificate on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not otherwise defined shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
BY:
________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS I-R1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
As Certificate Registrar
BY:
________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the (Cust) (Minor) ------------
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE________________________________________________________________
________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _____________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
______________________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2002-3F
CLASS I-R2 CERTIFICATE
ANY TRANSFEREE OF THIS CERTIFICATE MUST DELIVER TO THE CUSTODIAN A RESIDUAL
TRANSFEREE AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS, AND
AN AFFIDAVIT RELATING TO VARIOUS TAX MATTERS, ALL AS DESCRIBED IN THE TRUST
AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF A CLASS I-R2 CERTIFICATE SHALL
BE PERMITTED TO BE MADE TO A DISQUALIFIED ORGANIZATION, WHICH GENERALLY
INCLUDES ANY ENTITY THAT WOULD BE EXEMPT FROM FEDERAL INCOME TAXATION
(INCLUDING THE TAX ON UNRELATED BUSINESS TAXABLE INCOME) ON INCOME DERIVED
FROM THIS CLASS I-R2 CERTIFICATE. NOTWITHSTANDING THE FULFILLMENT OF THE
PREREQUISITES DESCRIBED ABOVE, THE CUSTODIAN MAY REFUSE TO RECOGNIZE A
TRANSFER TO THE EXTENT NECESSARY TO AVOID A RISK OF (1) DISQUALIFICATION OF
THE RELATED REMIC AS A REMIC OR (2) THE IMPOSITION OF A TAX UPON SUCH
REMIC. NO TRANSFER OF LESS THAN AN ENTIRE INTEREST IN A CLASS I-R2
CERTIFICATE MAY BE MADE UNLESS (1) THE INTEREST TRANSFERRED IS AN UNDIVIDED
INTEREST OR (2) THE TRANSFEROR OR THE TRANSFEREE HAS PROVIDED THE CUSTODIAN
WITH AN OPINION THAT THE TRANSFER WILL NOT JEOPARDIZE THE REMIC STATUS OF
THE RELATED REMIC. RESTRICTIONS ON TRANSFER OF THIS CERTIFICATE ARE
DESCRIBED MORE FULLY HEREIN.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH
PLAN TO ACQUIRE THIS CERTIFICATE (A "PLAN INVESTOR").
THIS CLASS I-R2 CERTIFICATE REPRESENTS A REMIC RESIDUAL INTEREST IN THE
"ISSUING REMIC" DESCRIBED IN THE TRUST AGREEMENT REFERRED TO HEREIN UNDER
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, FOR FEDERAL INCOME TAX
PURPOSES.
THE PRINCIPAL OF THIS CLASS I-R2 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS I-R2 CERTIFICATE
CERTIFICATE RATE PER AGGREGATE INITIAL CERTIFICATE
ANNUM(1) PRINCIPAL BALANCE OF THE CLASS
I-R2 CERTIFICATES(1)
PERCENTAGE INTEREST: 99.99% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF
THE CUT-OFF DATE OF THE
MORTGAGE LOANS HELD BY THE
TRUST:
$308,526,654
DENOMINATION: N/A SERVICER: COUNTRYWIDE HOME
LOANS, INC. ▇▇▇▇▇ FARGO
HOME MORTGAGE, INC.
DATE OF TRUST AGREEMENT: TRUSTEE: JPMORGAN CHASE BANK
AS OF MAY 1, 2002
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
--------
(1) The Class I-R1 Certificates represent the residual interests in REMIC
I-1, do not have a Certificate Balance and do not accrue interest.
GS MORTGAGE SECURITIES CORP.
MORTGAGE PARTICIPATION PASS THROUGH CERTIFICATES, SERIES 2002-3F
CLASS I-R2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust that
consists primarily of two pools of residential mortgage loans
secured by first liens on real estate (the "Mortgage Loans")
formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GS
MORTGAGE SECURITIES CORP., THE SERVICER, THE CUSTODIAN, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class I-R2 Certificates (the "Class I-R2 Certificates")
issued by the trust (the "Trust") created pursuant to a trust agreement,
dated as specified above (the "Trust Agreement"), between GS Mortgage
Securities Corp., as Depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase
Bank, as Trustee and Custodian (in such capacities the "Trustee" and the
"Custodian") a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of three pools of
Mortgage Loans. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement and also is subject
to certain terms and conditions set forth in (a) the Seller's Warranty
Agreement, dated as of September 25, 2001, between KeyBank National
Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"),
(ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC
and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement")
and (iii) the Seller's Warranty and Servicing Agreement, dated as of
December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc. (the
"▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the KeyBank
Sale Agreement and the Countrywide Servicing Agreement, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements the Holder of
this Certificate, by virtue of the acceptance hereof, assents and by which
such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Distributions on this Certificate will be paid in accordance with
the terms of the Trust Agreement. Distributions allocated to this
Certificate on any Distribution Date will be an amount equal to this
Certificate's Percentage Interest of the Available Distribution Amount to
be distributed on this Class of Certificates as of such Distribution Date,
with a final distribution to be made upon retirement of this Certificate as
set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Class Principal
Balance of the Class I-R2 Certificates. The Class I-R2 Certificates are
sometimes referred to as the "Issuing REMIC Residual Interest." The
Certificates are issued in multiple Classes designated as specifically set
forth in the Trust Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates, and the Class B Certificates will be
subordinated to the Class A Certificates. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Certificateholders, such purposes including
reimbursement of Advances made, or certain expenses incurred, with respect
to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated pro rata among the outstanding
Certificates of such Class based on the Certificate Principal Balance of
each such Certificate. Payment shall be made by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date. Final distribution
on the Certificates will be made only upon surrender of the Certificates at
the offices of the Certificate Registrar set forth in the notice of such
final distribution.
An election will be made to treat certain of the assets assigned
to the Trust as three separate real estate mortgage investment conduits
("REMICs") under the Internal Revenue Code of 1986, as amended (the
"Code"). Assuming that the elections are made properly and that certain
qualification requirements concerning the Mortgage Loans and the
Certificates are met, the Holder of this Certificate will be treated for
federal income tax purposes as the beneficial owner of a "residual
interest" in the Issuing REMIC. Accordingly, the Holder of this Class I-R2
Certificate will be taxed on its pro rata share of the Issuing REMIC's
taxable income or net loss. The requirement that the Holder of this Class
I-R2 Certificate report its pro rata share of such income or loss will
continue until there are no Certificates of any Class outstanding.
Pursuant to (and subject to the limitations set forth in) the
Trust Agreement, the Custodian or one of its affiliates, as agent of the
REMIC (the "Tax Matters Person" or "TMP"), will provide each Holder of a
Class I-R2 Certificate with information sufficient to enable such
Certificateholder to prepare (i) its federal income tax and information
returns and (ii) any reports required by the Code regarding the
Certificates, except where such information is provided to each such
Certificateholder by the Custodian pursuant to the Trust Agreement. As the
holder of a residual interest in a REMIC, the Holder of a Class I-R2
Certificate will have continuing administrative rights and obligations
generally similar to those of a partner with respect to its partnership.
Such rights and obligations principally concern the REMIC's federal income
tax and information returns and the representation of the REMIC in
administrative or judicial proceedings involving the Internal Revenue
Service. The TMP, however, will act on behalf of the Holders of the Class
I-R2 Certificates as the REMIC's representative for such proceedings. The
REMIC's federal tax and information returns will be prepared by the TMP,
and signed and filed by the Custodian. Pursuant to the Trust Agreement, if
the TMP is unable for any reason to fulfill its duties as TMP, then the
Holder of the largest Percentage Interest of the Class I-R2 Certificates,
without compensation, shall become the successor TMP for the Issuing REMIC.
By accepting this Certificate, the Holder of this Certificate
agrees to be bound by the provisions of the Trust Agreement, and in
particular, agrees that it shall (i) take any action required by the Code
or Treasury regulations thereunder in order to create or maintain the REMIC
status of the Issuing REMIC and (ii) refrain from taking any action that
could endanger such status.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the Custodian and the rights of the
Certificateholders under the Trust Agreement at any time by the Depositor
and the Custodian with the consent of the Holders of Certificates entitled
to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement
also permits the amendment thereof, in certain limited circumstances,
without the consent of the holders of any of the Certificates.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate Class
Principal Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
No transfer of any Class I-R2 Certificates shall be made unless
that transfer is made pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "Act") and effective
registration or qualification under applicable state certificates laws, or
is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without
registration or qualification under the Act and applicable state
certificates laws, the Custodian shall require that the transferee certify
as to facts that, if true, would mean that the proposed transferee is a
Qualified Institutional Buyer. Neither the Depositor nor the Custodian is
obligated to register or qualify any of the Class I-R2 Certificates under
the Act or any other certificates law or to take any action not otherwise
required under the Trust Agreement to permit the transfer of such
Certificates without such registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Depositor and the Custodian against any liability
that may result if the transfer is not exempt from registration under the
Act and all applicable state certificates laws or is not made in accordance
with such federal and state laws.
Notwithstanding anything herein to the contrary, any purported
transfer of a Class I-R2 Certificate to or on behalf of a Plan Investor
shall be null and void.
In addition, the Custodian shall not register any transfer of a
Class I-R2 Certificate (including any beneficial interest therein) to a
Disqualified Organization. In addition, no Class R1 Certificate (or any
beneficial interest therein) may be transferred unless the proposed
transferee thereof provides the Custodian with (i) a Residual Transferee
Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an
affidavit of the proposed transferee in substantially the form attached as
Exhibit G-1 to the Standard Terms and a certificate of the transferor
stating whether the Class I-R2 Certificate has "tax avoidance potential" as
defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the
proposed transferee is a U.S. Person, an affidavit of the proposed
transferee in substantially the form attached as Exhibit G-2 to the
Standard Terms. Notwithstanding the fulfillment of the prerequisites
described above, the Custodian may refuse to recognize any transfer to the
extent necessary to avoid a risk of (i) disqualification of the Issuing
REMIC as a REMIC or (ii) the imposition of a tax upon the Issuing REMIC.
Any attempted transfer in violation of the foregoing restrictions shall be
null and void and shall not be recognized by the Custodian.
If a tax or a reporting cost is borne by the Issuing REMIC as a
result of the transfer of a Class I-R2 Certificate (or any beneficial
interest therein) in violation of the restrictions set forth herein and in
the Trust Agreement, the Custodian shall pay such tax or reporting cost
with amounts that otherwise would have been paid to the transferee of the
Class I-R2 Certificate (or beneficial interest therein). In that event,
neither the transferee nor the transferor shall have any right to seek
repayment of such amounts from the Depositor or the Custodian, the Trust,
the Issuing REMIC, or any other Holders, and none of such parties shall
have any liability for payment of any such tax or reporting cost.
The Depositor, the Servicer, the Trustee, the Custodian, the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee the Custodian or the Certificate Registrar 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 Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance as of
the Cut-off Date. Written notice of termination will be given to each
Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at an office or agency
appointed by the Custodian which will be specified in the notice of
termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued interest
thereon at the Certificate Rate (less the related Servicing Fee Rate) to
the last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance
of the Mortgage Loan for any REO Property remaining in the Trust, plus
accrued interest thereon at the Certificate Rate (less the related
Servicing Fee Rate) to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian, and (b) the sum of the aggregate
fair market value of all of the assets of the Trust (as determined by the
Custodian in consultation with the Underwriter (or, if the Underwriter is
unwilling or unable to serve in that capacity, a financial advisor selected
by the Custodian in a commercially reasonable manner, whose fees will be an
expense of the Depositor (or of such other person causing such Termination
Purchase)) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on
the third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement. The fair market value of the assets in the Trust or the
appraised value of any REO Property shall be based upon the inclusion of
accrued interest to the last day of the month in which the Termination
Price is distributed to the Certificateholders, at the applicable
Certificate Rate (less the related Servicing Fee Rate) on the Scheduled
Principal Balance of each Mortgage Loan (including any Mortgage Loan which
became an REO Property as to which an REO Disposition has not occurred).
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Certificate on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not otherwise defined shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
BY:
________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS I-R2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
As Certificate Registrar
BY:
________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the (Cust) (Minor) ------------
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE________________________________________________________________
________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _____________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
______________________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2002-3F
CLASS II-R1 CERTIFICATE
ANY TRANSFEREE OF THIS CERTIFICATE MUST DELIVER TO THE CUSTODIAN A RESIDUAL
TRANSFEREE AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS, AND
AN AFFIDAVIT RELATING TO VARIOUS TAX MATTERS, ALL AS DESCRIBED IN THE TRUST
AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF A CLASS II-R1 CERTIFICATE
SHALL BE PERMITTED TO BE MADE TO A DISQUALIFIED ORGANIZATION, WHICH
GENERALLY INCLUDES ANY ENTITY THAT WOULD BE EXEMPT FROM FEDERAL INCOME
TAXATION (INCLUDING THE TAX ON UNRELATED BUSINESS TAXABLE INCOME) ON INCOME
DERIVED FROM THIS CLASS II-R1 CERTIFICATE. NOTWITHSTANDING THE FULFILLMENT
OF THE PREREQUISITES DESCRIBED ABOVE, THE CUSTODIAN MAY REFUSE TO RECOGNIZE
A TRANSFER TO THE EXTENT NECESSARY TO AVOID A RISK OF (1) DISQUALIFICATION
OF THE RELATED REMIC AS A REMIC OR (2) THE IMPOSITION OF A TAX UPON SUCH
REMIC. NO TRANSFER OF LESS THAN AN ENTIRE INTEREST IN A CLASS II-R1
CERTIFICATE MAY BE MADE UNLESS (1) THE INTEREST TRANSFERRED IS AN UNDIVIDED
INTEREST OR (2) THE TRANSFEROR OR THE TRANSFEREE HAS PROVIDED THE CUSTODIAN
WITH AN OPINION THAT THE TRANSFER WILL NOT JEOPARDIZE THE REMIC STATUS OF
THE RELATED REMIC. RESTRICTIONS ON TRANSFER OF THIS CERTIFICATE ARE
DESCRIBED MORE FULLY HEREIN.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH
PLAN TO ACQUIRE THIS CERTIFICATE (A "PLAN INVESTOR").
THIS CLASS II-R1 CERTIFICATE REPRESENTS A REMIC RESIDUAL INTEREST IN THE
"ISSUING REMIC" DESCRIBED IN THE TRUST AGREEMENT REFERRED TO HEREIN UNDER
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, FOR FEDERAL INCOME TAX
PURPOSES.
THE PRINCIPAL OF THIS CLASS II-R1 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS II-R1 CERTIFICATE
CERTIFICATE RATE PER AGGREGATE INITIAL CERTIFICATE
ANNUM(1) PRINCIPAL BALANCE OF THE CLASS
II-R1 CERTIFICATES(1)
PERCENTAGE INTEREST: 99.99% APPROXIMATE AGGREGATE
SCHEDULED PRINCIPAL
BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS
HELD BY THE TRUST:
$308,526,654
DENOMINATION: N/A SERVICER:
COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
TRUSTEE: JPMORGAN CHASE BANK
DATE OF TRUST AGREEMENT:
AS OF MAY 1, 2002
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
---------------------
(1) The Class I-R2 Certificates represent the residual interests in REMIC
I-2, do not have a Certificate Balance and do not accrue interest.
GS MORTGAGE SECURITIES CORP.
MORTGAGE PARTICIPATION PASS THROUGH CERTIFICATES, SERIES 2002-3F
CLASS II-R1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust that
consists primarily of two pools of residential mortgage loans
secured by first liens on real estate (the "Mortgage Loans")
formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GS
MORTGAGE SECURITIES CORP., THE SERVICER, THE CUSTODIAN, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class II-R1 Certificates (the "Class II-R1
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), between
GS Mortgage Securities Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and Custodian (in such capacities the
"Trustee" and the "Custodian") a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
three pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc.
(the "▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Distributions on this Certificate will be paid in accordance with
the terms of the Trust Agreement. Distributions allocated to this
Certificate on any Distribution Date will be an amount equal to this
Certificate's Percentage Interest of the Available Distribution Amount to
be distributed on this Class of Certificates as of such Distribution Date,
with a final distribution to be made upon retirement of this Certificate as
set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Class Principal
Balance of the Class II-R1 Certificates. The Class II-R1 Certificates are
sometimes referred to as the "Issuing REMIC Residual Interest." The
Certificates are issued in multiple Classes designated as specifically set
forth in the Trust Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates, and the Class B Certificates will be
subordinated to the Class A Certificates. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Certificateholders, such purposes including
reimbursement of Advances made, or certain expenses incurred, with respect
to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated pro rata among the outstanding
Certificates of such Class based on the Certificate Principal Balance of
each such Certificate. Payment shall be made by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date. Final distribution
on the Certificates will be made only upon surrender of the Certificates at
the offices of the Certificate Registrar set forth in the notice of such
final distribution.
An election will be made to treat certain of the assets assigned
to the Trust as three separate real estate mortgage investment conduits
("REMICs") under the Internal Revenue Code of 1986, as amended (the
"Code"). Assuming that the elections are made properly and that certain
qualification requirements concerning the Mortgage Loans and the
Certificates are met, the Holder of this Certificate will be treated for
federal income tax purposes as the beneficial owner of a "residual
interest" in the Issuing REMIC. Accordingly, the Holder of this Class II-R1
Certificate will be taxed on its pro rata share of the Issuing REMIC's
taxable income or net loss. The requirement that the Holder of this Class
II-R1 Certificate report its pro rata share of such income or loss will
continue until there are no Certificates of any Class outstanding.
Pursuant to (and subject to the limitations set forth in) the
Trust Agreement, the Custodian or one of its affiliates, as agent of the
REMIC (the "Tax Matters Person" or "TMP"), will provide each Holder of a
Class II-R1 Certificate with information sufficient to enable such
Certificateholder to prepare (i) its federal income tax and information
returns and (ii) any reports required by the Code regarding the
Certificates, except where such information is provided to each such
Certificateholder by the Custodian pursuant to the Trust Agreement. As the
holder of a residual interest in a REMIC, the Holder of a Class II-R1
Certificate will have continuing administrative rights and obligations
generally similar to those of a partner with respect to its partnership.
Such rights and obligations principally concern the REMIC's federal income
tax and information returns and the representation of the REMIC in
administrative or judicial proceedings involving the Internal Revenue
Service. The TMP, however, will act on behalf of the Holders of the Class
II-R1 Certificates as the REMIC's representative for such proceedings. The
REMIC's federal tax and information returns will be prepared by the TMP,
and signed and filed by the Custodian. Pursuant to the Trust Agreement, if
the TMP is unable for any reason to fulfill its duties as TMP, then the
Holder of the largest Percentage Interest of the Class II-R1 Certificates,
without compensation, shall become the successor TMP for the Issuing REMIC.
By accepting this Certificate, the Holder of this Certificate
agrees to be bound by the provisions of the Trust Agreement, and in
particular, agrees that it shall (i) take any action required by the Code
or Treasury regulations thereunder in order to create or maintain the REMIC
status of the Issuing REMIC and (ii) refrain from taking any action that
could endanger such status.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the Custodian and the rights of the
Certificateholders under the Trust Agreement at any time by the Depositor
and the Custodian with the consent of the Holders of Certificates entitled
to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement
also permits the amendment thereof, in certain limited circumstances,
without the consent of the holders of any of the Certificates.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate Class
Principal Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
No transfer of any Class II-R1 Certificates shall be made unless
that transfer is made pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "Act") and effective
registration or qualification under applicable state certificates laws, or
is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without
registration or qualification under the Act and applicable state
certificates laws, the Custodian shall require that the transferee certify
as to facts that, if true, would mean that the proposed transferee is a
Qualified Institutional Buyer. Neither the Depositor nor the Custodian is
obligated to register or qualify any of the Class II-R1 Certificates under
the Act or any other certificates law or to take any action not otherwise
required under the Trust Agreement to permit the transfer of such
Certificates without such registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Depositor and the Custodian against any liability
that may result if the transfer is not exempt from registration under the
Act and all applicable state certificates laws or is not made in accordance
with such federal and state laws.
Notwithstanding anything herein to the contrary, any purported
transfer of a Class II-R1 Certificate to or on behalf of a Plan Investor
shall be null and void.
In addition, the Custodian shall not register any transfer of a
Class II-R1 Certificate (including any beneficial interest therein) to a
Disqualified Organization. In addition, no Class II-R1 Certificate (or any
beneficial interest therein) may be transferred unless the proposed
transferee thereof provides the Custodian with (i) a Residual Transferee
Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an
affidavit of the proposed transferee in substantially the form attached as
Exhibit G-1 to the Standard Terms and a certificate of the transferor
stating whether the Class II-R1 Certificate has "tax avoidance potential"
as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the
proposed transferee is a U.S. Person, an affidavit of the proposed
transferee in substantially the form attached as Exhibit G-2 to the
Standard Terms. Notwithstanding the fulfillment of the prerequisites
described above, the Custodian may refuse to recognize any transfer to the
extent necessary to avoid a risk of (i) disqualification of the Issuing
REMIC as a REMIC or (ii) the imposition of a tax upon the Issuing REMIC.
Any attempted transfer in violation of the foregoing restrictions shall be
null and void and shall not be recognized by the Custodian.
If a tax or a reporting cost is borne by the Issuing REMIC as a
result of the transfer of a Class II-R1 Certificate (or any beneficial
interest therein) in violation of the restrictions set forth herein and in
the Trust Agreement, the Custodian shall pay such tax or reporting cost
with amounts that otherwise would have been paid to the transferee of the
Class II-R1 Certificate (or beneficial interest therein). In that event,
neither the transferee nor the transferor shall have any right to seek
repayment of such amounts from the Depositor or the Custodian, the Trust,
the Issuing REMIC, or any other Holders, and none of such parties shall
have any liability for payment of any such tax or reporting cost.
The Depositor, the Servicer, the Trustee, the Custodian, the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee the Custodian or the Certificate Registrar 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 Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance as of
the Cut-off Date. Written notice of termination will be given to each
Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at an office or agency
appointed by the Custodian which will be specified in the notice of
termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued interest
thereon at the Certificate Rate (less the related Servicing Fee Rate) to
the last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance
of the Mortgage Loan for any REO Property remaining in the Trust, plus
accrued interest thereon at the Certificate Rate (less the related
Servicing Fee Rate) to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian, and (b) the sum of the aggregate
fair market value of all of the assets of the Trust (as determined by the
Custodian in consultation with the Underwriter (or, if the Underwriter is
unwilling or unable to serve in that capacity, a financial advisor selected
by the Custodian in a commercially reasonable manner, whose fees will be an
expense of the Depositor (or of such other person causing such Termination
Purchase)) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on
the third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement. The fair market value of the assets in the Trust or the
appraised value of any REO Property shall be based upon the inclusion of
accrued interest to the last day of the month in which the Termination
Price is distributed to the Certificateholders, at the applicable
Certificate Rate (less the related Servicing Fee Rate) on the Scheduled
Principal Balance of each Mortgage Loan (including any Mortgage Loan which
became an REO Property as to which an REO Disposition has not occurred).
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Certificate on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not otherwise defined shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
BY:
________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS II-R1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
As Certificate Registrar
BY:
________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the (Cust) (Minor) ------------
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE________________________________________________________________
________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _____________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
______________________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2002-3F
CLASS II-R2 CERTIFICATE
ANY TRANSFEREE OF THIS CERTIFICATE MUST DELIVER TO THE CUSTODIAN A RESIDUAL
TRANSFEREE AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS, AND
AN AFFIDAVIT RELATING TO VARIOUS TAX MATTERS, ALL AS DESCRIBED IN THE TRUST
AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF A CLASS II-R2 CERTIFICATE
SHALL BE PERMITTED TO BE MADE TO A DISQUALIFIED ORGANIZATION, WHICH
GENERALLY INCLUDES ANY ENTITY THAT WOULD BE EXEMPT FROM FEDERAL INCOME
TAXATION (INCLUDING THE TAX ON UNRELATED BUSINESS TAXABLE INCOME) ON INCOME
DERIVED FROM THIS CLASS II-R2 CERTIFICATE. NOTWITHSTANDING THE FULFILLMENT
OF THE PREREQUISITES DESCRIBED ABOVE, THE CUSTODIAN MAY REFUSE TO RECOGNIZE
A TRANSFER TO THE EXTENT NECESSARY TO AVOID A RISK OF (1) DISQUALIFICATION
OF THE RELATED REMIC AS A REMIC OR (2) THE IMPOSITION OF A TAX UPON SUCH
REMIC. NO TRANSFER OF LESS THAN AN ENTIRE INTEREST IN A CLASS II-R2
CERTIFICATE MAY BE MADE UNLESS (1) THE INTEREST TRANSFERRED IS AN UNDIVIDED
INTEREST OR (2) THE TRANSFEROR OR THE TRANSFEREE HAS PROVIDED THE CUSTODIAN
WITH AN OPINION THAT THE TRANSFER WILL NOT JEOPARDIZE THE REMIC STATUS OF
THE RELATED REMIC. RESTRICTIONS ON TRANSFER OF THIS CERTIFICATE ARE
DESCRIBED MORE FULLY HEREIN.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH
PLAN TO ACQUIRE THIS CERTIFICATE (A "PLAN INVESTOR").
THIS CLASS II-R2 CERTIFICATE REPRESENTS A REMIC RESIDUAL INTEREST IN THE
"ISSUING REMIC" DESCRIBED IN THE TRUST AGREEMENT REFERRED TO HEREIN UNDER
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, FOR FEDERAL INCOME TAX
PURPOSES.
THE PRINCIPAL OF THIS CLASS II-R2 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-3F
CLASS II-R2 CERTIFICATE
CERTIFICATE RATE PER AGGREGATE INITIAL CERTIFICATE
ANNUM(1) PRINCIPAL BALANCE OF THE CLASS
II-R2 CERTIFICATES(1)
PERCENTAGE INTEREST: 99.99% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY THE
TRUST: $308,526,654
DENOMINATION: N/A SERVICER:
COUNTRYWIDE HOME LOANS, INC.
▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
DATE OF TRUST AGREEMENT: TRUSTEE: JPMORGAN CHASE BANK
AS OF MAY 1, 2002
CLOSING DATE:
MAY 29, 2002
FIRST DISTRIBUTION DATE:
JUNE 25, 2002
FINAL SCHEDULED
DISTRIBUTION DATE:
DECEMBER 25, 2031
NO. 1 CUSIP NO.
---------------------------
(1) The Class I-R2 Certificates represent the residual interests in REMIC
I-2, do not have a Certificate Balance and do not accrue interest.
GS MORTGAGE SECURITIES CORP.
MORTGAGE PARTICIPATION PASS THROUGH CERTIFICATES, SERIES 2002-3F
CLASS II-R2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust that
consists primarily of two pools of residential mortgage loans
secured by first liens on real estate (the "Mortgage Loans")
formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GS
MORTGAGE SECURITIES CORP., THE SERVICER, THE CUSTODIAN, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class II-R2 Certificates (the "Class II-R2
Certificates") issued by the trust (the "Trust") created pursuant to a
trust agreement, dated as specified above (the "Trust Agreement"), between
GS Mortgage Securities Corp., as Depositor (hereinafter the "Depositor,"
which term includes any successor entity under the Trust Agreement),
JPMorgan Chase Bank, as Trustee and Custodian (in such capacities the
"Trustee" and the "Custodian") a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of
three pools of Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement and
also is subject to certain terms and conditions set forth in (a) the
Seller's Warranty Agreement, dated as of September 25, 2001, between
KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale
Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001,
between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing
Agreement") and (iii) the Seller's Warranty and Servicing Agreement, dated
as of December 1, 2001, between GSMC and ▇▇▇▇▇ Fargo Home Mortgage, Inc.
(the "▇▇▇▇▇ Fargo Sale and Servicing Agreement" and together with the
KeyBank Sale Agreement and the Countrywide Servicing Agreement, the "Sale
and Servicing Agreements") to which Sale and Servicing Agreements the
Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of
the related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each
month, or if such day is not a Business Day, the next succeeding Business
Day, beginning in June 2002 (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public
and private debts.
Distributions on this Certificate will be paid in accordance with
the terms of the Trust Agreement. Distributions allocated to this
Certificate on any Distribution Date will be an amount equal to this
Certificate's Percentage Interest of the Available Distribution Amount to
be distributed on this Class of Certificates as of such Distribution Date,
with a final distribution to be made upon retirement of this Certificate as
set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2002-3F (herein
called the "Certificates"), and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the quotient,
expressed as a percentage, obtained by dividing the denomination of this
Certificate specified on the face hereof by the aggregate Class Principal
Balance of the Class II-R2 Certificates. The Class II-R2 Certificates are
sometimes referred to as the "Issuing REMIC Residual Interest." The
Certificates are issued in multiple Classes designated as specifically set
forth in the Trust Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated among the Classes of Certificates on the applicable
Distribution Date in the manner set forth in the Trust Agreement. To the
extent provided in the Trust Agreement, with respect to Realized Losses and
interest shortfalls, the Subordinate Certificates will be subordinated to
the other Classes of Certificates, and the Class B Certificates will be
subordinated to the Class A Certificates. All Realized Losses and interest
shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such
Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate
Account and related accounts shall be made from time to time for purposes
other than distributions to Certificateholders, such purposes including
reimbursement of Advances made, or certain expenses incurred, with respect
to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class
on any Distribution Date shall be allocated pro rata among the outstanding
Certificates of such Class based on the Certificate Principal Balance of
each such Certificate. Payment shall be made by check mailed to the address
of each Certificateholder as it appears in the Certificate Register on the
Record Date immediately prior to such Distribution Date. Final distribution
on the Certificates will be made only upon surrender of the Certificates at
the offices of the Certificate Registrar set forth in the notice of such
final distribution.
An election will be made to treat certain of the assets assigned
to the Trust as three separate real estate mortgage investment conduits
("REMICs") under the Internal Revenue Code of 1986, as amended (the
"Code"). Assuming that the elections are made properly and that certain
qualification requirements concerning the Mortgage Loans and the
Certificates are met, the Holder of this Certificate will be treated for
federal income tax purposes as the beneficial owner of a "residual
interest" in the Issuing REMIC. Accordingly, the Holder of this Class II-R2
Certificate will be taxed on its pro rata share of the Issuing REMIC's
taxable income or net loss. The requirement that the Holder of this Class
II-R2 Certificate report its pro rata share of such income or loss will
continue until there are no Certificates of any Class outstanding.
Pursuant to (and subject to the limitations set forth in) the
Trust Agreement, the Custodian or one of its affiliates, as agent of the
REMIC (the "Tax Matters Person" or "TMP"), will provide each Holder of a
Class II-R2 Certificate with information sufficient to enable such
Certificateholder to prepare (i) its federal income tax and information
returns and (ii) any reports required by the Code regarding the
Certificates, except where such information is provided to each such
Certificateholder by the Custodian pursuant to the Trust Agreement. As the
holder of a residual interest in a REMIC, the Holder of a Class II-R2
Certificate will have continuing administrative rights and obligations
generally similar to those of a partner with respect to its partnership.
Such rights and obligations principally concern the REMIC's federal income
tax and information returns and the representation of the REMIC in
administrative or judicial proceedings involving the Internal Revenue
Service. The TMP, however, will act on behalf of the Holders of the Class
II-R2 Certificates as the REMIC's representative for such proceedings. The
REMIC's federal tax and information returns will be prepared by the TMP,
and signed and filed by the Custodian. Pursuant to the Trust Agreement, if
the TMP is unable for any reason to fulfill its duties as TMP, then the
Holder of the largest Percentage Interest of the Class II-R2 Certificates,
without compensation, shall become the successor TMP for the Issuing REMIC.
By accepting this Certificate, the Holder of this Certificate
agrees to be bound by the provisions of the Trust Agreement, and in
particular, agrees that it shall (i) take any action required by the Code
or Treasury regulations thereunder in order to create or maintain the REMIC
status of the Issuing REMIC and (ii) refrain from taking any action that
could endanger such status.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the Custodian and the rights of the
Certificateholders under the Trust Agreement at any time by the Depositor
and the Custodian with the consent of the Holders of Certificates entitled
to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement
also permits the amendment thereof, in certain limited circumstances,
without the consent of the holders of any of the Certificates.
The Certificates are issuable in fully registered form only,
without coupons, in denominations specified in the Trust Agreement. As
provided in the Trust Agreement and subject to certain limitations set
forth in the Trust Agreement, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the principal Corporate Trust Office of the
Custodian or such other offices or agencies appointed by the Custodian for
that purpose and such other locations provided in the Trust Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to, the Custodian and
the Certificate Registrar duly executed by the Certificateholder hereof, or
such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in the same aggregate Class
Principal Balance will be issued to the designated transferee or
transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge
will be made for any such registration of transfer or exchange, but the
Custodian may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
No transfer of any Class II-R2 Certificates shall be made unless
that transfer is made pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "Act") and effective
registration or qualification under applicable state certificates laws, or
is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without
registration or qualification under the Act and applicable state
certificates laws, the Custodian shall require that the transferee certify
as to facts that, if true, would mean that the proposed transferee is a
Qualified Institutional Buyer. Neither the Depositor nor the Custodian is
obligated to register or qualify any of the Class II-R2 Certificates under
the Act or any other certificates law or to take any action not otherwise
required under the Trust Agreement to permit the transfer of such
Certificates without such registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Depositor and the Custodian against any liability
that may result if the transfer is not exempt from registration under the
Act and all applicable state certificates laws or is not made in accordance
with such federal and state laws.
Notwithstanding anything herein to the contrary, any purported
transfer of a Class II-R2 Certificate to or on behalf of a Plan Investor
shall be null and void.
In addition, the Custodian shall not register any transfer of a
Class II-R2 Certificate (including any beneficial interest therein) to a
Disqualified Organization. In addition, no Class II-R2 Certificate (or any
beneficial interest therein) may be transferred unless the proposed
transferee thereof provides the Custodian with (i) a Residual Transferee
Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an
affidavit of the proposed transferee in substantially the form attached as
Exhibit G-1 to the Standard Terms and a certificate of the transferor
stating whether the Class II-R2 Certificate has "tax avoidance potential"
as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the
proposed transferee is a U.S. Person, an affidavit of the proposed
transferee in substantially the form attached as Exhibit G-2 to the
Standard Terms. Notwithstanding the fulfillment of the prerequisites
described above, the Custodian may refuse to recognize any transfer to the
extent necessary to avoid a risk of (i) disqualification of the Issuing
REMIC as a REMIC or (ii) the imposition of a tax upon the Issuing REMIC.
Any attempted transfer in violation of the foregoing restrictions shall be
null and void and shall not be recognized by the Custodian.
If a tax or a reporting cost is borne by the Issuing REMIC as a
result of the transfer of a Class II-R2 Certificate (or any beneficial
interest therein) in violation of the restrictions set forth herein and in
the Trust Agreement, the Custodian shall pay such tax or reporting cost
with amounts that otherwise would have been paid to the transferee of the
Class II-R2 Certificate (or beneficial interest therein). In that event,
neither the transferee nor the transferor shall have any right to seek
repayment of such amounts from the Depositor or the Custodian, the Trust,
the Issuing REMIC, or any other Holders, and none of such parties shall
have any liability for payment of any such tax or reporting cost.
The Depositor, the Servicer, the Trustee, the Custodian, the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee the Custodian or the Certificate Registrar 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 Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier
of: (i) the final payment or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan and (ii) the repurchase of all the assets of the Trust by the
Depositor when the aggregate Scheduled Principal Balance of the Mortgage
Loans equals 10% or less of the aggregate Scheduled Principal Balance as of
the Cut-off Date. Written notice of termination will be given to each
Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at an office or agency
appointed by the Custodian which will be specified in the notice of
termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at a price equal to the greater
of (a) 100% of the Scheduled Principal Balance of each Mortgage Loan
remaining in the Trust on the day of such purchase, plus accrued interest
thereon at the Certificate Rate (less the related Servicing Fee Rate) to
the last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance
of the Mortgage Loan for any REO Property remaining in the Trust, plus
accrued interest thereon at the Certificate Rate (less the related
Servicing Fee Rate) to the last day in the month in which the Termination
Price is distributed to Certificateholders, and (ii) the current appraised
value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian, and (b) the sum of the aggregate
fair market value of all of the assets of the Trust (as determined by the
Custodian in consultation with the Underwriter (or, if the Underwriter is
unwilling or unable to serve in that capacity, a financial advisor selected
by the Custodian in a commercially reasonable manner, whose fees will be an
expense of the Depositor (or of such other person causing such Termination
Purchase)) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on
the third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement. The fair market value of the assets in the Trust or the
appraised value of any REO Property shall be based upon the inclusion of
accrued interest to the last day of the month in which the Termination
Price is distributed to the Certificateholders, at the applicable
Certificate Rate (less the related Servicing Fee Rate) on the Scheduled
Principal Balance of each Mortgage Loan (including any Mortgage Loan which
became an REO Property as to which an REO Disposition has not occurred).
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Trust Agreement or be valid for
any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Custodian has executed this Certificate on behalf of the Trust
as Custodian under the Trust Agreement, and the Custodian shall be liable
hereunder only in respect of the assets of the Trust.
Capitalized terms used herein and not otherwise defined shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Custodian has caused this Certificate to
be duly executed.
Dated: May 29, 2002 JPMORGAN CHASE BANK,
as Custodian
BY:
________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS II-R2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
As Certificate Registrar
BY:
________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the (Cust) (Minor) ------------
entireties
JT TEN- as joint tenants with Under Uniform Gifts to Minors Act
rights of survivorship (State)
and not as Tenants in
Common
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE________________________________________________________________
________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in
the Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:_____________________ _____________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Certificate in
every particular without
alteration or enlargement or
any change whatever.
______________________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and
statements should be mailed to __________________________. This information
is provided by ____________________________, the assignee named above, or
_______________, as agent.