EX-99.1 2 rz2psa.txt POOLING & SERVICING AGREEMENT RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., Depositor, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and THE CHASE MANHATTAN BANK Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 2001 Mortgage Asset-Backed Pass-Through Certificates Series 2001-RZ2
TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions...................................................-4- Accrued Certificate Interest.........................................-4- Adjusted Mortgage Rate...............................................-5- Adjusted Net WAC Rate................................................-5- Advance..............................................................-5- Affiliate............................................................-5- Agreement............................................................-5- Amount Held for Future Distribution..................................-5- Appraised Value......................................................-5- Assignment...........................................................-5- Assignment Agreement.................................................-6- Available Distribution Amount........................................-6- Bankruptcy Code......................................................-6- Book-Entry Certificate...............................................-6- Business Day.........................................................-6- Cash Liquidation.....................................................-6- Certificate..........................................................-7- Certificate Account..................................................-7- Certificate Account Deposit Date.....................................-7- Certificateholder or Holder..........................................-7- Certificate Owner....................................................-7- Certificate Principal Balance........................................-7- Certificate Register and Certificate Registrar.......................-8- Class ..............................................................-8- Class A Certificates.................................................-8- Class A-I Certificates...............................................-8- Class A-I-1 Certificate..............................................-8- Class A-I-2 Certificate..............................................-8- Class A-I-3 Certificate..............................................-8- Class A-I-4 Certificate..............................................-8- Class A-I-5 Certificate..............................................-8- Class A-IO Certificate...............................................-9- Class A-II Certificate...............................................-9- Class A Interest Distribution Amount.................................-9- Class A Principal Distribution Amount................................-9- Class B Certificate..................................................-9- Class B Interest Distribution Amount................................-10- Class B Net WAC Shortfall...........................................-10- (i) Class B Net WAC Shortfall Carry-Forward Amount......................-10- Class B Principal Distribution Amount...............................-10- Class M Certificates................................................-11- Class M-1 Certificate...............................................-11- Class M-1 Interest Distribution Amount..............................-11- Class M-1 Principal Distribution Amount.............................-11- Class M-2 Certificate...............................................-11- Class M-2 Interest Distribution Amount..............................-11- Class M-2 Principal Distribution Amount.............................-11- Class M-3 Certificate...............................................-12- Class M-3 Interest Distribution Amount..............................-12- Class M-3 Principal Distribution Amount.............................-12- Class R Certificate.................................................-13- Class R-I Certificate...............................................-13- Class R-II Certificate..............................................-13- Class R-III Certificate.............................................-13- Class SB Certificate................................................-13- Clearing System Certificate.........................................-13- Clearstream.........................................................-14- Closing Date........................................................-14- Code .............................................................-14- Compensating Interest...............................................-14- Corporate Trust Office..............................................-14- Current Specified Overcollateralization Percentage..................-14- Curtailment.........................................................-14- Custodial Account...................................................-14- Custodial Agreement.................................................-14- Custodian...........................................................-14- Cut-off Date........................................................-14- Cut-off Date Balance................................................-15- Cut-off Date Principal Balance......................................-15- Debt Service Reduction..............................................-15- Deficient Valuation.................................................-15- Definitive Certificate..............................................-15- Deleted Mortgage Loan...............................................-15- Delinquent..........................................................-15- Depository..........................................................-15- Depository Participant..............................................-15- Destroyed Mortgage Note.............................................-16- Determination Date..................................................-16- Disqualified Organization...........................................-16- Distribution Date...................................................-16- Diverted Excess Spread..............................................-16- Due Date............................................................-16- Due Period..........................................................-16- Eligible Account....................................................-17- (ii) ERISA .............................................................-17- Euroclear...........................................................-17- Event of Default....................................................-17- Excess Cash Flow....................................................-17- Excess Fraud Loss...................................................-17- Excess Loss.........................................................-17- Exchange Date.......................................................-17- Excess Overcollateralization Amount.................................-18- Excess Special Hazard Loss..........................................-18- Extraordinary Events................................................-18- Extraordinary Losses................................................-18- Fannie Mae..........................................................-19- FASIT .............................................................-19- FDIC .............................................................-19- FHA .............................................................-19- Final Distribution Date.............................................-19- Final Scheduled Distribution Date...................................-19- Fitch .............................................................-19- Foreclosure Profits.................................................-19- Fraud Loss Amount...................................................-19- Fraud Losses........................................................-20- Freddie Mac.........................................................-20- Group I Loan........................................................-20- Group II Loan.......................................................-20- HomeComings.........................................................-20- Independent.........................................................-20- Initial Certificate Principal Balance...............................-20- Insurance Proceeds..................................................-21- Interim Certificates................................................-21- Interest Accrual Period.............................................-21- Interest Distribution Amount........................................-21- Late Collections....................................................-21- Liquidation Proceeds................................................-21- Loan-to-Value Ratio.................................................-21- Marker Rate.........................................................-21- Maturity Date.......................................................-22- MERS .............................................................-22- MERS(R)System........................................................-22- MIN .............................................................-22- Modified Mortgage Loan..............................................-23- Modified Net Mortgage Rate..........................................-23- MOM Loan............................................................-23- Monthly Payment.....................................................-23- Moody's.............................................................-23- Mortgage............................................................-23- Mortgage File.......................................................-23- (iii) Mortgage Loans......................................................-23- Mortgage Loan Schedule..............................................-23- Mortgage Note.......................................................-24- Mortgage Rate.......................................................-24- Mortgaged Property..................................................-25- Mortgagor...........................................................-25- Net Mortgage Rate...................................................-25- Non-Primary Residence Loans.........................................-25- Non-United States Person............................................-25- Nonrecoverable Advance..............................................-25- Nonsubserviced Mortgage Loan........................................-25- Notice .............................................................-25- Notional Amount.....................................................-25- Officers' Certificate...............................................-25- Opinion of Counsel..................................................-25- Outstanding Mortgage Loan...........................................-26- Overcollateralization Amount........................................-26- Overcollateralization Increase Amount...............................-26- Overcollateralization Reduction Amount..............................-26- Ownership Interest..................................................-26- Pass-Through Rate...................................................-26- Paying Agent........................................................-28- Percentage Interest.................................................-29- Permanent Regulation S Global Class B Certificate...................-29- Permitted Investments...............................................-29- Permitted Transferee................................................-30- Person .............................................................-30- Placement Agent.....................................................-30- Pool Stated Principal Balance.......................................-30- Prepayment Assumption...............................................-30- Prepayment Interest Shortfall.......................................-31- Prepayment Period...................................................-31- Primary Insurance Policy............................................-31- Principal Distribution Amount.......................................-31- Principal Prepayment................................................-32- Principal Prepayment in Full........................................-32- Principal Remittance Amount.........................................-32- Program Guide.......................................................-32- Purchase Price......................................................-32- Qualified Substitute Mortgage Loan..................................-33- Rating Agency.......................................................-33- Realized Loss.......................................................-33- Record Date.........................................................-34- Regular Certificates................................................-34- Regular Interest....................................................-34- Regulation S Global Class B Certificate.............................-34- (iv) Relief Act..........................................................-34- REMIC .............................................................-34- REMIC Administrator.................................................-34- REMIC I.............................................................-34- REMIC I Regular Interest LTA........................................-35- REMIC I Regular Interest LTB........................................-35- REMIC II............................................................-35- REMIC II Interest Loss Allocation Amount............................-35- REMIC II Overcollateralization Amount..............................-35- REMIC II Principal Loss Allocation Amount...........................-36- REMIC II Regular Interest LT1.......................................-36- REMIC II Regular Interest LT2.......................................-36- REMIC II Regular Interest LT3.......................................-36- REMIC II Regular Interest LT4.......................................-36- REMIC II Regular Interest LT5.......................................-36- REMIC II Regular Interest LT6.......................................-36- REMIC II Regular Interest LT7.......................................-37- REMIC II Regular Interest LT8.......................................-37- REMIC II Regular Interest LT9.......................................-37- REMIC II Regular Interest LT10......................................-37- REMIC II Regular Interest LT11......................................-37- REMIC II Regular Interest LT12......................................-37- REMIC II Regular Interest LT12 Maximum Interest Deferral Amount ...................................................................-37- REMIC II Required Overcollateralization Amount......................-38- REMIC III...........................................................-38- REMIC Provisions....................................................-38- REO Acquisition.....................................................-39- REO Disposition.....................................................-39- REO Imputed Interest................................................-39- REO Proceeds........................................................-39- REO Property........................................................-39- Repurchase Event....................................................-39- Request for Release.................................................-39- Required Insurance Policy...........................................-39- Required Overcollateralization Amount...............................-39- Reserve Fund........................................................-39- Reserve Fund Deposit................................................-39- Reserve Fund Residual Right.........................................-40- Residential Funding.................................................-40- Responsible Officer.................................................-40- Rule 144A Global Class B Certificate................................-40- Servicing Accounts..................................................-40- Servicing Advances..................................................-40- Servicing Fee.......................................................-40- Servicing Fee Rate..................................................-40- (v) Servicing Modification..............................................-40- Servicing Officer...................................................-41- Sixty-Plus Delinquency Percentage...................................-41- Special Hazard Amount...............................................-41- Special Hazard Loss.................................................-42- Standard & Poor's...................................................-42- Startup Date........................................................-42- Stated Principal Balance............................................-42- Stepdown Date.......................................................-42- Step-Up Date........................................................-42- Subordination.......................................................-42- Subserviced Mortgage Loan...........................................-42- Subservicer.........................................................-42- Subservicer Advance.................................................-43- Subservicing Account................................................-43- Subservicing Agreement..............................................-43- Subservicing Fee....................................................-43- Tax Returns.........................................................-43- Temporary Regulation S Global Class B Certificate...................-43- Transfer............................................................-43- Transferee..........................................................-43- Transferor..........................................................-43- Trigger Event.......................................................-44- Trust Fund..........................................................-44- Uniform Single Attestation Program for Mortgage Bankers.............-44- Uncertificated Accrued Interest.....................................-44- Uncertificated Notional Amount......................................-45- Uncertificated Pass-Through Rate....................................-45- Uncertificated Principal Balance....................................-45- Uncertificated REMIC I Pass-Through Rate............................-45- Uncertificated REMIC II Pass-Through Rate...........................-45- Uncertificated Regular Interests....................................-46- Uninsured Cause.....................................................-46- United States Person................................................-46- VA .............................................................-46- Voting Rights.......................................................-46- Weighted Average Net Mortgage Rate..................................-46- ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01. Conveyance of Mortgage Loans.................................-47- Section 2.02. Acceptance by Trustee........................................-50- (vi) Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Depositor -52- Section 2.04. Representations and Warranties of Residential Funding........-54- Section 2.05. Execution and Authentication of Certificates; Conveyance of Uncertificated REMIC Regular Interests............................................-56- ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 3.01. Master Servicer to Act as Servicer...........................-58- Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' Obligations; Special Servicing..............-59- Section 3.03. Successor Subservicers.......................................-60- Section 3.04. Liability of the Master Servicer.............................-61- Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders -61- Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee-61- Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account ............................................................-62- Section 3.08. Subservicing Accounts; Servicing Accounts....................-64- Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans ............................................................-66- Section 3.10. Permitted Withdrawals from the Custodial Account.............-66- Section 3.11. Maintenance of Primary Insurance Coverage....................-68- Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage-68- Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments..........................................-70- Section 3.14. Realization Upon Defaulted Mortgage Loans....................-72- Section 3.15. Trustee to Cooperate; Release of Mortgage Files..............-74- Section 3.16. Servicing and Other Compensation; Compensating Interest......-76- Section 3.17. Reports to the Trustee and the Depositor.....................-77- Section 3.18. Annual Statement as to Compliance............................-77- Section 3.19. Annual Independent Public Accountants' Servicing Report......-77- Section 3.20. Right of the Depositor in Respect of the Master Servicer.....-78- ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account..........................................-79- Section 4.02. Distributions................................................-79- Section 4.03. Statements to Certificateholders.............................-85- Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the Master Servicer.....................................................-88- (vii) Section 4.05. Allocation of Realized Losses................................-89- Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property-90- Section 4.07. Optional Purchase of Defaulted Mortgage Loans................-91- Section 4.08. Distribution of Class B Net WAC Shortfall Carry-Forward Amount; Reserve Fund -91- ARTICLE V THE CERTIFICATES Section 5.01. The Certificates.............................................-93- Section 5.02. Registration of Transfer and Exchange of Certificates........-95- Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...........-103- Section 5.04. Persons Deemed Owners.......................................-104- Section 5.05. Appointment of Paying Agent.................................-104- Section 5.06. Optional Purchase of Certificates...........................-104- ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Depositor and the Master Servicer-107- Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer..........-107- Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others-108- Section 6.04. Depositor and Master Servicer Not to Resign.................-109- ARTICLE VII DEFAULT Section 7.01. Events of Default...........................................-110- Section 7.02. Trustee or Depositor to Act; Appointment of Successor.......-112- Section 7.03. Notification to Certificateholders..........................-113- Section 7.04. Waiver of Events of Default.................................-113- ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01. Duties of Trustee...........................................-115- Section 8.02. Certain Matters Affecting the Trustee.......................-116- Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.......-118- Section 8.04. Trustee May Own Certificates................................-118- Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification-118- Section 8.06. Eligibility Requirements for Trustee........................-119- (viii) Section 8.07. Resignation and Removal of the Trustee......................-120- Section 8.08. Successor Trustee...........................................-121- Section 8.09. Merger or Consolidation of Trustee..........................-121- Section 8.10. Appointment of Co-Trustee or Separate Trustee...............-122- Section 8.11. Appointment of Custodians...................................-123- ARTICLE IX TERMINATION Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans.......................................................-124- Section 9.02. Additional Termination Requirements.........................-126- ARTICLE X REMIC PROVISIONS Section 10.01.REMIC Administration........................................-128- Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification-131- ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01.Amendment...................................................-133- Section 11.02.Recordation of Agreement; Counterparts......................-135- Section 11.03.Limitation on Rights of Certificateholders..................-136- Section 11.04.Governing Law...............................................-137- Section 11.05.Notices.....................................................-137- Section 11.06.Notices to Rating Agencies..................................-137- Section 11.07.Severability of Provisions..................................-138- Section 11.08.Supplemental Provisions for Resecuritization................-138- Exhibit A Form of Class A Certificate Exhibit B-1 Form of Class M Certificate Exhibit B-2-A Form of Definitive Class B Certificate Exhibit B-2-B Form of Rule 144A Global Class B Certificate Exhibit B-2-C Form of Temporary Regulation S Global Class B Certificate Exhibit B-2-D Form of Permanent Regulation S Global Class B Certificate Exhibit C Form of Class SB Certificate Exhibit D Form of Class R Certificate Exhibit E Form of Custodial Agreement Exhibit F-1 Group II Mortgage Loan Schedule Exhibit F-1 Group I Mortgage Loan Schedule (ix) Exhibit G Forms of Request for Release Exhibit H-1 Form of Transfer Affidavit and Agreement Exhibit H-2 Form of Transferor Certificate Exhibit I Form of Investor Representation Letter Exhibit J Form of Transferor Representation Letter Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to Section 11.01(e) for a Limited Guaranty Exhibit L Form of Limited Guaranty Exhibit M Form of Lender Certification for Assignment of Mortgage Loan Exhibit N Form of Rule 144A Investment Representation Exhibit O Form of ERISA Letter for Class SB Certificates Exhibit P Form of ERISA Letter for Class M Certificates Exhibit Q Form of Transferor Letter (Section 5.02(e)) Exhibit R Form of Certificate of Euroclear or Clearstream (Section 5.02(e)) Exhibit S Form of Certificate to Be Given by Transferee of Beneficial Interest in a Temporary Regulation S Global Class B Certificate (Section 5.02(e)) Exhibit T Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Class B Certificate to Regulation S Global Class B Certificate (Section 5.02(e)) Exhibit U Form of Placement Agent Exchange Instructions (Section 5.02(e))
(x) This Pooling and Servicing Agreement, effective as of May 1, 2001, among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as trustee (together with its permitted successors and assigns, the "Trustee"). PRELIMINARY STATEMENT: The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in fifteen classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein). REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Reserve Fund) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass- Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the 360th Distribution Date. None of the REMIC I Regular Interests will be certificated.
Uncertificated REMIC I Initial Uncertificated Latest Possible Designation Pass-Through Rate Principal Balance Maturity Date ------------- ------------------------ ---------------------- ---------------------- LTA Variable(1) $ 180,001,875.09 May 25, 2031 LTB Variable(1) $ 20,000,000.00 May 25, 2031 ------------------- (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.
REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests and certain other related assets (exclusive of the Reserve Fund) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. -1- The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the 360th Distribution Date. None of the REMIC II Regular Interests will be certificated.
Uncertificated REMIC II Initial Uncertificated Latest Possible Designation Pass-Through Rate Principal Balance Maturity Date ------------- ------------------------ ---------------------- ---------------------- LT1 Variable(1) $ 196,001,837.50 May 25, 2031 LT2 Variable(1) $ 366,260.00 May 25, 2031 LT3 Variable(1) $ 264,140.00 May 25, 2031 LT4 Variable(1) $ 195,050.00 May 25, 2031 LT5 Variable(1) $ 344,990.00 May 25, 2031 LT6 Variable(1) $ 294,010.00 May 25, 2031 LT7 Variable(1) $ 235,550.00 May 25, 2031 LT8 Variable(1) $ 110,000.00 May 25, 2031 LT9 Variable(1) $ 90,000.00 May 25, 2031 LT10 Variable(1) $ 50,000.00 May 25, 2031 LT11 Variable(1) $ 50,000.00 May 25, 2031 LT12 Variable(1) $ 2,000,037.50 May 25, 2031 LTA-IO Variable(2) $ N/A(3) May 25, 2031 ------------------- (1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate. (2) The Pass-Through Rate for REMIC II Regular Interest LTA-IO will be the lesser of 8.00% per annum and the REMIC I Net WAC Rate for the June 2001 through November 2003 distribution dates. REMIC II Regular Interest LTA-IO will only be entitled to interest for the first 30 distribution dates. (3) REMIC II Regular Interest LTA-IO will not have an Uncertificated Principal Balance, but will accrue interest on its Uncertificated Notional Amount outstanding from time to time which shall equal the Uncertificated Principal Balance of REMIC I Regular Interest LTB.
REMIC III As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests (exclusive of the Reserve Fund) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC III. The Class R-III Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance, certain features, Maturity Date and initial ratings for each Class of Certificates comprising the interests representing "regular interests" in REMIC III. The "latest possible maturity date" (determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of REMIC III Regular Certificates shall be the 360th Distribution Date. -2-
PASS- AGGREGATE INITIAL THROUGH CERTIFICATE PRINC FEATURES DESIGNATION TYPE RATE BALANCE IPAL MATURITY DATE INITIAL RATINGS S&P/FITCH MOODY'S Class A-I-1 Senior 5.16%(1) $ 36,626,000.00 Senior May 25, 2031 AAA Aaa Class A-I-2 Senior 5.50%(1) $ 26,414,000.00 Senior May 25, 2031 AAA Aaa Class A-I-3 Senior 5.96%(1) $ 19,505,000.00 Senior May 25, 2031 AAA Aaa Class A-I-4 Senior 6.64%(1) $ 34,499,000.00 Senior May 25, 2031 AAA Aaa Class A-I-5 Senior 7.48%(1)(2) $ 29,401,000.00 Senior May 25, 2031 AAA Aaa Class A-II Senior 6.87%(1)(2) $ 23,555,000.00 Senior May 25, 2031 AAA Aaa Class A-IO Senior 8.00%(3) $ (4)Senior/InteNovember 25, 2003 AAA Aaa Only Class M-1 Mezzanine 7.47%(1)(2) $ 11,000,000.00 Mezzanine May 25, 2031 AA Aa2 Class M-2 Mezzanine 7.72%(1)(2) $ 9,000,000.00 Mezzanine May 25, 2031 A A2 Class M-3 Mezzanine 8.21%(1)(2) $ 5,000,000.00 Mezzanine May 25, 2031 BBB Baa2 Class B Subordinate 8.50%(1)(2) $ 5,000,000.00Subordinate May 25, 2031 BB Ba2 Class SB SubordinateAdjustable(5)$ 1,875.09Subordinate May 25, 2031 N/R N/R Class R-I Residual N/A N/A Residual May 25, 2031 N/R N/R Class R-II Residual N/A N/A Residual May 25, 2031 N/R N/R Class R-III Residual N/A N/A Residual May 25, 2031 N/R N/R
------------------ (1) Subject to a cap as described in the definition of "Pass-Through Rate" herein. (2) After the first Distribution Date after the Step-Up Date, the Pass-Through Rate indicated above will increase by a per annum rate equal to 0.50%. (3) The Pass-Through Rate for the Class A-IO Certificates will be the lesser of 8.00% per annum and the Weighted Average Net Mortgage Rate for the June 2001 through November 2003 Distribution Dates. The Class A-IO Certificates will only be entitled to interest for the first 30 Distribution Dates. (4) The Class A-IO Certificates do not have a principal balance. For the purpose of calculating interest payments, interest will accrue on a notional amount initially equal to $20,000,000. (5) The Class SB Certificates will accrue interest as described in the definition of Accrued Certificate Interest. The Class SB Certificates will not accrue interest on their Certificate Principal Balance. The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to approximately $200,001,875. The Mortgage Loans are fixed-rate, fully amortizing, first lien mortgage loans having terms to maturity at origination of not more than 30 years. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer and the Trustee agree as follows: -3- ARTICLE I DEFINITIONS Section 2.02. Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Accrued Certificate Interest: With respect to each Distribution Date and the Class A, Class M and Class B Certificates, interest accrued during the preceding calendar month at the related Pass-Through Rate less interest shortfalls from the Mortgage Loans, if any, allocated thereto for such Distribution Date, on the Certificate Principal Balance thereof, or Notional Amount thereof, in the case of the Class A-IO Certificates, immediately prior to such Distribution Date (or in the case of the first Distribution Date, the Cut-off Date). Accrued Certificate Interest on the Class A, Class M and Class B Certificates will be reduced by (i) the interest portion (adjusted to the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Excess Losses on the Mortgage Loans to the extent allocated to the related Class A, Class M and Class B Certificates, (ii) the interest portion of Advances previously made with respect to a Mortgage Loan or REO Property which remained unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property that were made with respect to delinquencies that were ultimately determined to be Excess Losses, and (iii) any other interest shortfalls on the Mortgage Loans, other than Prepayment Interest Shortfalls, including interest that is not collectible from the Mortgagor for the related Due Period pursuant to the Relief Act or similar legislation or regulations as in effect from time to time, with all such reductions allocated on the Mortgage Loans to the Class A, Class M and Class B Certificates on a pro rata basis in reduction of the Accrued Certificate Interest which would have resulted absent such reductions. In addition to the foregoing, the amount of interest payable to the Class A, Class M and Class B Certificates shall be reduced by the amount of Prepayment Interest Shortfalls to the extent not covered by Compensating Interest pursuant to Section 3.16 allocated thereto pursuant to Section 4.02(e) or covered by payments pursuant to Section 4.02(c)(xi) and (xii). With respect to each Distribution Date and the Class SB Certificates, interest accrued during the preceding calendar month at the related Pass-Through Rate on the Notional Amount as specified in the definition of Pass-Through Rate, immediately prior to such Distribution Date in each case, reduced by any interest shortfalls with respect to the Mortgage Loans other than Prepayment Interest Shortfalls. In addition, Accrued Certificate Interest with respect to each Distribution Date, as to the Class SB Certificates, shall be reduced by an amount equal to the interest portion of Realized Losses allocated to the Overcollateralization Amount pursuant to Section 4.05 hereof. Accrued Certificate Interest on the Class A Certificates, the Class M Certificates, the Class B Certificates and Class SB Certificates shall accrue on the basis of a 360-day year consisting of twelve 30-day months. -4- Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of determination, the Mortgage Rate borne by the related Mortgage Note, less the rate at which the related Subservicing Fee accrues. Adjusted Net WAC Rate: A per annum rate (but not less than zero) equal to the weighted average of (x) the Uncertificated REMIC I Pass-Through Rate with respect to REMIC I Regular Interest LTA for such Distribution Date and (y) the excess, if any, of (i) the Uncertificated REMIC I Pass-Through Rate with respect to REMIC I Regular Interest LTB for such Distribution Date over (ii) (A) in the case of the first 30 Distribution Dates, 8.00% per annum, and (B) in the case of any Distribution Date thereafter, 0.00% per annum, weighted, in the case of clause (x), on the basis of the Uncertificated Principal Balance of REMIC I Regular Interest LTA, and in the case of clause (y), on the basis of the Uncertificated Principal Balance of REMIC I Regular Interest LTB, respectively. Advance: As to any Mortgage Loan, any advance made by the Master Servicer, pursuant to Section 4.04. Affiliate: With respect to any Person, any other Person controlling, controlled by or under common control with such first Person. For the purposes of this definition, "control" means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto. Amount Held for Future Distribution: As to any Distribution Date, the total of the amounts held in the Custodial Account at the close of business on the preceding Determination Date on account of (i) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made pursuant to Section 2.03 or 2.04 received or made in the month of such Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and purchases of Mortgage Loans that the Master Servicer has deemed to have been received in the preceding month in accordance with Section 3.07(b)) and (ii) payments which represent early receipt of scheduled payments of principal and interest due on a date or dates subsequent to the Due Date in the related Due Period. Appraised Value: As to any Mortgaged Property, the appraised value of such Mortgaged Property based upon the appraisal or appraisals (or field review) made at the time of the origination of the related Mortgage Loan. Assignment: An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage Loan to the Trustee for the benefit of Certificateholders, which assignment, notice of transfer or equivalent instrument may -5- be in the form of one or more blanket assignments covering Mortgages secured by Mortgaged Properties located in the same county, if permitted by law and accompanied by an Opinion of Counsel to that effect. Assignment Agreement: The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the Depositor relating to the transfer and assignment of the Mortgage Loans. Available Distribution Amount: As to any Distribution Date, an amount equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on the immediately preceding Determination Date and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date with respect to the Mortgage Loans, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a) in respect of the Mortgage Loans, (iv) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of the Mortgage Loans and (v) any amount deposited in the Certificate Account pursuant to Section 4.07 or 9.01 in respect of the Mortgage Loans, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (x) the Amount Held for Future Distribution with respect to the Mortgage Loans, and (y) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Bankruptcy Code: The Bankruptcy Code of 1978, as amended. Book-Entry Certificate: Any Certificate registered in the name of the Depository or its nominee. Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of New York or the State of California (and such other state or states in which the Custodial Account or the Certificate Account are at the time located) are required or authorized by law or executive order to be closed. Calendar Quarter: A Calendar Quarter shall consist of one of the following time periods in any given year: January 1 through March 31, April 1 through June 30, July 1 though September 30, and October 1 through December 31. Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO Acquisition occurred, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith expects to be finally recoverable with respect to such Mortgage Loan. -6- Certificate: Any Class A Certificate, Class M Certificate, Class SB Certificate or Class R Certificate. Certificate Account: The account or accounts created and maintained pursuant to Section 4.01, which shall be entitled "The Chase Manhattan Bank, as trustee, in trust for the registered holders of Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass- Through Certificates, Series 2001-RZ2" and which must be an Eligible Account. Certificate Account Deposit Date: As to any Distribution Date, the Business Day prior thereto. Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate Register, except that neither a Disqualified Organization nor a Non-United States Person shall be a holder of a Class R Certificate for any purpose hereof. Solely for the purpose of giving any consent or direction pursuant to this Agreement, any Certificate, other than a Class R Certificate, registered in the name of the Depositor, the Master Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be outstanding and the Percentage Interest or Voting Rights evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests or Voting Rights necessary to effect any such consent or direction has been obtained. All references herein to "Holders" or "Certificateholders" shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee shall be required to recognize as a "Holder" or "Certificateholder" only the Person in whose name a Certificate is registered in the Certificate Register. Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate, as reflected on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent, if any, and otherwise on the books of a Depository Participant, if any, and otherwise on the books of the Depository. Certificate Principal Balance: With respect to any Class A, Class M or Class B Certificate (other than a Class A-IO Certificate), on any date of determination, an amount equal to (i) the Initial Certificate Principal Balance of such Certificate as specified on the face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously distributed with respect to such Certificate (or any predecessor Certificate) and applied to reduce the Certificate Principal Balance or amount thereof pursuant to Section 4.02(c) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses which were previously allocated to such Certificate (or any predecessor Certificate) pursuant to Section 4.05. With respect to each Class SB Certificate, on any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times an amount equal to (i) the excess, if any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal Balance of the Class A, Class M and Class B Certificates then outstanding, plus (ii) any Diverted Excess Spread. The Class A-IO and Class R Certificates will not have a Certificate Principal Balance. -7- Certificate Register and Certificate Registrar: The register maintained and the registrar appointed pursuant to Section 5.02. Class: Collectively, all of the Certificates or uncertificated interests bearing the same designation. Class A Certificates: Any one of the Class A-I or Class A-II Certificates. Class A-I Certificates: Any one of the Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4, Class A-I-5 or Class A-IO Certificates. Class A-I-1 Certificate: Any one of the Class A-I-1 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class B Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class A-I-2 Certificate: Any one of the Class A-I-2 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class B Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class A-I-3 Certificate: Any one of the Class A-I-3 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class B Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class A-I-4 Certificate: Any one of the Class A-I-4 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class B Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class A-I-5 Certificate: Any one of the Class A-I-5 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class B Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of the -8- Mortgage Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class A-IO Certificate: Any one of the Class A-IO Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class B Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class A-II Certificate: Any one of the Class A-II Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class B Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and (i) evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive the Basis Risk Shortfall Carry-Forward Amount from the Reserve Fund. Class A Interest Distribution Amount: As defined in Section 4.02(c)(i). Class A Principal Distribution Amount: With respect to any Distribution Date: (i) prior to the Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect, the Principal Distribution Amount for that Distribution Date, or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of: (I) the Principal Distribution Amount for that Distribution Date; and (II) the excess of (A) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) 100% minus the sum of (a) 30.00% and (b) the Current Specified Overcollateralization Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans immediately preceding that Distribution Date. Class B Certificate: Any one of the Class B Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in one or more of the forms annexed hereto as Exhibit B-2, senior to the Class SB Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and (i) evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and -9- (ii) the right to receive the Class B Net WAC Shortfall Carry-Forward Amount from the Reserve Fund. Class B Interest Distribution Amount: As defined in Section 4.02(c)(v). Class B Net WAC Shortfall: With respect to the Class B Certificates and any Distribution Date on which the REMIC II Net WAC Rate is used to determine the Pass-Through Rate of the Class B Certificates, an amount equal to the excess of (x) Accrued Certificate Interest calculated at 8.50% over (y) Accrued Certificate Interest calculated using the REMIC II Net WAC Rate. Class B Net WAC Shortfall Carry-Forward Amount: With respect to the Class B Certificates and any Distribution Date, an amount equal to the aggregate amount of Class B Net WAC Shortfall for this Class on that Distribution Date, plus any unpaid Class B Net WAC Shortfall from prior Distribution Dates, to the extent not covered by payments from the Reserve Fund, plus interest thereon to the extent previously unreimbursed by Excess Cash Flow at a rate equal to 8.50% per annum. Class B Principal Distribution Amount: With respect to any Distribution Date: (i) prior to the Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect, the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution Amount, or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of: (I) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution Amount; and (II) the excess of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A, Class M-1, Class M-2 and Class M-3 Certificates (after taking into account the payment of the Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class B Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the Current Specified Overcollateralization Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans immediately preceding that Distribution Date. -10- Class M Certificates: Any one of the Class M-1, Class M-2 or Class M-3 Certificates. Class M-1 Certificate: Any one of the Class M-1 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B- 1, senior to the Class M-2, Class M-3, Class B and Class SB Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class M-1 Interest Distribution Amount: As defined in Section 4.02(c)(ii). Class M-1 Principal Distribution Amount: With respect to any Distribution Date: (i) prior to the Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect, the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal Distribution Amount, or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of: (I) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal Distribution Amount; and (II) the excess of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) 100% minus the sum of (a) 19.00% and (b) the Current Specified Overcollateralization Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans immediately preceding that Distribution Date. Class M-2 Certificate: Any one of the Class M-2 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B- 1, senior to the Class M-3, Class B and Class SB Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class M-2 Interest Distribution Amount: As defined in Section 4.02(c)(iii). Class M-2 Principal Distribution Amount: With respect to any Distribution Date: -11- (i) prior to the Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect, the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal Distribution Amount and the Class M-1 Principal Distribution Amount, or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of: (I) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal Distribution Amount and the Class M-1 Principal Distribution Amount; and (II) the excess of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A and Class M-1 Certificates (after taking into account the payment of the Class A Principal Distribution Amount and Class M-1 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) 100% minus the sum of (a) 10.00% and (b) the Current Specified Overcollateralization Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans immediately preceding that Distribution Date. Class M-3 Certificate: Any one of the Class M-3 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B- 1, senior to the Class B and Class SB Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class M-3 Interest Distribution Amount: As defined in Section 4.02(c)(iv). Class M-3 Principal Distribution Amount: With respect to any Distribution Date: (i) prior to the Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect, the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution Amount, or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of: -12- (I) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution Amount; and (II) the excess of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A, Class M-1 and Class M-2 Certificates (after taking into account the payment of the Class A Principal Distribution Amount, Class M-1 Principal Distribution Amount and Class M-2 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) 100% minus the sum of (a) 5.00% and (b) the Current Specified Overcollateralization Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans immediately preceding that Distribution Date. Class R Certificate: Any one of the Class R-I, Class R-II or Class R-III Certificates. Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC I for purposes of the REMIC Provisions. Class R-II Certificate: Any one of the Class R-II Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC II for purposes of the REMIC Provisions. Class R-III Certificate: Any one of the Class R-III Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC III for purposes of the REMIC Provisions. Class SB Certificate: Any one of the Class SB Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit C, subordinate to the Class A, Class M and Class B Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Clearing System Certificate: As defined in Section 5.02(e) and substantially in the form of Exhibit C-3 hereto. -13- Clearstream: Clearstream Banking, societe anonyme. Closing Date: May 30, 2001. Code: The Internal Revenue Code of 1986. Compensating Interest: With respect to any Distribution Date, an amount equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in Full or Curtailments during the related Prepayment Period, but not more than the lesser of (a) one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans immediately preceding such Distribution Date and (b) the sum of the Servicing Fee, all income and gain on amounts held in the Custodial Account and the Certificate Account and payable to the Certificateholders with respect to such Distribution Date and servicing compensation to which the Master Servicer may be entitled pursuant to Section 3.10(a)(v) and (vi), in each case with respect to the Mortgage Loans; provided that for purposes of this definition the amount of the Servicing Fee will not be reduced pursuant to Section 7.02 except as may be required pursuant to the last sentence of such Section. Corporate Trust Office: The principal office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this instrument is located at 450 West 33rd Street, 14th Floor, New York, New York 10001, Attention: RAMPI, Series 2001-RZ2. Current Specified Overcollateralization Percentage: For any Distribution Date, a percentage equal to (a) the Required Overcollateralization Amount over (b) the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the related Due Period, after giving effect to payments of principal for the related Due Period and Realized Losses incurred during the related Prepayment Period. Curtailment: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in Full. Custodial Account: The custodial account or accounts created and maintained pursuant to Section 3.07 in the name of a depository institution, as custodian for the holders of the Certificates, for the holders of certain other interests in mortgage loans serviced or sold by the Master Servicer and for the Master Servicer, into which the amounts set forth in Section 3.07 shall be deposited directly. Any such account or accounts shall be an Eligible Account. Custodial Agreement: An agreement that may be entered into among the Depositor, the Master Servicer, the Trustee and a Custodian in substantially the form of Exhibit E hereto. Custodian: A custodian appointed pursuant to a Custodial Agreement. Cut-off Date: May 1, 2001. -14- Cut-off Date Balance: $200,001,875. Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid principal balance thereof at the Cut-off Date after giving effect to all installments of principal due on or prior thereto (or due during the month of May 2001), whether or not received. Debt Service Reduction: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction constituting a Deficient Valuation or any reduction that results in a permanent forgiveness of principal. Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any scheduled Monthly Payment that constitutes a permanent forgiveness of principal, which valuation or reduction results from a proceeding under the Bankruptcy Code. Definitive Certificate: Any definitive, fully registered Certificate. Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Qualified Substitute Mortgage Loan. Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to 59 days" or "30 or more days" delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the next following monthly scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the second following monthly scheduled due date; and so on. The determination as to whether a Mortgage Loan falls into these categories is made as of the close of business on the last business day of each month. For example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of the close of business on August 31 would then be considered to be 30 to 59 days delinquent. Delinquency information as of the Cut-off Date is determined and prepared as of the close of business on the last business day immediately prior to the Cut-off Date. Depository: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates is Cede & Co. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository. -15- Destroyed Mortgage Note: A Mortgage Note the original of which was permanently lost or destroyed and has not been replaced. Determination Date: With respect to any Distribution Date, the 20th day (or if such 20th day is not a Business Day, the Business Day immediately following such 20th day) of the month of the related Distribution Date. Disqualified Organization: Any organization defined as a "disqualified organization" under Section 860E(e)(5) of the Code, which includes any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers' cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) and (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code. A Disqualified Organization also includes any "electing large partnership," as defined in Section 775(a) of the Code and any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Class R Certificate by such Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms "United States", "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions. Distribution Date: The 25th day of any month beginning in the month immediately following the month of the initial issuance of the Certificates or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day. Diverted Excess Spread: Any amount otherwise payable as Accrued Certificate Interest on the Class SB Certificate that, pursuant to Section 4.02(c), is used to increase the Overcollateralization Amount or is used to offset Realized Losses on any Mortgage Loans. Any reduction in the Overcollateralization Amount shall first reduce the Diverted Excess Spread until it is reduced to zero, and in the event that such reduction is due to an Overcollateralization Reduction Amount the amount of such reduction shall be payable to the Class SB Certificates to the extent of the Diverted Excess Spread. No interest will accrue on the Diverted Excess Spread. Due Date: With respect to any Distribution Date and any Mortgage Loan, the day during the related Due Period on which the Monthly Payment is due. Due Period: With respect to any Distribution Date, the calendar month of such Distribution Date. -16- Eligible Account: An account that is any of the following: (i) maintained with a depository institution the debt obligations of which have been rated by each Rating Agency in its highest rating available, or (ii) an account or accounts in a depository institution in which such accounts are fully insured to the limits established by the FDIC, provided that any deposits not so insured shall, to the extent acceptable to each Rating Agency, as evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel delivered to the Trustee and each Rating Agency) the registered Holders of Certificates have a claim with respect to the funds in such account or a perfected first security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, or (iii) in the case of the Custodial Account, either (A) a trust account or accounts maintained in the corporate trust department of Bank One, National Association, or (B) an account or accounts maintained in the corporate asset services department of Bank One, National Association as long as its short term debt obligations are rated P-1 (or the equivalent) or better by each Rating Agency, and its long term debt obligations are rated A2 (or the equivalent) or better, by each Rating Agency, or (iv) in the case of the Certificate Account, a trust account or accounts maintained in the corporate trust division of Bank One, National Association, or (v) an account or accounts of a depository institution acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such account as the Custodial Account or the Certificate Account will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency). ERISA: The Employee Retirement Income Security Act of 1974, as amended. Euroclear: Euroclear Bank, S.A./NA, as operator of The Euroclear System. Event of Default: As defined in Section 7.01. Excess Cash Flow: With respect to any Distribution Date, an amount equal to the excess of (i) the Available Distribution Amount for that Distribution Date over (ii) the sum of (a) the Interest Distribution Amount for that Distribution Date and (b) the Principal Remittance Amount for that Distribution Date. Excess Fraud Loss: With respect to the Mortgage Loans, any Fraud Loss on the Mortgage Loans, or portion thereof, which exceeds the then-applicable Fraud Loss Amount. Excess Loss: Any Excess Fraud Loss, Excess Special Hazard Loss or Extraordinary Loss. Exchange Date: As defined in Section 5.02(e)(iii). -17- Excess Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount. Excess Special Hazard Loss: With respect to the Mortgage Loans, any Special Hazard Loss on the Mortgage Loans, or portion thereof, that exceeds the then-applicable Special Hazard Amount. Extraordinary Events: Any of the following conditions with respect to a Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes the liquidation of such Mortgage Loan: (a) losses that are of the type that would be covered by the fidelity bond and the errors and omissions insurance policy required to be maintained pursuant to Section 3.12(b) but are in excess of the coverage maintained thereunder; (b) nuclear reaction or nuclear radiation or radioactive contamination, all whether controlled or uncontrolled, and whether such loss be direct or indirect, proximate or remote or be in whole or in part caused by, contributed to or aggravated by a peril covered by the definition of the term "Special Hazard Loss"; (c) hostile or warlike action in time of peace or war, including action in hindering, combatting or defending against an actual, impending or expected attack; 1. by any government or sovereign power, de jure or de facto, or by any authority maintaining or using military, naval or air forces; or 2. by military, naval or air forces; or 3. by an agent of any such government, power, authority or forces; or 4. any weapon of war employing atomic fission or radioactive force whether in time of peace or war; or 5. insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combatting or defending against such an occurrence, seizure or destruction under quarantine or customs regulations, confiscation by order of any government or public authority; or risks of contraband or illegal transportation or trade. Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or resulting from an Extraordinary Event. -18- Fannie Mae: Fannie Mae, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto. FASIT: A "financial asset securitization investment trust" within the meaning of Section 860L of the Code. FDIC: Federal Deposit Insurance Corporation or any successor thereto. FHA: The Federal Housing Administration, or its successor. Final Distribution Date: The Distribution Date on which the final distribution in respect of the Certificates will be made pursuant to Section 9.01, which Final Distribution Date shall in no event be later than the end of the 90-day liquidation period described in Section 9.02. Final Scheduled Distribution Date: Solely for purposes of the face of the Certificates, as follows: with respect to the Class A-IO Certificates, November 25, 2003, and with respect to the Certificates (other than the Class A-IO Certificates, May 25, 2031. No event of default under this Agreement will arise or become applicable solely by reason of the failure to retire the entire Certificate Principal Balance of any Class of Class A, Class M or Class B Certificates on or before its Final Scheduled Distribution Date. Fitch: Fitch, Inc., or its successor in interest. Foreclosure Profits: As to any Distribution Date or related Determination Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for which a Cash Liquidation or REO Disposition occurred in the related Prepayment Period over the sum of the unpaid principal balance of such Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage Rate on such unpaid principal balance from the Due Date to which interest was last paid by the Mortgagor to the first day of the month following the month in which such Cash Liquidation or REO Disposition occurred. Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount equal to (X) prior to the first anniversary of the Cut-off Date an amount equal to 3.00% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on the Mortgage Loans allocated through Subordination, in accordance with Section 4.05 since the Cut-off Date up to such date of determination, (Y) from the first to the second anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 2.00% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the Mortgage Loans allocated -19- through Subordination, in accordance with Section 4.05 since the most recent anniversary of the Cut- off Date up to such date of determination and (Z) from the second to the fifth anniversary of the Cut- off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the Mortgage Loans allocated through Subordination, in accordance with Section 4.05 since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date the Fraud Loss Amount shall be zero. The Fraud Loss Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to the Class A Certificates or Class M Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency; and (ii) provide a copy of such written confirmation to the Trustee. Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the origination of such Mortgage Loan. Freddie Mac: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto. Group I Loan: The Mortgage Loans designated on the Mortgage Loan Schedule Group II Loan: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit F-2. HomeComings: HomeComings Financial Network, Inc., a wholly-owned subsidiary of Residential Funding. Independent: When used with respect to any specified Person, means such a Person who (i) is in fact independent of the Depositor, the Master Servicer and the Trustee, or any Affiliate thereof, (ii) does not have any direct financial interest or any material indirect financial interest in the Depositor, the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected with the Depositor, the Master Servicer or the Trustee as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Initial Certificate Principal Balance: With respect to each Class of Certificates (other than the Class A-IO Certificates and Class R Certificates), the Certificate Principal Balance of such Class of Certificates as of the Cut-off Date as set forth in the Preliminary Statement hereto. -20- Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any Primary Insurance Policy or any other related insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to the mortgagee under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing mortgage loans held for its own account. Interim Certificates: As defined in Section 2.02. Interest Accrual Period: With respect to the Certificates and any Distribution Date, the prior calendar month. Interest Distribution Amount: The sum of the Class A, Class M-1, Class M-2, Class M-3 and Class B Interest Distribution Amounts. Late Collections: With respect to any Mortgage Loan, all amounts received during any Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not previously recovered. Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by the Master Servicer in connection with the taking of an entire Mortgaged Property by exercise of the power of eminent domain or condemnation or in connection with the liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure sale or otherwise, other than REO Proceeds. Loan-to-Value Ratio: As of any date, the fraction, expressed as a percentage, the numerator of which is the current principal balance of the related Mortgage Loan at the date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property. Marker Rate: With respect to the Class SB Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interest LT2, REMIC II Regular Interest LT3, REMIC I Regular Interest LT4, REMIC II Regular Interest LT5, REMIC II Regular Interest LT6, REMIC II Regular Interest LT7, REMIC II Regular Interest LT8, REMIC II Regular Interest LT9, REMIC II Regular Interest LT10, REMIC II Regular Interest LT11 and REMIC II Regular Interest LT12, with the rate on REMIC II Regular Interest LT2 subject to a cap equal to the lesser of (A) 5.16% per annum and (B) from the June 2001 Distribution Date through the November 2003 Distribution Date, the REMIC II Net WAC Rate for the purpose of this calculation, with the rate on REMIC II Regular Interest LT3 subject to a cap equal to the lesser of (A) 5.50% per annum and (B) from the June 2001 Distribution Date through the November 2003 Distribution Date, the REMIC II Net WAC Rate for the purpose of this calculation, with the rate on REMIC II Regular Interest LT4 subject to a cap equal to the lesser of (A) 5.96% per annum and (B) from the June 2001 Distribution Date through the November 2003 Distribution Date, the REMIC II Net WAC Rate for the purpose of this calculation, -21- with the rate on REMIC II Regular Interest LT5 subject to a cap equal to the lesser of (A) 6.64% per annum and (B) from the June 2001 Distribution Date through the November 2003 Distribution Date, the REMIC II Net WAC Rate for the purpose of this calculation, with the rate on REMIC II Regular Interest LT6 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 7.48% per annum, and in the case of any Distribution Date after the Step-Up Date, 7.98% per annum and (B) the REMIC II Net WAC Rate for purposes of this calculation, with the rate on REMIC II Regular Interest LT7 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 6.87% per annum, and in the case of any Distribution Date after the Step-Up Date, 7.37% per annum and (B) the REMIC II Net WAC Rate for purposes of this calculation, with the rate on REMIC II Regular Interest LT8 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 7.47% per annum, and in the case of any Distribution Date after the Step-Up Date, 7.97% per annum and (B) the REMIC II Net WAC Rate for purposes of this calculation, with the rate on REMIC II Regular Interest LT9 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 7.72% per annum, and in the case of any Distribution Date after the Step-Up Date, 8.22% per annum and (B) the REMIC II Net WAC Rate for purposes of this calculation, with the rate on REMIC II Regular Interest LT10 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 8.21% per annum, and in the case of any Distribution Date after the Step-Up Date, 8.71% per annum and (B) the REMIC II Net WAC Rate for purposes of this calculation, with the rate on REMIC II Regular Interest LT11 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 8.50% per annum, and in the case of any Distribution Date after the Step-Up Date, 9.00% per annum and (B) the REMIC II Net WAC Rate for purposes of this calculation, and with the rate on REMIC II Regular Interest LT12 subject to a cap of zero for the purpose of this calculation. Maturity Date: With respect to each Class of Certificates of regular interest or Uncertificated Regular Interest issued by each of REMIC I, REMIC II and REMIC III, the latest possible maturity date, solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the Certificate Principal Balance of each such Class of Certificates representing a regular interest in the Trust Fund would be reduced to zero, which is, for each such regular interest other than the Class A-IO Certificates, May 25, 2031, which is the 360th Distribution Date, and which is for the Class A-IO Certificates, November 25, 2003. MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto. MERS(R) System: The system of recording transfers of Mortgages electronically maintained by MERS. MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS(R)System. -22- Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a Servicing Modification. Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by which the Mortgage Rate on such Mortgage Loan was reduced. MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof. Monthly Payment: With respect to any Mortgage Loan (including any REO Property) and the Due Date in any Due Period, the payment of principal and interest due thereon in accordance with the amortization schedule at the time applicable thereto (after adjustment, if any, for Curtailments and for Deficient Valuations occurring prior to such Due Date but before any adjustment to such amortization schedule by reason of any bankruptcy, other than a Deficient Valuation, or similar proceeding or any moratorium or similar waiver or grace period and before any Servicing Modification that constitutes a reduction of the interest rate on such Mortgage Loan). Moody's: Moody's Investors Service, Inc., or its successor in interest. Mortgage: With respect to each Mortgage Note related to a Mortgage Loan, the mortgage, deed of trust or other comparable instrument creating a first or junior lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note. Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement. Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 as from time to time are held or deemed to be held as a part of the Trust Fund, the Mortgage Loans originally so held being identified in the initial Mortgage Loan Schedule attached hereto as Exhibit F, and Qualified Substitute Mortgage Loans held or deemed held as part of the Trust Fund including, without limitation, each related Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto. Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto as Exhibit F (as amended from time to time to reflect the addition of Qualified Substitute Mortgage Loans), which lists shall set forth at a minimum the following information as to each Mortgage Loan: (ii) the Mortgage Loan identifying number ("RFC LOAN #"); -23- (iv) the street address of the Mortgaged Property including state and zip code ("ADDRESS"); (vi) the maturity of the Mortgage Note ("MATURITY DATE", or "MATURITY DT" for Mortgage Loans and if such Mortgage Loan is a Balloon Loan, the amortization term thereof; (viii) the Mortgage Rate as of the Cut-off Date ("ORIG RATE") (x) the Mortgage Rate as of the Cut-off Date for an adjustable rate Mortgage Loan ("CURR RATE"); (xii) the Net Mortgage Rate as of the Cut-off Date ("CURR NET"); (xiv) the scheduled monthly payment of principal, if any, and interest as of the Cut- off Date ("ORIGINAL P & I" or "CURRENT P & I" for the adjustable rate Mortgage Loans); (xvi) the Cut-off Date Principal Balance ("PRINCIPAL BAL"); (xviii)the Loan-to-Value Ratio at origination ("LTV"); (xx) a code "T", "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is secured by a second or vacation residence (the absence of any such code means the Mortgage Loan is secured by a primary residence); and (xxii) a code "N" under the column "OCCP CODE", indicating that the Mortgage Loan is secured by a non-owner occupied residence (the absence of any such code means the Mortgage Loan is secured by an owner occupied residence). Such schedules may consist of multiple reports that collectively set forth all of the information required. Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with any modification thereto. Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the related Mortgage Note, or any modification thereto other than a Servicing Modification. The Mortgage Rate on the adjustable rate Mortgage Loans will adjust on each Adjustment Date to equal the sum -24- (rounded to the nearest multiple of one-eighth of one percent (0.125%) or up to the nearest one- eighth of one percent, which are indicated by a "U" on Exhibit F hereto, as applicable. Mortgaged Property: The underlying real property securing a Mortgage Loan. Mortgagor: The obligor on a Mortgage Note. Net Mortgage Rate: With respect to any Mortgage Loan as of any date of determination, a per annum rate equal to the Adjusted Mortgage Rate for such Mortgage Loan as of such date minus the Servicing Fee Rate. Non-Primary Residence Loans: The Mortgage Loans designated as secured by second or vacation residences, or by non-owner occupied residences, on the Mortgage Loan Schedule. Non-United States Person: Any Person other than a United States Person. Nonrecoverable Advance: Any Advance previously made or proposed to be made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted Mortgage Loan) which, in the good faith judgment of the Master Servicer, will not, or, in the case of a proposed Advance, would not, be ultimately recoverable by the Master Servicer from related Late Collections, Insurance Proceeds, Liquidation Proceeds or REO Proceeds. Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is not subject to a Subservicing Agreement. Notice: As defined in Section 4.04. Notional Amount: With respect to the Class A-IO Certificates, immediately prior to any Distribution Date, an amount equal to the Uncertificated Notional Amount of REMIC II Regular Interest LTA-IO. With respect to the Class SB Certificates, immediately prior to any Distribution Date, the aggregate of the Uncertificated Principal Balances of the REMIC II Regular Interests. Officers' Certificate: A certificate signed by the Chairman of the Board, the President or a Vice President or Assistant Vice President, or a Director or Managing Director, and by the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master Servicer, as the case may be, and delivered to the Trustee, as required by this Agreement. Opinion of Counsel: A written opinion of counsel acceptable to the Trustee and the Master Servicer, who may be counsel for the Depositor or the Master Servicer, provided that any opinion of counsel (i) referred to in the definition of "Disqualified Organization" or (ii) relating to the qualification of REMIC I, REMIC II or REMIC III as REMICs or compliance with the REMIC Provisions must, unless otherwise specified, be an opinion of Independent counsel. -25- Outstanding Mortgage Loan: As to the Due Date in any Due Period, a Mortgage Loan (including an REO Property) that was not the subject of a Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was not purchased, deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04 or 4.07. Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the Mortgage Loans as of the end of the preceding Due Period, over (b) the aggregate Certificate Principal Balance of the Class A, Class M and Class B Certificates immediately prior to that Distribution Date, less amounts distributable to the Class A, Class M and Class B Certificates from the Principal Remittance Amount for that Distribution Date. Overcollateralization Increase Amount: With respect to (a) the first Distribution Date, $0, and (b) any Distribution Date after the first Distribution Date, an amount equal to the lesser of (i) the Excess Cash Flow for that Distribution Date and (ii) the excess, if any, of (x) the Required Overcollateralization Amount for that Distribution Date over (y) the Overcollateralization Amount for that Distribution Date. Overcollateralization Reduction Amount: With respect to any Distribution Date, the lesser of (a) the Excess Overcollateralization Amount immediately prior to that Distribution Date, and (b) the Principal Remittance Amount for that Distribution Date. Ownership Interest: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee. Pass-Through Rate: With respect to the Class A-I-1 Certificates, the lesser of (A) 5.16% per annum and (B) from the June 2001 Distribution Date through the November 2003 Distribution Date, the REMIC II Net WAC Rate; With respect to the Class A-I-2 Certificates, the lesser of (A) 5.50% per annum and (B) from the June 2001 Distribution Date through the November 2003 Distribution Date, the REMIC II Net WAC Rate; With respect to the Class A-I-3 Certificates, the lesser of (A) 5.96% per annum and (B) from the June 2001 Distribution Date through the November 2003 Distribution Date, the REMIC II Net WAC Rate; With respect to the Class A-I-4 Certificates, the lesser of (A) 6.64% per annum and (B) from the June 2001 Distribution Date through the November 2003 Distribution Date, the REMIC II Net WAC Rate; -26- With respect to the Class A-I-5 Certificates, the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 7.48% per annum, and in the case of any Distribution Date after the Step-Up Date, 7.98% per annum and (B) the REMIC II Net WAC Rate; With respect to the Class A-IO Certificates and each Interest Accrual Period, 100% of the interest on REMIC II Regular Interest LTA-IO. With respect to the Class A-II Certificates, the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 6.87% per annum, and in the case of any Distribution Date after the Step-Up Date, 7.37% per annum and (B) the REMIC II Net WAC Rate; With respect to the Class M-1 Certificates, the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 7.47% per annum, and in the case of any Distribution Date after the Step-Up Date, 7.97% per annum and (B) the REMIC II Net WAC Rate; With respect to the Class M-2 Certificates, the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 7.72% per annum, and in the case of any Distribution Date after the Step-Up Date, 8.22% per annum and (B) the REMIC II Net WAC Rate; With respect to the Class M-3 Certificates, the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 8.21% per annum, and in the case of any Distribution Date after the Step-Up Date, 8.71% per annum and (B) the REMIC II Net WAC Rate; and With respect to the Class B Certificates, the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 8.50% per annum, and in the case of any Distribution Date after the Step-Up Date, 9.00% per annum and (B) the REMIC II Net WAC Rate. With respect to the Class SB Certificates and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (i) through (xii) below, and the denominator of which is the aggregate principal balance of the REMIC II Regular Interests relating to the Mortgage Loans. For purposes of calculating the Pass-Through Rate for the Class SB Certificates, the numerator is equal to the sum of the following components: (i) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT1 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT1; (ii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT2 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT2; -27- (iii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT3 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT3; (iv) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT4 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT4; (v) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT5 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT5; (vi) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT6 minus the Marker Rate applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT6; (vii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT7 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT7; (viii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT8 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT8; (ix) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT9 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT9; (x) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT10 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT10; (xi) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT11 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT11; and (xii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT12 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT12. Paying Agent: The Chase Manhattan Bank or any successor Paying Agent appointed by the Trustee. -28- Percentage Interest: With respect to any Class A Certificate or Class M Certificate, the undivided percentage ownership interest in the related Class evidenced by such Certificate, which percentage ownership interest shall be equal to the Initial Certificate Principal Balance thereof divided by the aggregate Initial Certificate Principal Balance of all of the Certificates of the same Class. The Percentage Interest with respect to a Class SB or Class R Certificate shall be stated on the face thereof. Permanent Regulation S Global Class B Certificate: Any one of the Class B Certificates substantially in the form of Exhibit B-2-D hereto, and more fully described in Section 5.02(e) hereof. Permitted Investments: One or more of the following: (i) obligations of or guaranteed as to principal and interest by the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States; (ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof, provided that the unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in its highest short-term rating available; (iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers' acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers' acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign depository institution or trust company; provided that the debt obligations of such depository institution or trust company (or, if the only Rating Agency is Standard & Poor's, in the case of the principal depository institution in a depository institution holding company, debt obligations of the depository institution holding company) at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term rating available; and provided further that, if the only Rating Agency is Standard & Poor's and if the depository or trust company is a principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of the bank holding company; and, provided further that, if the original maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of Standard & Poor's if Standard & Poor's is a Rating Agency; (iv) commercial paper and demand notes (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each Rating Agency in its -29- highest short-term rating available; provided that such commercial paper and demand notes shall have a remaining maturity of not more than 30 days; (v) a money market fund or a qualified investment fund rated by each Rating Agency in its highest long-term rating available; and (vi) other obligations or securities that are acceptable to each Rating Agency as a Permitted Investment hereunder and will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency, as evidenced in writing; provided, however, that no instrument shall be a Permitted Investment if it represents, either (1) the right to receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations. References herein to the highest rating available on unsecured long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa in the case of Moody's, and references herein to the highest rating available on unsecured commercial paper and short-term debt obligations shall mean the following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch in the case of Fitch. Permitted Transferee: Any Transferee of a Class R Certificate, other than a Disqualified Organization or Non-United States Person. Person: Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. Placement Agent: Bear, Stearns & Co. Inc. or Residential Funding Securities Corporation. Pool Stated Principal Balance: As to any date of determination, the aggregate of the Stated Principal Balances of each Mortgage Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period preceding such date of determination. Prepayment Assumption: With respect to the Class A, Class M and Class B Certificates, the prepayment assumption to be used for determining the accrual of original issue discount and premium and market discount on such Certificates for federal income tax purposes, which assumes a constant prepayment rate of 4% per annum of the then outstanding principal balance of the Mortgage Loans in the first month of the life of the Mortgage Loans, and an additional approximate 1.2727% per annum in each month thereafter until the twelfth month, and then -30- beginning in the twelfth month and in each month thereafter during the life of the Mortgage Loans, a constant prepayment rate of 18.0% per annum each month. Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during the related Prepayment Period, an amount equal to the excess of one month's interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of interest (adjusted to the related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment Period to the date of such Principal Prepayment in Full or (b) a Curtailment during the prior calendar month, an amount equal to one month's interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the amount of such Curtailment. Prepayment Period: As to any Distribution Date, the calendar month preceding the month of distribution. Primary Insurance Policy: Each primary policy of mortgage guaranty insurance as indicated on Exhibit F with the exception of either code "23" or "96" under the column "MI CO CODE." Principal Distribution Amount: With respect to any Distribution Date, the lesser of (a) the excess of (i) the Available Distribution Amount over (ii) the sum of the Class A, Class M-1, Class M-2, Class M-3 and Class B Interest Distribution Amount and (b) the sum of: (i) the principal portion of each Monthly Payment received or Advanced with respect to the related Due Period on each Outstanding Mortgage Loan; (ii) the Stated Principal Balance of any Mortgage Loan repurchased during the related Prepayment Period (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections on the Mortgage Loans (including, without limitation, Principal Prepayments in Full, Curtailments, Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the related Prepayment Period (or deemed to have been so received) to the extent applied by the Master Servicer as recoveries of principal of the Mortgage Loans pursuant to Section 3.14; -31- (iv) the lesser of (a) the Excess Cash Flow for such Distribution Date and (b) the principal portion of any Realized Losses (other than Excess Losses) incurred (or deemed to have been incurred) on any Mortgage Loans in the calendar month preceding such Distribution Date; and (v) the lesser of (a) the Excess Cash Flow for such Distribution Date (to the extent not used to cover Realized Losses pursuant to clause (iv) of this definition) and (b) the amount of any Overcollateralization Increase Amount for such Distribution Date; minus (vi) the amount of any Overcollateralization Reduction Amount for such Distribution Date. Principal Prepayment: Any payment of principal or other recovery on a Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds or Insurance Proceeds, which is received in advance of its scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest on such payment due on any date or dates in any month or months subsequent to the month of prepayment. Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan. Principal Remittance Amount: With respect to any Distribution Date, the sum of the amounts described in clauses (i), (ii) and (iii) of the definition of Principal Distribution Amount for that Distribution Date. Program Guide: The Residential Funding Seller Guide for mortgage collateral sellers that participate in Residential Funding's standard mortgage programs, and Residential Funding's Servicing Guide and any other subservicing arrangements which Residential Funding has arranged to accommodate the servicing of the Mortgage Loans. Purchase Price: With respect to any Mortgage Loan (or REO Property) required to be or otherwise purchased on any date pursuant to Section 2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof plus the principal portion of any related unreimbursed Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the case of a purchase made by the Master Servicer) on the Stated Principal Balance thereof to the first day of the month following the month of purchase from the Due Date to which interest was last paid by the Mortgagor. -32- Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers' Certificate delivered to the Trustee, (i) have an outstanding principal balance, after deduction of the principal portion of the monthly payment due in the month of substitution (or in the case of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after such deduction), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall to be deposited by Residential Funding, in the Custodial Account in the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value Ratio at the time of substitution no higher than that of the Deleted Mortgage Loan at the time of substitution; (iv) have a remaining term to stated maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan; and (v) comply with each representation and warranty set forth in Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement. Rating Agency: Standard & Poor's, Fitch and Moody's. If any agency or a successor is no longer in existence, "Rating Agency" shall be such statistical credit rating agency, or other comparable Person, designated by the Depositor, notice of which designation shall be given to the Trustee and the Master Servicer. Realized Loss: With respect to each Mortgage Loan (or REO Property) as to which a Cash Liquidation or REO Disposition has occurred, an amount (not less than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii) interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the Due Date as to which interest was last paid or advanced to Certificateholders up to the last day of the month in which the Cash Liquidation (or REO Disposition) occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property) outstanding during each Due Period that such interest was not paid or advanced, minus (iii) the proceeds, if any, received during the month in which such Cash Liquidation (or REO Disposition) occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer or any Subservicer with respect to related Advances or expenses as to which the Master Servicer or Subservicer is entitled to reimbursement thereunder but which have not been previously reimbursed. With respect to each Mortgage Loan which is the subject of a Servicing Modification, (a) the amount by which the interest portion of a Monthly Payment or the principal balance of such Mortgage Loan was reduced, and (b) any such amount with respect to a Monthly Payment that was or would have been due in the month immediately following the month in which a Principal Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed to have been received. With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect to each Mortgage Loan which has become the object of a Debt Service Reduction, the amount of such Debt Service Reduction. Notwithstanding the above, neither a Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized Loss hereunder so long as the Master Servicer has notified the Trustee -33- in writing that the Master Servicer is diligently pursuing any remedies that may exist in connection with the representations and warranties made regarding the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard to payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan and any premiums on any applicable primary hazard insurance policy and any related escrow payments in respect of such Mortgage Loan are being advanced on a current basis by the Master Servicer or a Subservicer, in either case without giving effect to any Debt Service Reduction. Record Date: With respect to each Distribution Date, the close of business on the last Business Day of the month next preceding the month in which the related Distribution Date occurs. Regular Certificates: The Certificates other than the Class R Certificates. Regular Interest: Any one of the REMIC regular interests in the Trust Fund. Regulation S Global Class B Certificate: Any Temporary Regulation S Global Class B Certificate or Permanent Regulation S Global Class B Certificate. Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as amended. REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code. REMIC Administrator: Residential Funding Corporation. If Residential Funding Corporation is found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement. REMIC I: The segregated pool of assets subject hereto (exclusive of the Reserve Fund, which is not an asset of any REMIC), constituting a portion of the primary trust created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made (other than with respect to the items in clause (v) and the proceeds thereof), consisting of: (ii) the Mortgage Loans and the related Mortgage Files; (iv) all payments on and collections in respect of the Mortgage Loans due after the Cut-off Date (other than Monthly Payments due in May 2001) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund; (vi) property which secured a Mortgage Loan and which has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure; -34- (viii) the hazard insurance policies and Primary Insurance Policy pertaining to the Mortgage Loans, if any; and (x) all proceeds of clauses (i) through (iv) above. REMIC I Net WAC Rate: With respect to any Distribution Date, a per annum rate equal to the weighted average of the related Pass-Through Rates on the REMIC I Regular Interests, weighted on the basis of the respective Uncertificated Principal Balances thereof immediately preceding such Distribution Date. REMIC I Regular Interests: REMIC I Regular Interest LTA and REMIC I Regular Interest LTB. REMIC I Regular Interest LTA: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest LTB: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC II: The segregated pool of assets subject hereto (exclusive of the Reserve Fund, which is not an asset of any REMIC), constituting a portion of the primary trust created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made, consisting of the REMIC I Regular Interests. REMIC II Interest Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and (ii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT1 minus the Marker Rate, divided by (b) 12. REMIC II Net WAC Rate: With respect to any Distribution Date, a per annum rate equal to the weighted average of the related Uncertificated REMIC II Pass-Through Rates on the REMIC II Regular Interests (other than REMIC II Regular Interest LTA-IO), weighted on the basis of the respective Uncertificated Principal Balances thereof immediately preceding such Distribution Date. REMIC II Overcollateralization Amount: With respect to any date of determination, the excess, if any, of (i) 1% of the aggregate Uncertificated Principal Balances of the REMIC II Regular Interests over (ii) the Uncertificated Principal Balances of REMIC II Regular Interests LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT9, LT10 and LT11, in each case as of such date of determination. -35- REMIC II Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the Uncertificated Principal Balances of REMIC II Regular Interests LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT9, LT10 and LT11, and the denominator of which is the sum of the Uncertificated Principal Balances of REMIC II Regular Interests LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT9, LT10, LT11 and LT12. REMIC II Regular Interest LTA-IO: A regular interest that is held as an asset of REMIC II that has an initial notional amount equal to the related Uncertificated Notional Amount, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT1: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT2: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT3: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT4: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT5: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT6: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. -36- REMIC II Regular Interest LT7: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT8: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT9: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT10: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT11: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT12: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interests: REMIC II Regular Interests LTA-IO, LT1, LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT9, LT10, LT11 and LT12. REMIC II Regular Interest LT12 Maximum Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) Uncertificated Accrued Interest at the Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular Interest LT12 for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT12 minus the REMIC II Overcollateralization Amount, in each case for such Distribution Date, over (ii) Uncertificated Accrued Interest on REMIC II Regular Interest LT2 with the rate on REMIC II Regular Interest LT2 subject to a cap equal to the lesser of (A) 5.16% per annum and (B) from the June 2001 Distribution Date through the November 2003 Distribution Date, the REMIC II Net WAC Rate for the purpose of this calculation, Uncertificated Accrued Interest on REMIC II Regular Interest LT3 with the rate on REMIC II Regular Interest LT3 subject to a cap equal to the lesser of (A) 5.50% per annum and (B) from the June 2001 Distribution Date through the November 2003 -37- Distribution Date, the REMIC II Net WAC Rate for the purpose of this calculation, Uncertificated Accrued Interest on REMIC II Regular Interest LT4 with the rate on REMIC II Regular Interest LT4 subject to a cap equal to the lesser of (A) 5.96% per annum and (B) from the June 2001 Distribution Date through the November 2003 Distribution Date, the REMIC II Net WAC Rate for the purpose of this calculation, Uncertificated Accrued Interest on REMIC II Regular Interest LT5 with the rate on REMIC II Regular Interest LT5 subject to a cap equal to the lesser of (A) 6.64% per annum and (B) from the June 2001 Distribution Date through the November 2003 Distribution Date, the REMIC II Net WAC Rate for the purpose of this calculation, Uncertificated Accrued Interest on REMIC II Regular Interest LT6 with the rate on REMIC II Regular Interest LT6 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 7.48% per annum, and in the case of any Distribution Date after the Step-Up Date, 7.98% per annum and (B) the REMIC II Net WAC Rate for purposes of this calculation, Uncertificated Accrued Interest on REMIC II Regular Interest LT7 with the rate on REMIC II Regular Interest LT7 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 6.87% per annum, and in the case of any Distribution Date after the Step-Up Date, 7.37% per annum and (B) the REMIC II Net WAC Rate for purposes of this calculation, Uncertificated Accrued Interest on REMIC II Regular Interest LT8 with the rate on REMIC II Regular Interest LT8 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Step- Up Date, 7.47% per annum, and in the case of any Distribution Date after the Step-Up Date, 7.97% per annum and (B) the REMIC II Net WAC Rate for purposes of this calculation, Uncertificated Accrued Interest on REMIC II Regular Interest LT9 with the rate on REMIC II Regular Interest LT9 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 7.72% per annum, and in the case of any Distribution Date after the Step-Up Date, 8.22% per annum and (B) the REMIC II Net WAC Rate for purposes of this calculation, Uncertificated Accrued Interest on REMIC II Regular Interest LT10 with the rate on REMIC II Regular Interest LT10 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 8.21% per annum, and in the case of any Distribution Date after the Step-Up Date, 8.71% per annum and (B) the REMIC II Net WAC Rate for purposes of this calculation, and Uncertificated Accrued Interest on REMIC II Regular Interest LT11 with the rate on REMIC II Regular Interest LT11 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Step-Up Date, 8.50% per annum, and in the case of any Distribution Date after the Step-Up Date, 9.00% per annum and (B) the REMIC II Net WAC Rate for purposes of this calculation. REMIC II Required Overcollateralization Amount: 1% of the Required Overcollateralization Amount. REMIC III: The segregated pool of assets subject hereto (exclusive of the Reserve Fund, which is not an asset of any REMIC), constituting a portion of the primary trust created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made, consisting of the REMIC II Regular Interests. REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary and final regulations (or, to the extent -38- not inconsistent with such temporary or final regulations, proposed regulations) and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time. REO Acquisition: The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders of any REO Property pursuant to Section 3.14. REO Disposition: As to any REO Property, a determination by the Master Servicer that it has received substantially all Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other payments and recoveries (including proceeds of a final sale) which the Master Servicer expects to be finally recoverable from the sale or other disposition of the REO Property. REO Imputed Interest: As to any REO Property, for any period, an amount equivalent to interest (at a rate equal to the sum of the Net Mortgage Rate that would have been applicable to the related Mortgage Loan had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition thereof for such period. REO Proceeds: Proceeds, net of expenses, received in respect of any REO Property (including, without limitation, proceeds from the rental of the related Mortgaged Property) which proceeds are required to be deposited into the Custodial Account only upon the related REO Disposition. REO Property: A Mortgaged Property acquired by the Master Servicer through foreclosure or deed in lieu of foreclosure in connection with a defaulted Mortgage Loan. Repurchase Event: As defined in the Assignment Agreement. Request for Release: A request for release, the forms of which are attached as Exhibit G hereto, or an electronic request in a form acceptable to the Custodian. Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is required to be maintained from time to time under this Agreement, the Program Guide or the related Subservicing Agreement in respect of such Mortgage Loan. Required Overcollateralization Amount: $1,000,000.00. Reserve Fund: An "outside reserve fund" within the meaning of Treasury regulation Section 1.860G-2(h), which is not an asset of any REMIC, ownership of which is evidenced by the Class B Certificates, and which is established and maintained pursuant to Section 4.08. Reserve Fund Deposit: With respect to the Reserve Fund, an amount equal to $17,846, which the Trustee shall deposit into the Trust Fund pursuant to Section 4.08 hereof. -39- Reserve Fund Residual Right: The right to distributions from the Reserve Fund as described in Section 4.08 hereof. Residential Funding: Residential Funding Corporation, a Delaware corporation, in its capacity as seller of the Mortgage Loans to the Depositor and any successor thereto. Responsible Officer: When used with respect to the Trustee, any officer of the Corporate Trust Department of the Trustee, including any Senior Vice President, any Vice President, any Assistant Vice President, any Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers to whom, with respect to a particular matter, such matter is referred. Rule 144A Global Class B Certificate: Any one of the Class B Certificates substantially in the form of Exhibit B-2-B hereto, and more fully described in Section 5.02(e) hereof. Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08. Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses incurred in connection with a default, delinquency or other unanticipated event by the Master Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS System, (iii) the management and liquidation of any REO Property and (iv) compliance with the obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any Affiliate of the Master Servicer provides services such as appraisals and brokerage services that are customarily provided by Persons other than servicers of mortgage loans, reasonable compensation for such services. Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the fee payable monthly to the Master Servicer in respect of master servicing compensation that accrues at an annual rate equal to the Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the related Due Date in the related Due Period, as may be adjusted pursuant to Section 3.16(e). Servicing Fee Rate: The per annum rate designated on the Mortgage Loan Schedule as the "MSTR SERV FEE," as may be adjusted with respect to successor Master Servicers as provided in Section 7.02. Servicing Modification: Any reduction of the interest rate on or the outstanding principal balance of a Mortgage Loan that is in default or, in the judgment of the Master Servicer, -40- default is reasonably foreseeable pursuant to a modification of such Mortgage Loan in accordance with Section 3.07(a). Servicing Officer: Any officer of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and specimen signature appear on a list of servicing officers furnished to the Trustee by the Master Servicer, as such list may from time to time be amended. Sixty-Plus Delinquency Percentage: With respect to any Distribution Date, the fraction, expressed as a percentage, equal to (x) the aggregate Stated Principal Balance of the Mortgage Loans that are 60 or more days delinquent in payment of principal and interest for that Distribution Date, including Mortgage Loans in foreclosure and REO Properties, over (y) the aggregate Stated Principal Balance of all of the Mortgage Loans immediately preceding that Distribution Date. Special Hazard Amount: As of any Distribution Date, an amount equal to $2,000,019 minus the sum of (i) the aggregate amount of Special Hazard Losses allocated to the Mortgage Loans through Subordination in accordance with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most recently calculated. For each anniversary of the Cut-off Date, the "Adjustment Amount" shall be equal to the amount, if any, by which the amount calculated in accordance with the preceding sentence (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greater of (A) the greatest of (i) twice the outstanding principal balance of the Mortgage Loan that has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary, (ii) the product of 1.00% multiplied by the outstanding principal balance of all Mortgage Loans on the Distribution Date immediately preceding such anniversary and (iii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the Mortgage Loans in any single five-digit California zip code area with the largest amount of Mortgage Loans by aggregate principal balance as of such anniversary and (B) the greater of (i) the product of 0.50% multiplied by the outstanding principal balance of all Mortgage Loans on the Distribution Date immediately preceding such anniversary multiplied by a fraction, the numerator of which is equal to the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans secured by Mortgaged Properties located in the State of California divided by the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans, expressed as a percentage, and the denominator of which is equal to 29.99% (which percentage is equal to the percentage of Mortgage Loans initially secured by Mortgaged Properties located in the State of California) and (ii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property located in the State of California. The Special Hazard Amount may be further reduced by the Master Servicer (including accelerating the manner in which coverage is reduced) provided that prior to any such reduction, the Master Servicer shall obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to the Class A, Class M and Class B Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency. -41- Special Hazard Loss: Any Realized Loss not in excess of the lesser of the cost of repair or the cost of replacement of a Mortgaged Property suffered by such Mortgaged Property on account of direct physical loss, exclusive of (i) any loss of a type covered by a hazard policy or a flood insurance policy required to be maintained in respect of such Mortgaged Property pursuant to Section 3.12(a), except to the extent of the portion of such loss not covered as a result of any coinsurance provision and (ii) any Extraordinary Loss. Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill Companies, or its successor in interest. Startup Date: The day designated as such pursuant to Article X hereof. Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, at any given time, (i) the Cut-off Date Principal Balance of the Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or REO Property during each Due Period ending prior to the most recent Distribution Date which were received or with respect to which an Advance was made, and (b) all Principal Prepayments with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the extent applied by the Master Servicer as recoveries of principal in accordance with Section 3.14 with respect to such Mortgage Loan or REO Property, in each case which were distributed pursuant to Section 4.02 or 4.03 on any previous Distribution Date, and (c) any Realized Loss allocated to Certificateholders with respect thereto for any previous Distribution Date. Stepdown Date: The later to occur of (x) the Distribution Date in June 2004 and (y) the first Distribution Date on which the aggregate Certificate Principal Balance of the Class M and Class B Certificates immediately prior to that Distribution Date is equal to or greater than 30.00% of the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the preceding Due Period and the Overcollateralization Amount is equal to the Required Overcollateralization Amount. Step-Up Date: Any Distribution Date on or after which the Stated Principal Balance (before giving effect to distributions to be made on such Distribution Date) of the Mortgage Loans is less than 10.00% of the Cut-off Date Balance. Subordination: The provisions described in Section 4.05 relating to the allocation of Realized Losses. Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is subject to a Subservicing Agreement. Subservicer: Any Person with whom the Master Servicer has entered into a Subservicing Agreement and who generally satisfied the requirements set forth in the Program Guide -42- in respect of the qualification of a Subservicer as of the date of its approval as a Subservicer by the Master Servicer. Subservicer Advance: Any delinquent installment of principal and interest on a Mortgage Loan which is advanced by the related Subservicer (net of its Subservicing Fee) pursuant to the Subservicing Agreement. Subservicing Account: An account established by a Subservicer in accordance with Section 3.08. Subservicing Agreement: The written contract between the Master Servicer and any Subservicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02, generally in the form of the servicer contract referred to or contained in the Program Guide or in such other form as has been approved by the Master Servicer and the Depositor. Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the Master Servicer) in respect of subservicing and other compensation that accrues with respect to each Distribution Date at an annual rate designated as "SUBSERV FEE" in Exhibit F. Tax Returns: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of REMIC I, REMIC II and REMIC III due to their classification as REMICs under the REMIC Provisions, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws. Temporary Regulation S Global Class B Certificate: Any one of the Class B Certificates substantially in the form of Exhibit B-2-C hereto, and more fully described in Section 5.02(e) hereof. Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any Ownership Interest in a Certificate. Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate. Transferor: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate. -43- Trigger Event: A Trigger Event is in effect with respect to any Distribution Date on or after the Stepdown Date if any of the following conditions are met: (i) the three-month average of the Sixty-Plus Delinquency Percentage, as determined on that Distribution Date and the immediately preceding two Distribution Dates, exceeds 8.00%; (ii) if the Distribution Date is occurring before the Distribution Date in June 2005, the aggregate amount of Realized Losses, other than Excess Losses, on the Mortgage Loans since the Cut-off Date exceeds 2.80% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; (iii) if the Distribution Date is occurring before the Distribution Date in June 2006, the aggregate amount of Realized Losses, other than Excess Losses, on the Mortgage Loans since the Cut-off Date exceeds 3.00% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; or (iv) if the Distribution Date is occurring on or after the Distribution Date in June 2007, the aggregate amount of Realized Losses, other than Excess Losses, on the Mortgage Loans since the Cut-off Date exceeds 3.25% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. Trust Fund: Collectively, the assets of REMIC I, REMIC II and REMIC III, the Reserve Fund and the Reserve Fund Deposit. Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation Program for Mortgage Bankers, as published by the Mortgage Bankers Association of America and effective with respect to fiscal periods ending on or after December 15, 1995. Uncertificated Accrued Interest: With respect to any Uncertificated Regular Interest for any Distribution Date, one month's interest at the related Uncertificated Pass-Through Rate for such Distribution Date, accrued on the Uncertificated Principal Balance or Uncertificated Notional Amount, as applicable, immediately prior to such Distribution Date. Uncertificated Accrued Interest for the Uncertificated Regular Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day months. For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interests for any Distribution Date, any Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest) relating to the Mortgage Loans for any Distribution Date shall be allocated first to REMIC I Regular Interest LTA and then to REMIC I Regular Interest LTB, in each case to the extent of one month's interest at the then applicable respective Uncertificated REMIC I Pass-Through Rate on the respective Uncertificated Principal Balance of each such Uncertificated REMIC I Regular Interest. For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC II Regular Interests for any Distribution Date, any Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest) relating to the Mortgage Loans for any Distribution Date shall be allocated first, to Uncertificated Accrued Interest -44- payable to REMIC II Regular Interest LT1 and REMIC II Regular Interest LT12 up to an aggregate amount equal to the REMIC II Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter any remaining Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest) relating to the Mortgage Loans for any Distribution Date shall be allocated among REMIC I Regular Interests LT1, LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT9, LT10, LT11 and LT12, pro rata based on, and to the extent of, Uncertificated Accrued Interest, as calculated without application of this sentence. Uncertificated Notional Amount: With respect to REMIC II Regular Interest LTA- IO and any date of determination, the Uncertificated Principal Balance of REMIC I Regular Interest LTB for such Distribution Date. Uncertificated Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through Rate. Uncertificated Principal Balance: The principal amount of any Uncertificated Regular Interest (other than REMIC II Regular Interest LTA-IO) outstanding as of any date of determination. The Uncertificated Principal Balance of REMIC II Regular Interest LT12 shall be increased by interest deferrals as provided in Section 4.04(b)(2)(i). The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero. REMIC II Regular Interest LTA-IO will not have an Uncertificated Principal Balance. Uncertificated REMIC I Pass-Through Rate: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate. Uncertificated REMIC II Pass-Through Rate: (a) With respect to REMIC II Regular Interest LT1, REMIC II Regular Interest LT2, REMIC II Regular Interest LT3, REMIC II Regular Interest LT4, REMIC II Regular Interest LT5, REMIC II Regular Interest LT6, REMIC II Regular Interest LT7, REMIC II Regular Interest LT8, REMIC II Regular Interest LT9, REMIC II Regular Interest LT10, REMIC II Regular Interest LT11 and REMIC II Regular Interest LT12, and any Distribution Date, a per annum rate equal to the Adjusted Net WAC Rate. (b) With respect to REMIC II Regular Interest LTA-IO and the first 30 Distribution Dates, the lesser of 8.00% per annum and the REMIC I Net WAC Rate, and with respect to REMIC II Regular Interest LTA-IO and any Distribution Date thereafter, 0.00% per annum. For federal income tax purposes, with respect to REMIC II Regular Interest LTA-IO and the first 30 Distribution Dates, the excess, if any, of (x) the REMIC I Net WAC Rate over (y) the excess, if any, of (i) the REMIC I Net WAC Rate over (ii) 8.00% per annum, and with respect to REMIC II Regular Interest LTA-IO and any Distribution Date thereafter, 0.00% per annum. -45- Uncertificated Regular Interests: The REMIC I Regular Interests and the REMIC II Regular Interests. Uninsured Cause: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies. United States Person: A citizen or resident of the United States, a corporation, partnership or other entity (treated as a corporation or partnership for United States federal income tax purposes) created or organized in, or under the laws of, the United States, any state thereof, or the District of Columbia (except in the case of a partnership, to the extent provided in Treasury regulations) provided that, for purposes solely of the restrictions on the transfer of Class R Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that is described in Section 7701(a)(30)(E) of the Code. VA: The Veterans Administration, or its successor. Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. 96.50% of all of the Voting Rights shall be allocated among Holders of the Class A Certificates (other than the Class A-IO Certificates), Class M Certificates and Class B Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates; 1% of all of the Voting Rights shall be allocated among the Holders of the Class A-IO Certificates; 1% of all of the Voting Rights shall be allocated among the Holders of the Class SB Certificates; 0.50%, 0.50% and 0.50% of all of the Voting Rights shall be allocated among the Holders of the Class R-I, Class R-II and Class R-III Certificates, respectively; in each case to be allocated among the Certificates of such Class in accordance with their respective Percentage Interest. Weighted Average Net Mortgage Rate: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the Mortgage Loans, weighted on the basis of the respective Stated Principal Balances thereof immediately preceding such Distribution Date. -46- ARTICLE III CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 4.02. Conveyance of Mortgage Loans. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby assign to the Trustee without recourse all the right, title and interest of the Depositor in and to (i) the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans in the month of May 2001); (ii) the Reserve Fund Deposit and (iii) all proceeds of the foregoing. (d) In connection with such assignment, and contemporaneously with the delivery of this Agreement, except as set forth in Section 2.01(c) below, the Depositor does hereby deliver to, and deposit with, the Trustee, or to and with one or more Custodians, as the duly appointed agent or agents of the Trustee for such purpose, the following documents or instruments (or copies thereof as permitted by this Section) with respect to each Mortgage Loan so assigned: (ii) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Person stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (iv) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording thereon or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage with evidence of recording indicated thereon; (vi) Unless the Mortgage Loan is registered on the MERS(R) System, the assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage to the Trustee with evidence of recording indicated thereon or a copy of such assignment with evidence of recording indicated thereon; (viii) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator to the Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; and -47- (x) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan, or a copy of each modification, assumption agreement or preferred loan agreement; (f) The Depositor may, in lieu of delivering the documents set forth in Section 2.01(b)(iv) and (v) to the Trustee or the Custodian or Custodians, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth below. Within thirty Business Days following the earlier of (i) the receipt of the original of all of the documents or instruments set forth in Section 2.01(b)(iv) and (v) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of such documents to the Trustee or the Custodian or Custodians that are the duly appointed agent or agents of the Trustee. On the Closing Date, the Master Servicer shall certify that it has in its possession an original or copy of each of the documents referred to in Section 2.01(b)(iv) and (v) which has been delivered to it by the Depositor. (h) In connection with any Mortgage Loan, if the Depositor cannot deliver the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by the public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the Depositor shall deliver or cause to be delivered to the Trustee or the respective Custodian a copy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement. The Depositor shall promptly cause to be recorded in the appropriate public office for real property records the Assignment referred to in clause(iii) of Section 2.01(b), except (a) in states where, in the opinion of counsel acceptable to the Trustee and the Master Servicer, such recording is not required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for Residential Funding and its successors and assigns. If any Assignment, Form UCC-3 or Form UCC-1, as applicable, is lost or returned unrecorded to the Depositor because of any defect therein, the Depositor shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and cause such Assignment to be recorded in accordance with this paragraph. The Depositor shall promptly deliver or cause to be delivered to the Trustee or the respective Custodian such Mortgage or assignment, Form UCC-3 or Form UCC-1, as applicable, (or copy thereof as permitted by Section 2.01(b)) with evidence of recording indicated thereon upon receipt thereof from the public recording office or from the related Subservicer. -48- If the Depositor delivers to the Trustee or Custodian any Mortgage Note or Assignment of Mortgage in blank, the Depositor shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage in the name of the Trustee in conjunction with the Interim Certification issued by the Custodian, as contemplated by Section 2.02. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, at the Depositor's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field "Pool Field" which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. (j) It is intended that the conveyances by the Depositor to the Trustee of the Mortgage Loans as provided for in this Section 2.01 be construed as a sale by the Depositor to the Trustee of the Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans are held to be property of the Depositor or of Residential Funding, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then it is intended that (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyances provided for in this Section 2.01 shall be deemed to be (1) a grant by the Depositor to the Trustee of a security interest in all of the Depositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the related Mortgage Note, the Mortgage, any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof and (C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Depositor to the Trustee of any security interest in any and all of Residential Funding's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A), (B) and (C) granted by Residential Funding to the Depositor pursuant to the Assignment Agreement; (c) the possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting -49- the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction (including, without limitation, Section 9-115, 9-305, 8-102, 8-301, 8-501 and 8-503 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor and, at the Depositor's direction, Residential Funding and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other property described above, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Depositor shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Mortgage Loans as evidenced by an Officers' Certificate of the Depositor, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of Residential Funding, the Depositor or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name), (2) any change of location of the place of business or the chief executive office of Residential Funding or the Depositor or (3) any transfer of any interest of Residential Funding or the Depositor in any Mortgage Loan. Section 4.04. Acceptance by Trustee. The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b)(i) through (iii) above (except that for purposes of such acknowledgment only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may be in blank) and declares that it, or a Custodian as its agent, holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it, or a Custodian as its agent, in trust for the use and benefit of all present and future Certificateholders. The Trustee or Custodian (such Custodian being so obligated under a Custodial Agreement) agrees, for the benefit of Certificateholders, to review each Mortgage File delivered to it pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain that all required documents (specifically as set forth in Section 2.01(b)), have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented, that have been conveyed to it, and to deliver to the Trustee a certificate (the "Interim Certificate") to the effect that all documents required to be delivered pursuant to Section 2.01(b) above have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. Upon delivery of the Mortgage Files by the Depositor or the Master Servicer, the Trustee shall acknowledge receipt (or, -50- with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under a Custodial Agreement) agrees to review each Mortgage File delivered to it pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain that all documents required to be delivered pursuant to such Section have been received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented, that have been conveyed to it. If the Custodian, as the Trustee's agent, finds any document or documents constituting a part of a Mortgage File to be missing or defective, the Trustee shall promptly so notify the Master Servicer and the Depositor; provided, that if the Mortgage Loan related to such Mortgage File is listed on Schedule A of the Assignment Agreement, no notification shall be necessary. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master Servicer, the Depositor and the Trustee of any such omission or defect found by it in respect of any Mortgage File held by it. If such omission or defect materially and adversely affects the interests in the related Mortgage Loan of the Certificateholders, the Master Servicer shall promptly notify the related Subservicer of such omission or defect and request that such Subservicer correct or cure such omission or defect within 60 days from the date the Master Servicer was notified of such omission or defect and, if such Subservicer does not correct or cure such omission or defect within such period, that such Subservicer purchase such Mortgage Loan from the Trust Fund at its Purchase Price, in either case within 90 days from the date the Master Servicer was notified of such omission or defect; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; and provided further, that no cure, substitution or repurchase shall be required if such omission or defect is in respect of a Mortgage Loan listed on Schedule A of the Assignment Agreement. The Purchase Price for any such Mortgage Loan shall be deposited or caused to be deposited by the Master Servicer in the Custodial Account maintained by it pursuant to Section 3.07 and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as the case may be, shall release to the Master Servicer the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the Subservicer or its designee, as the case may be, any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan shall not be part of the Trust Fund. In furtherance of the foregoing, if the Subservicer or Residential Funding that repurchases the Mortgage Loan is not a member of MERS and the Mortgage is registered on the MERS(R) System, the Master Servicer, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to such Subservicer or Residential Funding and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. It is understood and agreed that the obligation of the Subservicer, to so cure or purchase any Mortgage Loan as to which a material and adverse defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to Certificateholders or the Trustee on behalf of Certificateholders. -51- Section 4.06. Representations, Warranties and Covenants of the Master Servicer and the Depositor. (b) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the Certificateholders that: (ii) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and is or will be in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan in accordance with the terms of this Agreement; (iv) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not violate the Master Servicer's Certificate of Incorporation or Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets; (vi) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (viii) The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; (x) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement; (xii) The Master Servicer will comply in all material respects in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Required Insurance Policy; -52- (xiv) No information, certificate of an officer, statement furnished in writing or report delivered to the Depositor, any Affiliate of the Depositor or the Trustee by the Master Servicer will, to the knowledge of the Master Servicer, contain any untrue statement of a material fact or omit a material fact necessary to make the information, certificate, statement or report not misleading; (xvi) The Master Servicer has examined each existing, and will examine each new, Subservicing Agreement and is or will be familiar with the terms thereof. The terms of each existing Subservicing Agreement and each designated Subservicer are acceptable to the Master Servicer and any new Subservicing Agreements will comply with the provisions of Section 3.02; and (xviii)The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by either the Depositor, the Master Servicer, the Trustee or any Custodian of a breach of any representation or warranty set forth in this Section 2.03(a) which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). Within 90 days of its discovery or its receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in all material respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The obligation of the Master Servicer to cure such breach or to so purchase such Mortgage Loan shall constitute the sole remedy in respect of a breach of a representation and warranty set forth in this Section 2.03(a) available to the Certificateholders or the Trustee on behalf of the Certificateholders. (d) The Depositor hereby represents and warrants to the Trustee for the benefit of the Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the date so specified): (ii) The information set forth in Exhibit F hereto with respect to each Mortgage Loan or the Mortgage Loans, as the case may be, is true and correct in all material respects at the respective date or dates which such information is furnished; (iv) Immediately prior to the conveyance of the Mortgage Loans to the Trustee, the Depositor had good title to, and was the sole owner of, each Mortgage Loan free -53- and clear of any pledge, lien, encumbrance or security interest (other than rights to servicing and related compensation) and such conveyance validly transfers ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; and (vi) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1). It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by any of the Depositor, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties set forth in this Section 2.03(b) which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided, however, that in the event of a breach of the representation and warranty set forth in Section 2.03(b)(iii), the party discovering such breach shall give such notice within five days of discovery. Within 90 days of its discovery or its receipt of notice of breach, the Depositor shall either (i) cure such breach in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that the Depositor shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, substitution or repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be effected by the Depositor under the same terms and conditions as provided in Section 2.04 for substitutions by Residential Funding. It is understood and agreed that the obligation of the Depositor to cure such breach or to so purchase or substitute for any Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of the Certificateholders. Notwithstanding the foregoing, the Depositor shall not be required to cure breaches or purchase or substitute for Mortgage Loans as provided in this Section 2.03(b) if the substance of the breach of a representation set forth above also constitutes fraud in the origination of the Mortgage Loan. Section 4.08. Representations and Warranties of Residential Funding. The Depositor, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the Trustee for the benefit of the Certificateholders all of its right, title and interest in respect of the Assignment Agreement applicable to a Mortgage Loan. Insofar as the Assignment Agreement relates to the representations and warranties made by Residential Funding in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Depositor, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made in the Assignment Agreement in respect of any Mortgage Loan or of any Repurchase Event which -54- materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify Residential Funding of such breach or Repurchase Event and request that Residential Funding either (i) cure such breach or Repurchase Event in all material respects within 90 days from the date the Master Servicer was notified of such breach or Repurchase Event or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that, in the case of a breach or Repurchase Event under the Assignment Agreement, Residential Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or substitution must occur within 90 days from the date the breach was discovered. In the event that Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Master Servicer and remitted by the Master Servicer to Residential Funding on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Residential Funding shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, and Residential Funding shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in Section 4 of the Assignment Agreement, as of the date of substitution, and the covenants, representations and warranties set forth in this Section 2.04, and in Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master Servicer shall be obligated to repurchase or substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase Event (as defined in the Assignment Agreement) has occurred pursuant to Section 4 of the Assignment Agreement. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Certificateholders in the month of substitution). Residential Funding shall deposit the amount of such shortfall into the Custodial -55- Account on the day of substitution, without any reimbursement therefor. Residential Funding shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificate is outstanding. It is understood and agreed that the obligation of the Residential Funding to cure such breach or purchase (or in the case of Residential Funding to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of the Certificateholders. If the Master Servicer is Residential Funding, then the Trustee shall also have the right to give the notification and require the purchase or substitution provided for in the second preceding paragraph in the event of such a breach of a representation or warranty made by Residential Funding in the Assignment Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by Residential Funding, the Trustee shall assign to Residential Funding all of the right, title and interest in respect of the Assignment Agreement applicable to such Mortgage Loan. Section 4.10. Execution and Authentication of Certificates; Conveyance of Uncertificated REMIC Regular Interests. (a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to any exceptions noted, together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed and caused to be authenticated and delivered to or upon the order of the Depositor the Certificates in authorized denominations which evidence ownership of the entire Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests for the benefit of the Holders of the REMIC II Regular Interests and the Holders of the Class R-I Certificates. The Trustee acknowledges receipt of the REMIC I Regular Interests (which are uncertificated) and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the REMIC II Regular Interests and Holders of the Class R-I Certificates. The interests evidenced by the Class R-II Certificates, together with the REMIC II Regular Interests, constitute the entire beneficial ownership interest in REMIC II. (c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests for the benefit of the -56- holders of the Regular Certificates and the Class R-III Certificates. The Trustee acknowledges receipt of the REMIC II Regular Interests (which are uncertificated) and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Regular Certificates and the Class R-III Certificates. The interests evidenced by the Class R-III Certificate, together with the Regular Certificates, constitute the entire beneficial ownership interest in REMIC III. (d) In exchange for REMIC II Regular Interests and, concurrently with the assignment to the Trustee thereof, pursuant to the written request of the Depositor executed by an officer of the Depositor, the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Regular Certificates in authorized denominations evidencing (together with the Class R-III Certificates) the entire beneficial ownership interest in REMIC III. -57- ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 6.02. Master Servicer to Act as Servicer. (b) The Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and the respective Mortgage Loans, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through Subservicers as provided in Section 3.02, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Subservicer is hereby authorized and empowered by the Trustee when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of consent to assumption or modification in connection with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note in connection with the repurchase of a Mortgage Loan and all other comparable instruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to the related insurer, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.16(c), with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, it becomes necessary to remove any Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to the Master Servicer. Notwithstanding the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated -58- as a Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. The Trustee shall not be liable for any action taken by the Master Servicer or any Subservicer pursuant to such powers of attorney. In servicing and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with this Agreement, comply with the Program Guide as if it were the originator of such Mortgage Loan and had retained the servicing rights and obligations in respect thereof. In connection with servicing and administering the Mortgage Loans, the Master Servicer and any Affiliate of the Master Servicer (i) may perform services such as appraisals and brokerage services that are customarily provided by Persons other than servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.10 and (ii) may, at its own discretion and on behalf of the Trustee, obtain credit information in the form of a "credit score" from a credit repository. (d) All costs incurred by the Master Servicer or by Subservicers in effecting the timely payment of taxes and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such costs shall be recoverable to the extent permitted by Section 3.10(a)(ii). (f) The Master Servicer may enter into one or more agreements in connection with the offering of pass-through certificates evidencing interests in one or more of the Certificates providing for the payment by the Master Servicer of amounts received by the Master Servicer as servicing compensation hereunder and required to cover certain Prepayment Interest Shortfalls on the Mortgage Loans, which payment obligation will thereafter be an obligation of the Master Servicer hereunder. Section 6.04. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' Obligations; Special Servicing. (b) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers, for the servicing and administration of all or some of the Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac, Fannie Mae or HUD approved mortgage servicer. In addition, any Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.07, the -59- related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the Program Guide and are not inconsistent with this Agreement and as the Master Servicer and the Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third- party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. (d) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement, to the extent that the non- performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. Section 6.06. Successor Subservicers. The Master Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. If the Master Servicer or any Affiliate of Residential Funding acts as servicer, it will not assume liability for the representations and warranties of the Subservicer which it replaces. If the Master Servicer enters -60- into a Subservicing Agreement with a successor Subservicer, the Master Servicer shall use reasonable efforts to have the successor Subservicer assume liability for the representations and warranties made by the terminated Subservicer in respect of the related Mortgage Loans and, in the event of any such assumption by the successor Subservicer, the Master Servicer may, in the exercise of its business judgment, release the terminated Subservicer from liability for such representations and warranties. Section 6.08. Liability of the Master Servicer. Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer or the Depositor and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Section 6.10. No Contractual Relationship Between Subservicer and Trustee or Certificateholders. Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Master Servicer alone and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 3.06. The foregoing provision shall not in any way limit a Subservicer's obligation to cure an omission or defect or to repurchase a Mortgage Loan as referred to in Section 2.02 hereof. Section 6.12. Assumption or Termination of Subservicing Agreements by Trustee. (b) In the event the Master Servicer shall for any reason no longer be the master servicer (including by reason of an Event of Default), the Trustee, its designee or its successor shall thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that may have been entered into. The Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a party to the Subservicing Agreement to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement. -61- (d) The Master Servicer shall, upon request of the Trustee but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of each Subservicing Agreement to the assuming party. Section 6.14. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account. (b) The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Primary Insurance Policy, follow such collection procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. Consistent with the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge or any prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due on a Mortgage Loan in accordance with the Program Guide, provided, however, that the Master Servicer shall first determine that any such waiver or extension will not impair the coverage of any related Primary Insurance Policy or materially adversely affect the lien of the related Mortgage. In the event of any such arrangement, the Master Servicer shall make timely advances on the related Mortgage Loan during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements unless otherwise agreed to by the Holders of the Classes of Certificates affected thereby; provided, however, that no such extension shall be made if any advance would be a Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master Servicer may also waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Master Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action), provided, however, that the Master Servicer may not modify materially or permit any Subservicer to modify any Mortgage Loan, including without limitation any modification that would change the Mortgage Rate, forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan or except in connection with prepayments to the extent that such reamortization is not inconsistent with the terms of the Mortgage Loan), or extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable. In connection with any Curtailment of a Mortgage Loan, the Master Servicer, to the extent not inconsistent with the terms of the Mortgage Note and local law and practice, may permit the Mortgage Loan to be re-amortized such that the Monthly Payment is recalculated as an amount that will fully amortize the remaining Stated Principal Balance thereof by the original Maturity Date based on the original Mortgage Rate; provided, that such reamortization shall not be permitted if it would constitute a reissuance of the Mortgage Loan for federal income tax purposes. -62- (d) The Master Servicer shall establish and maintain a Custodial Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, the following payments and collections remitted by Subservicers or received by it in respect of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date): (ii) All payments on account of principal, including Principal Prepayments made by Mortgagors on the Mortgage Loans and the principal component of any Subservicer Advance or of any REO Proceeds received in connection with an REO Property for which an REO Disposition has occurred; (iv) All payments on account of interest at the Adjusted Mortgage Rate on the Mortgage Loans, including the interest component of any Subservicer Advance or of any REO Proceeds received in connection with an REO Property for which an REO Disposition has occurred; (vi) Insurance Proceeds and Liquidation Proceeds (net of any related expenses of the Subservicer); (viii) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited in connection with the substitution of a Qualified Substitute Mortgage Loan pursuant to Section 2.03 or 2.04; and (x) Any amounts required to be deposited pursuant to Section 3.07(c) or 3.21. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments on the Mortgage Loans which are not part of the Trust Fund (consisting of payments in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date) and payments or collections in the nature of prepayment charges or late payment charges or assumption fees may but need not be deposited by the Master Servicer in the Custodial Account. In the event any amount not required to be deposited in the Custodial Account is so deposited, the Master Servicer may at any time withdraw such amount from the Custodial Account, any provision herein to the contrary notwithstanding. The Custodial Account may contain funds that belong to one or more trust funds created for mortgage pass-through certificates of other series and may contain other funds respecting payments on mortgage loans belonging to the Master Servicer or serviced or master serviced by it on behalf of others. Notwithstanding such commingling of funds, the Master Servicer shall keep records that accurately reflect the funds on deposit in the Custodial Account that have been identified by it as being attributable to the Mortgage Loans. With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may elect to treat such amounts as included in -63- the Available Distribution Amount for the Distribution Date in the month of receipt, but is not obligated to do so. If the Master Servicer so elects, such amounts will be deemed to have been received (and any related Realized Loss shall be deemed to have occurred) on the last day of the month prior to the receipt thereof. (f) The Master Servicer shall use its best efforts to cause the institution maintaining the Custodial Account to invest the funds in the Custodial Account attributable to the Mortgage Loans in Permitted Investments which shall mature not later than the Certificate Account Deposit Date next following the date of such investment (with the exception of the Amount Held for Future Distribution) and which shall not be sold or disposed of prior to their maturities. All income and gain realized from any such investment shall be for the benefit of the Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments attributable to the investment of amounts in respect of the Mortgage Loans shall be deposited in the Custodial Account by the Master Servicer out of its own funds immediately as realized. (h) The Master Servicer shall give notice to the Trustee and the Depositor of any change in the location of the Custodial Account and the location of the Certificate Account prior to the use thereof. Section 6.16. Subservicing Accounts; Servicing Accounts. (b) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement, the Master Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to establish and maintain one or more Subservicing Accounts which shall be an Eligible Account or, if such account is not an Eligible Account, shall generally satisfy the requirements of the Program Guide and be otherwise acceptable to the Master Servicer and each Rating Agency. The Subservicer will be required thereby to deposit into the Subservicing Account on a daily basis all proceeds of Mortgage Loans received by the Subservicer, less its Subservicing Fees and unreimbursed advances and expenses, to the extent permitted by the Subservicing Agreement. If the Subservicing Account is not an Eligible Account, the Master Servicer shall be deemed to have received such monies upon receipt thereof by the Subservicer. The Subservicer shall not be required to deposit in the Subservicing Account payments or collections in the nature of prepayment charges or late charges or assumption fees. On or before the date specified in the Program Guide, but in no event later than the Determination Date, the Master Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account all funds held in the Subservicing Account with respect to each Mortgage Loan serviced by such Subservicer that are required to be remitted to the Master Servicer. The Subservicer will also be required, pursuant to the Subservicing Agreement, to advance on such scheduled date of remittance amounts equal to any scheduled monthly installments of principal and interest less its Subservicing Fees on any Mortgage Loans for which payment was not received by the Subservicer. This obligation to advance with respect to each Mortgage Loan will continue up to and including the first of the month following the date on which the related Mortgaged Property is sold at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such advances received by the Master Servicer shall be deposited promptly by it in -64- the Custodial Account. (d) The Subservicer may also be required, pursuant to the Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee, if any, accrues in the case of a Modified Mortgage Loan) on any Curtailment received by such Subservicer in respect of a Mortgage Loan from the related Mortgagor during any month that is to be applied by the Subservicer to reduce the unpaid principal balance of the related Mortgage Loan as of the first day of such month, from the date of application of such Curtailment to the first day of the following month. Any amounts paid by a Subservicer pursuant to the preceding sentence shall be for the benefit of the Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v). (f) In addition to the Custodial Account and the Certificate Account, the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the Subservicers for Subserviced Mortgage Loans to, establish and maintain one or more Servicing Accounts and deposit and retain therein all collections from the Mortgagors (or advances from Subservicers) for the payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items for the account of the Mortgagors. Each Servicing Account shall satisfy the requirements for a Subservicing Account and, to the extent permitted by the Program Guide or as is otherwise acceptable to the Master Servicer, may also function as a Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from the Servicing Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items, to reimburse the Master Servicer or Subservicer out of related collections for any payments made pursuant to Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance), to refund to any Mortgagors any sums as may be determined to be overages, to pay interest, if required, to Mortgagors on balances in the Servicing Account or to clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01 or in accordance with the Program Guide. As part of its servicing duties, the Master Servicer shall, and the Subservicers will, pursuant to the Subservicing Agreements, be required to pay to the Mortgagors interest on funds in this account to the extent required by law. (h) The Master Servicer shall advance the payments referred to in the preceding subsection that are not timely paid by the Mortgagors or advanced by the Subservicers on the date when the tax, premium or other cost for which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise. -65- Section 6.18. Access to Certain Documentation and Information Regarding the Mortgage Loans. In the event that compliance with this Section 3.09 shall make any Class of Certificates legal for investment by federally insured savings and loan associations, the Master Servicer shall provide, or cause the Subservicers to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory agents and examiners thereof access to the documentation regarding the Mortgage Loans required by applicable regulations of the Office of Thrift Supervision, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices designated by the Master Servicer. The Master Servicer shall permit such representatives to photocopy any such documentation and shall provide equipment for that purpose at a charge reasonably approximating the cost of such photocopying to the Master Servicer. Section 6.20. Permitted Withdrawals from the Custodial Account. (b) The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial Account of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for the following purposes: (ii) to make deposits into the Certificate Account in the amounts and in the manner provided for in Section 4.01; (iv) to reimburse itself or the related Subservicer for previously unreimbursed advances or expenses made pursuant to Sections 3.01, 3.08, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the terms of this Agreement, such withdrawal right being limited to amounts received on particular Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly Payments for which any such advance was made in the case of Subservicer Advances or Advances pursuant to Section 4.04 and (B) late recoveries of the payments for which such advances were made in the case of Servicing Advances; (vi) to pay to itself or the related Subservicer (if not previously retained by such Subservicer) out of each payment received by the Master Servicer on account of interest on a Mortgage Loan as contemplated by Sections 3.14 and 3.16, an amount equal to that remaining portion of any such payment as to interest (but not in excess of the Servicing Fee and the Subservicing Fee, if not previously retained) which, when deducted, will result in the remaining amount of such interest being interest at a rate per annum equal to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the amount specified in the amortization schedule of the related Mortgage Loan as the principal balance thereof at the beginning of the period respecting which such interest was paid after giving effect to any previous Curtailments; -66- (viii) to pay to itself as additional servicing compensation any interest or investment income earned on funds deposited in the Custodial Account that it is entitled to withdraw pursuant to Section 3.07(c); (x) to pay to itself as additional servicing compensation any Foreclosure Profits, and any amounts remitted by Subservicers as interest in respect of Curtailments pursuant to Section 3.08(b); (xii) to pay to itself, a Subservicer, Residential Funding, the Depositor or any other appropriate Person, as the case may be, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased or otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Stated Principal Balance or Purchase Price is determined; (xiv) to reimburse itself or the related Subservicer for any Nonrecoverable Advance or Advances in the manner and to the extent provided in subsection (c) below, any Advance made in connection with a modification of a Mortgage Loan that is in default or, in the judgment of the Master Servicer, default is reasonably foreseeable pursuant to Section 3.07(a), to the extent the amount of the Advance has been added to the outstanding principal balance of the Mortgage Loan; (xvi) to reimburse itself or the Depositor for expenses incurred by and reimbursable to it or the Depositor pursuant to Section 3.14(c), 6.03, 10.01 or otherwise; (xviii)to reimburse itself for amounts expended by it (a) pursuant to Section 3.14 in good faith in connection with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed pursuant to clause (ii) or (viii) above; and (xx) to withdraw any amount deposited in the Custodial Account that was not required to be deposited therein pursuant to Section 3.07, including any payoff fees or penalties or any other additional amounts payable to the Master Servicer or Subservicer pursuant to the terms of the Mortgage Note. (d) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan, the Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Custodial Account pursuant to such clauses. -67- (f) The Master Servicer shall be entitled to reimburse itself or the related Subservicer for any advance made in respect of a Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the Custodial Account of amounts on deposit therein attributable to the Mortgage Loans on any Certificate Account Deposit Date succeeding the date of such determination. Such right of reimbursement in respect of a Nonrecoverable Advance on any such Certificate Account Deposit Date shall be limited to an amount not exceeding the portion of such advance previously paid to Certificateholders (and not theretofore reimbursed to the Master Servicer or the related Subservicer). Section 6.22. Maintenance of Primary Insurance Coverage. (b) The Master Servicer shall not take, or permit any Subservicer to take, any action which would result in noncoverage under any applicable Primary Insurance Policy of any loss which, but for the actions of the Master Servicer or Subservicer, would have been covered thereunder. To the extent coverage is available, the Master Servicer shall keep or cause to be kept in full force and effect each such Primary Insurance Policy until the principal balance of the related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less of the Appraised Value at origination in the case of such a Mortgage Loan having a Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary Insurance Policy was in place as of the Cut-off Date and the Master Servicer had knowledge of such Primary Insurance Policy. The Master Servicer shall not cancel or refuse to renew any such Primary Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or refusing to renew any such Primary Insurance Policy applicable to a Mortgage Loan subserviced by it, that is in effect at the date of the initial issuance of the Certificates and is required to be kept in force hereunder unless the replacement Primary Insurance Policy for such canceled or non-renewed policy is maintained with an insurer whose claims-paying ability is acceptable to each Rating Agency for mortgage pass- through certificates having a rating equal to or better than the lower of the then-current rating or the rating assigned to the Certificates as of the Closing Date by such Rating Agency. (d) In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present or to cause the related Subservicer to present, on behalf of the Master Servicer, the Subservicer, if any, the Trustee and Certificateholders, claims to the insurer under any Primary Insurance Policies, in a timely manner in accordance with such policies, and, in this regard, to take or cause to be taken such reasonable action as shall be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted to the Master Servicer under any Primary Insurance Policies shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Section 6.24. Maintenance of Fire Insurance and Omissions and Fidelity Coverage. (b) The Master Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended coverage in an amount which is equal to the lesser of the principal balance -68- owing on such Mortgage Loan (together with the principal balance of any mortgage loan secured by a lien that is senior to the Mortgage Loan) or 100 percent of the insurable value of the improvements; provided, however, that such coverage may not be less than the minimum amount required to fully compensate for any loss or damage on a replacement cost basis. To the extent it may do so without breaching the related Subservicing Agreement, the Master Servicer shall replace any Subservicer that does not cause such insurance, to the extent it is available, to be maintained. The Master Servicer shall also cause to be maintained on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan, fire insurance with extended coverage in an amount which is at least equal to the amount necessary to avoid the application of any co-insurance clause contained in the related hazard insurance policy. Pursuant to Section 3.07, any amounts collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or property thus acquired or amounts released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating monthly distributions to Certificateholders, be added to the amount owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer out of related late payments by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent permitted by Section 3.10. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor or maintained on property acquired in respect of a Mortgage Loan other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. Whenever the improvements securing a Mortgage Loan are located at the time of origination of such Mortgage Loan in a federally designated special flood hazard area, the Master Servicer shall cause flood insurance (to the extent available) to be maintained in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the amount required to compensate for any loss or damage to the Mortgaged Property on a replacement cost basis and (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program). In the event that the Master Servicer shall obtain and maintain a blanket fire insurance policy with extended coverage insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first sentence of this Section 3.12(a), it being understood and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with the first sentence of this Section 3.12(a) and there shall have been a loss which would have been covered by such policy, deposit in the Certificate Account the amount not otherwise payable under the blanket policy because of such deductible clause. Any such deposit by the Master Servicer shall be made on the Certificate Account Deposit Date next preceding the Distribution Date which occurs in the month following the month in which payments under any such policy would have been deposited in the Custodial Account. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket policy. -69- (d) The Master Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy covering the Master Servicer's officers and employees and other persons acting on behalf of the Master Servicer in connection with its activities under this Agreement. The amount of coverage shall be at least equal to the coverage that would be required by Fannie Mae or Freddie Mac, whichever is greater, with respect to the Master Servicer if the Master Servicer were servicing and administering the Mortgage Loans for Fannie Mae or Freddie Mac. In the event that any such bond or policy ceases to be in effect, the Master Servicer shall obtain a comparable replacement bond or policy from an issuer or insurer, as the case may be, meeting the requirements, if any, of the Program Guide and acceptable to the Depositor. Coverage of the Master Servicer under a policy or bond obtained by an Affiliate of the Master Servicer and providing the coverage required by this Section 3.12(b) shall satisfy the requirements of this Section 3.12(b). Section 6.26. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments. (b) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge of such conveyance, shall enforce any due- on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (ii) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (iv) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (d) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a "significant modification" -70- effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any of REMIC I, REMIC II or REMIC III to fail to qualify as REMICs under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or junior lien of the same priority in relation to any senior mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (f) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that each of REMIC I, REMIC II or REMIC III would continue to qualify as a REMIC under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any of REMIC I, REMIC II or REMIC III as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (h) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following -71- such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof. Section 6.28. Realization Upon Defaulted Mortgage Loans. (b) The Master Servicer shall foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07. Alternatively, the Master Servicer may take other actions in respect of a defaulted Mortgage Loan, which may include (i) accepting a short sale (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in order to facilitate a sale of the Mortgaged Property by the Mortgagor) or permitting a short refinancing (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in order to facilitate refinancing transactions by the Mortgagor not involving a sale of the Mortgaged Property), (ii) arranging for a repayment plan or (iii) agreeing to a modification in accordance with Section 3.07. In connection with such foreclosure or other conversion or action, the Master Servicer shall, consistent with Section 3.11, follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in its general mortgage servicing activities and as shall be required or permitted by the Program Guide; provided that the Master Servicer shall not be liable in any respect hereunder if the Master Servicer is acting in connection with any such foreclosure or other conversion or action in a manner that is consistent with the provisions of this Agreement. The Master Servicer, however, shall not be required to expend its own funds or incur other reimbursable charges in connection with any foreclosure, or attempted foreclosure which is not completed, or towards the correction of any default on a related senior mortgage loan, or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one or more Classes after reimbursement to itself for such expenses or charges and (ii) that such expenses and charges will be recoverable to it through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have priority for purposes of withdrawals from the Custodial Account pursuant to Section 3.10, whether or not such expenses and charges are actually recoverable from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of such a determination by the Master Servicer pursuant to this Section -72- 3.14(a), the Master Servicer shall be entitled to reimbursement of its funds so expended pursuant to Section 3.10. In addition, the Master Servicer may pursue any remedies that may be available in connection with a breach of a representation and warranty with respect to any such Mortgage Loan in accordance with Sections 2.03 and 2.04. However, the Master Servicer is not required to continue to pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans and remedies in connection with a breach of a representation and warranty if the Master Servicer determines in its reasonable discretion that one such remedy is more likely to result in a greater recovery as to the Mortgage Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following the deposit in the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other payments and recoveries referred to in the definition of "Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as the case may be, shall release to the Master Servicer the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the Master Servicer or its designee, as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan shall not be part of the Trust Fund. Notwithstanding the foregoing or any other provision of this Agreement, in the Master Servicer's sole discretion with respect to any defaulted Mortgage Loan or REO Property as to either of the following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to have occurred if substantially all amounts expected by the Master Servicer to be received in connection with the related defaulted Mortgage Loan or REO Property have been received, and (ii) for purposes of determining the amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or other unscheduled collections or the amount of any Realized Loss, the Master Servicer may take into account minimal amounts of additional receipts expected to be received or any estimated additional liquidation expenses expected to be incurred in connection with the related defaulted Mortgage Loan or REO Property. (d) In the event that title to any Mortgaged Property is acquired by the Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. Notwithstanding any such acquisition of title and cancellation of the related Mortgage Loan, such REO Property shall (except as otherwise expressly provided herein) be considered to be an Outstanding Mortgage Loan held in the Trust Fund until such time as the REO Property shall be sold. Consistent with the foregoing for purposes of all calculations hereunder so long as such REO Property shall be considered to be an Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Mortgage Note shall have been discharged, such Mortgage Note and the related amortization schedule in effect at the time of any such acquisition of title (after giving effect to any previous Curtailments and before any adjustment thereto by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period) remain in effect. (f) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of such REO Property within three full years after the -73- taxable year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or such shorter period as may be necessary under applicable state (including any state in which such property is located) law to maintain the status of each of REMIC I, REMIC II or REMIC III as a REMIC under applicable state law and avoid taxes resulting from such property failing to be foreclosure property under applicable state law) or, at the expense of the Trust Fund, request, more than 60 days before the day on which such grace period would otherwise expire, an extension of such grace period unless the Master Servicer obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to such period will not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code or cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC (for federal (or any applicable State or local) income tax purposes) at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such REO Property (subject to any conditions contained in such Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any other provision of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject REMIC I, REMIC II or REMIC III to the imposition of any federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of Section 860G(c) of the Code, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (h) The proceeds of any Cash Liquidation, REO Disposition or purchase or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well as any recovery resulting from a collection of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied in the following order of priority: first, to reimburse the Master Servicer or the related Subservicer in accordance with Section 3.10(a)(ii); second, to the Certificateholders to the extent of accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), to the Due Date in the related Due Period prior to the Distribution Date on which such amounts are to be distributed; third, to the Certificateholders as a recovery of principal on the Mortgage Loan (or REO Property) (provided that if any such Class of Certificates to which such Realized Loss was allocated is no longer outstanding, such subsequent recovery shall be distributed to the persons who were the Holders of such Class of Certificates when it was retired); fourth, to the Master Servicer; fifth, to all Servicing Fees and Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer shall have no claims for any deficiencies with respect to such fees which result from the foregoing allocation); and sixth, to Foreclosure Profits. Section 6.30. Trustee to Cooperate; Release of Mortgage Files. (b) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the Master Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Master Servicer will immediately notify the Trustee (if it holds the -74- related Mortgage File) or the Custodian by a certification of a Servicing Officer (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 3.07 have been or will be so deposited), substantially in one of the forms attached hereto as Exhibit G requesting delivery to it of the Mortgage File. Upon receipt of such certification and request, the Trustee shall promptly release, or cause the Custodian to release, the related Mortgage File to the Master Servicer. The Master Servicer is authorized to execute and deliver to the Mortgagor the request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage, together with the Mortgage Note with, as appropriate, written evidence of cancellation thereon and to cause the removal from the registration on the MERS(R) System of such Mortgage and to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of satisfaction or cancellation or of partial or full release. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account or the Certificate Account. (d) From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a copy to the Trustee, a certificate of a Servicing Officer substantially in one of the forms attached as Exhibit G hereto, requesting that possession of all, or any document constituting part of, the Mortgage File be released to the Master Servicer and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or any document therein to the Master Servicer. The Master Servicer shall cause each Mortgage File or any document therein so released to be returned to the Trustee, or the Custodian as agent for the Trustee when the need therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or (ii) the Mortgage File or such document has been delivered directly or through a Subservicer to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered directly or through a Subservicer to the Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. In the event of the liquidation of a Mortgage Loan, the Trustee shall deliver the Request for Release with respect thereto to the Master Servicer upon deposit of the related Liquidation Proceeds in the Custodial Account. (f) The Trustee or the Master Servicer on the Trustee's behalf shall execute and deliver to the Master Servicer, if necessary, any court pleadings, requests for trustee's sale or other documents necessary to the foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Together with such documents or pleadings (if signed by the Trustee), the Master Servicer shall deliver to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the -75- execution and delivery thereof by the Trustee will not invalidate any insurance coverage under any Required Insurance Policy or invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee's sale. Section 6.32. Servicing and Other Compensation; Compensating Interest. (b) The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive on each Distribution Date the amounts provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master Servicer shall be entitled to retain therefrom and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee considered to be accrued but unpaid. (d) Additional servicing compensation in the form of prepayment charges, assumption fees, late payment charges, investment income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the Master Servicer or the Subservicer to the extent provided herein, subject to clause (e) below. (f) The Master Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the Primary Insurance Policies, if any, to the extent such premiums are not required to be paid by the related Mortgagors, and the fees and expenses of the Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 3.10 and 3.14. (h) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer under this Agreement. (j) Notwithstanding clauses (a) and (b) above, the amount of servicing compensation that the Master Servicer shall be entitled to receive for its activities hereunder for the period ending on each Distribution Date shall be reduced (but not below zero) by an amount equal to Compensating Interest (if any) for such Distribution Date. Such reduction shall be applied during such period as follows: first, to any Servicing Fee or Subservicing Fee to which the Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any income or gain realized from any investment of funds held in the Custodial Account or the Certificate Account to which the Master Servicer is entitled pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts of servicing compensation to which the Master Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer will not withdraw from the Custodial Account any such amount representing all or a portion of the Servicing Fee to which it is entitled pursuant -76- to Section 3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate Account any such amount to which it is entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will not withdraw from the Custodial Account any such amount of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v) or (vi). With respect to any Distribution Date, Compensating Interest shall be used on such Distribution Date to cover any Prepayment Interest Shortfalls on the Mortgage Loans. Section 6.34. Reports to the Trustee and the Depositor. Not later than fifteen days after each Distribution Date, the Master Servicer shall forward to the Trustee and the Depositor a statement, certified by a Servicing Officer, setting forth the status of the Custodial Account as of the close of business on such Distribution Date as it relates to the Mortgage Loans and showing, for the period covered by such statement, the aggregate of deposits in or withdrawals from the Custodial Account in respect of the Mortgage Loans for each category of deposit specified in Section 3.07 and each category of withdrawal specified in Section 3.10. Section 6.36. Annual Statement as to Compliance. The Master Servicer will deliver to the Depositor and the Trustee on or before March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, an Officers' Certificate stating, as to each signer thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year related to its servicing of mortgage loans and of its performance under the pooling and servicing agreements, including this Agreement, has been made under such officers' supervision, (ii) to the best of such officers' knowledge, based on such review, the Master Servicer has complied in all material respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations in all material respects throughout such year, or, if there has been material noncompliance with such servicing standards or a default in the fulfillment in all material respects of any such obligation relating to this Agreement, such statement shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof and (iii) to the best of such officers' knowledge, each Subservicer has complied in all material respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations under its Subservicing Agreement in all material respects throughout such year, or if there has been material noncompliance with such servicing standards or a material default in the fulfillment of such obligations relating to this Agreement, specifying such statement shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof. Section 6.38. Annual Independent Public Accountants' Servicing Report. On or before March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, the Master Servicer at its expense shall cause a firm of -77- independent public accountants which shall be members of the American Institute of Certified Public Accountants to furnish a report to the Depositor and the Trustee stating its opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such Subservicers. Section 6.40. Right of the Depositor in Respect of the Master Servicer. The Master Servicer shall afford the Depositor, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise. The Master Servicer shall also cooperate with all reasonable requests for information including, but not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the Certificates from any Person or Persons identified by the Depositor or Residential Funding. The Depositor may, but is not obligated to perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have the responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise. -78- ARTICLE VII PAYMENTS TO CERTIFICATEHOLDERS Section 8.02. Certificate Account. (b) The Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount to be deposited in the Reserve Fund pursuant to Section 4.08, (v) any amount required to be paid pursuant to Section 9.01, and (vi) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (d) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee for the benefit of the Certificateholders, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) any investment in the institution with which the Certificate Account is maintained may mature on such Distribution Date and (ii) any other investment may mature on such Distribution Date if the Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Master Servicer out of its own funds immediately as realized. Section 8.04. Distributions. (b) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall allocate and distribute the Principal Distribution Amount for such date to the interest issued in respect of REMIC I, REMIC II and REMIC III as specified in this Section. (d) (1) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests: -79- (i) to the extent of the Available Distribution Amount, first, to the Holders of REMIC I Regular Interest LTB, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates and second, to Holders of REMIC I Regular Interest LTA in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Distribution Amount for such Distribution Date after the distributions made pursuant to clause (i) above, allocated in the following order of priority: (A) to the Holders of REMIC I Regular Interest LTA, until the Uncertificated Principal Balance of REMIC I Regular Interest LTA is reduced to zero; (B) to the Holders of REMIC I Regular Interest LTB, until the Uncertificated Principal Balance of REMIC I Regular Interest LTB is reduced to zero; and (C) any remaining amount to the Holders of the Class R-I Certificates. (2) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests: (i) first, to the extent of the Available Distribution Amount, to the Holders of REMIC II Regular Interest A-IO, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates, and second, to the Holders of REMIC II Regular Interest LT1, REMIC II Regular Interest LT2, REMIC II Regular Interest LT3, REMIC II Regular Interest LT4, REMIC II Regular Interest LT5, REMIC II Regular Interest LT6, REMIC II Regular Interest LT7, REMIC II Regular Interest LT8, REMIC II Regular Interest LT9, REMIC II Regular Interest LT10, REMIC II Regular Interest LT11 and REMIC II Regular Interest LT12, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest LT12 shall be reduced when the REMIC II Overcollateralization Amount is less than the REMIC II Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the REMIC II Regular Interest LT12 Maximum Interest Deferral Amount , and such amount will be payable to the Holders of REMIC II Regular Interest LT2, REMIC II Regular Interest LT3, REMIC II Regular Interest LT4, REMIC II Regular -80- Interest LT5, REMIC II Regular Interest LT6, REMIC II Regular Interest LT7 , REMIC II Regular Interest LT8, REMIC II Regular Interest LT9, REMIC II Regular Interest LT10 and REMIC II Regular Interest LT11 in the same proportion as the Overcollateralization Increase Amount is allocated to the Class A-I-1 Certificates, Class A-I-2 Certificates, Class A-I-3 Certificates, Class A-I-4 Certificates, Class A-I- 5, Certificates, Class A-II Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates and Class B Certificates, respectively; and (ii) on each Distribution Date, to the Holders of REMIC II Regular Interests, in an amount equal to the remainder of the Available Distribution Amount after the distributions made pursuant to clause (i) above, allocated as follows (except as provided below): (A) to the Holders of the REMIC II Regular Interest LT1, 98.00% of such remainder until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; (B) to the Holders of the REMIC II Regular Interest LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT9, LT10 and LT11 1.00% of such remainder, in the same proportion as principal payments are allocated to the Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4, Class A-I-5, Class A-II, Class M-1, Class M-2 and Class M-3 Certificates and Class B Certificates, respectively; and (C) to the Holders of the REMIC II Regular Interest LT12, 1.00% of such remainder; provided, however, that 98.00% and 2.00% of any principal payments that are attributable to an Overcollateralization Reduction Amount shall be allocated to Holders of the REMIC II Regular Interest LT1 and REMIC II Regular Interest LT12, respectively; (2) any remaining amounts to the Holders of the Class R-II Certificates. (3) Notwithstanding the distributions on the REMIC Regular Interests described in this Section 4.02(b), distribution of funds from the Certificate Account shall be made only in accordance with Section 4.02(c). (f) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final -81- distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be, or, if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register such Certificateholder's share (which share with respect to each Class of Certificates, shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder of the following amounts), in the following order of priority, in each case to the extent of the Available Distribution Amount: (i) to the Class A Certificateholders, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls, to the extent not covered by Compensating Interest pursuant to Section 3.16, allocated to the Class A Certificates as described in Section 4.02(e) below (the "Class A Interest Distribution Amount"), with such amount allocated among the Class A Certificateholders on a pro rata basis; (ii) to the Class M-1 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls, to the extent not covered by Compensating Interest pursuant to Section 3.16, allocated to the Class M-1 Certificates as described in Section 4.02(e) (the "Class M-1 Interest Distribution Amount"); (iii) to the Class M-2 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls, to the extent not covered by Compensating Interest pursuant to Section 3.16, allocated to the Class M-2 Certificates as described in Section 4.02(e) (the "Class M-2 Interest Distribution Amount"); (iv) to the Class M-3 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls, to the extent not covered by Compensating Interest pursuant to Section 3.16, allocated to the Class M-3 Certificates as described in Section 4.02(e) (the "Class M-3 Interest Distribution Amount"); -82- (v) to the Class B Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls, to the extent not covered by Compensating Interest pursuant to Section 3.16, allocated to the Class B Certificates as described in Section 4.02(e) (the "Class B Interest Distribution Amount"); (vi) to the Class A-I Certificateholders, in the order described in Section 4.02(d), and to the Class A-II Certificateholders, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Class A Principal Distribution Amount, which shall be distributed to the Holders of the Class A-I Certificates and Class A-II Certificates on a pro rata basis, based on the Principal Remittance Amount for such Distribution Date from the Group I Loans and Group II Loans, respectively, until the Certificate Principal Balances of the Class A-I Certificates and Class A-II Certificates have been reduced to zero; provided, however, if on any Distribution Date the Certificate Principal Balance of the Class A-I Certificates or Class A-II Certificates has been reduced to zero, the Class A Principal Distribution Amount will be allocated to the remaining class of Class A Certificates; (vii) to the Class M-1 Certificateholders, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (viii) to the Class M-2 Certificateholders, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (ix) to the Class M-3 Certificateholders, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero; (x) to the Class B Certificateholders, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Class B Principal Distribution Amount, until the Certificate Principal Balance of the Class B Certificates has been reduced to zero; -83- (xi) to the Class A, Class M and Class B Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto with respect to the Mortgage Loans, to the extent not covered by Compensating Interest on such Distribution Date, which will be allocated to the Class A, Class M and Class B Certificateholders on a pro rata basis, based on the amount of such Prepayment Interest Shortfalls; (xii) to the Class A, Class M and Class B Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto remaining unpaid from prior Distribution Dates together with interest thereon, which will be allocated to the Class A, Class M and Class B Certificateholders on a pro rata basis, based on the amount of such unpaid Prepayment Interest Shortfalls; (xiii) to the Class SB Certificates, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest thereon and the amount of any Overcollateralization Reduction Amount for such Distribution Date; and (xiv) to the Class R-III Certificateholders, the balance, if any, of the Available Distribution Amount. (h) Any amounts payable to the Class A-I Certificateholders pursuant to 4.02(c)(vi) above shall be allocated to the Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4 and Class A-I-5 Certificates, in that order, in each case until the Certificate Principal Balance thereof has been reduced to zero. (j) Any Prepayment Interest Shortfalls which are not covered by Compensating Interest as described in Section 3.16 will be allocated among the Class A, Class M and Class B Certificates pro rata in accordance with the amount of Accrued Certificate Interest that would have accrued on that Certificate absent these shortfalls. Any such uncovered Prepayment Interest Shortfalls will be paid solely pursuant to Section 4.02(c)(xi) and (xii), to the extent funds are available therefor. (l) In addition to the foregoing distributions, with respect to any Mortgage Loan that was previously the subject of a Cash Liquidation or an REO Disposition that resulted in a Realized Loss, in the event that within two years of the date on which such Realized Loss was determined to have occurred the Master Servicer receives amounts which the Master Servicer reasonably believes to represent subsequent recoveries (net of any related liquidation expenses), or determines that it holds surplus amounts previously reserved to cover estimated expenses specifically related to such Mortgage Loan (including, but not limited to, recoveries (net of any related liquidation expenses) in respect of the representations and warranties made by the related Seller pursuant to the applicable Seller's Agreement), the Master Servicer shall distribute such amounts -84- to the Class or Classes to which such Realized Loss was allocated (with the amounts to be distributed allocated among such Classes in the same proportions as such Realized Loss was allocated), and within each such Class to the Certificateholders of record as of the Record Date immediately preceding the date of such distribution (or if such Class of Certificates is no longer outstanding, to the Certificateholders of record at the time that such Realized Loss was allocated); provided that no such distribution to any Class of Certificates of subsequent recoveries related to a Mortgage Loan shall exceed, either individually or in the aggregate and together with any other amounts paid in reimbursement therefor, the amount of the related Realized Loss that was allocated to such Class of Certificates. For the purposes of this Section 4.02(f) any allocation of a Realized Loss to Excess Cash Flow will be treated as an allocation of a Realized Loss to the Class A, Class M and Class B Certificates. (n) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Registrar, the Depositor or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. (p) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Master Servicer shall, no later than the Determination Date in the month of such final distribution, notify the Trustee and the Trustee shall, no later than two (2) Business Days after such Determination Date, mail on such date to each Holder of such Class of Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the prior calendar month. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to such Certificates to be withdrawn from the Certificate Account and credited to a separate escrow account for the benefit of such Certificateholders as provided in Section 9.01(d). Section 8.06. Statements to Certificateholders. (b) Concurrently with each distribution charged to the Certificate Account and with respect to each Distribution Date the Master Servicer shall forward to the Trustee and the Trustee shall forward by mail or otherwise make available electronically to each Holder and the Depositor a statement setting forth the following information as to each Class of Certificates, in each case to the extent applicable: -85- (ii) (A) the amount of such distribution to the Certificateholders of such Class applied to reduce the Certificate Principal Balance thereof, and (B) the aggregate amount included therein representing Principal Prepayments; (iv) the amount of such distribution to Holders of such Class of Certificates allocable to interest; (vi) if the distribution to the Holders of such Class of Certificates is less than the full amount that would be distributable to such Holders if there were sufficient funds available therefor, the amount of the shortfall; (viii) the amount of any Advance by the Master Servicer with respect to the Mortgage Loans pursuant to Section 4.04; (x) the number of Mortgage Loans and the Stated Principal Balance after giving effect to the distribution of principal on such Distribution Date; (xii) the aggregate Certificate Principal Balance of each Class of the Certificates, after giving effect to the amounts distributed on such Distribution Date, separately identifying any reduction thereof due to Realized Losses other than pursuant to an actual distribution of principal; (xiv) on the basis of the most recent reports furnished to it by Subservicers, the number and aggregate principal balances of Mortgage Loans that are Delinquent (A) one month, (B) two months and (C) three or more months and the number and aggregate principal balance of Mortgage Loans that are in foreclosure; (xvi)the number, aggregate principal balance and book value of any REO Properties; (xviii)the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of Certificates, after giving effect to the distribution made on such Distribution Date; (xx) the aggregate amount of Realized Losses for such Distribution Date and the aggregate amount of Realized Losses on the Mortgage Loans incurred since the Cut-off Date; (xxii) the Special Hazard Amount and Fraud Loss Amount as of the close of business on such Distribution Date and a description of any change in the calculation of such amounts; -86- (xxiv) the Pass-Through Rate on each Class of Certificates and the Weighted Average Net Mortgage Rate; (xxvi) the Overcollateralization Amount and the Required Overcollateralization Amount following such Distribution Date; (xxviii) the number and aggregate principal balance of Mortgage Loans repurchased under Section 4.07; (xxx)the aggregate amount of any recoveries on previously foreclosed loans from Residential Funding due to a breach of representation or warranty; (xxxii)the aggregate of any deposits to and withdrawals from the Reserve Fund for such Distribution Date and the remaining amount on deposit in the Reserve Fund after such deposits and withdrawals; (xxxiv) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; and (xxxvi) the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date. In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination. In addition to the statement provided to the Trustee as set forth in this Section 4.03(a), the Master Servicer shall provide to any manager of a trust fund consisting of some or all of the Certificates, upon reasonable request, such additional information as is reasonably obtainable by the Master Servicer at no additional expense to the Master Servicer. (d) Within a reasonable period of time after the end of each calendar year, the Master Servicer shall prepare, or cause to be prepared, and the Trustee shall forward, or cause to be forwarded, to each Person who at any time during the calendar year was the Holder of a Certificate, other than a Class R Certificate, a statement containing the information set forth in clauses (i) and (ii) of subsection (a) above aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Master Servicer and Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer and Trustee pursuant to any requirements of the Code. (f) As soon as reasonably practicable, upon the written request of any Certificateholder, the Master Servicer shall provide the requesting Certificateholder with such information as is necessary and appropriate, in the Master Servicer's sole discretion, for purposes of satisfying applicable reporting requirements under Rule 144A. -87- Section 8.08. Distribution of Reports to the Trustee and the Depositor; Advances by the Master Servicer. (b) Prior to the close of business on the Business Day next succeeding each Determination Date, the Master Servicer shall furnish a written statement (which may be in a mutually agreeable electronic format) to the Trustee, any Paying Agent and the Depositor (the information in such statement to be made available to Certificateholders by the Master Servicer on request) (provided that the Master Servicer will use its best efforts to deliver such written statement not later than 12:00 p.m. New York time on the second Business Day prior to the Distribution Date) setting forth (i) the Available Distribution Amounts, (ii) the amounts required to be withdrawn from the Custodial Account and deposited into the Certificate Account on the immediately succeeding Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a), (iii) the amount of Prepayment Interest Shortfalls, (iii) the amounts required to be withdrawn from and deposited into the Reserve Fund pursuant to Section 4.08 and (iv) to the extent required, a report detailing the Stated Principal Balance, Mortgage Rate, Modified Mortgage Rate, remaining term to maturity and Monthly Payment for any Modified Mortgage Loan pursuant to Section 3.13. The determination by the Master Servicer of such amounts shall, in the absence of obvious error, be presumptively deemed to be correct for all purposes hereunder and the Trustee shall be protected in relying upon the same without any independent check or verification. (d) On or before 2:00 P.M. New York time on each Certificate Account Deposit Date, the Master Servicer shall either (i) deposit in the Certificate Account from its own funds, or funds received therefor from the Subservicers, an amount equal to the Advances to be made by the Master Servicer in respect of the related Distribution Date, which shall be in an aggregate amount equal to the aggregate amount of Monthly Payments (with each interest portion thereof adjusted to a per annum rate equal to the Net Mortgage Rate), less the amount of any related Servicing Modifications, Debt Service Reductions or reductions in the amount of interest collectable from the Mortgagor pursuant to the Relief Act or similar legislation or regulations then in effect, on the Outstanding Mortgage Loans as of the related Due Date in the related Due Period, which Monthly Payments were due during the related Due Period and not received as of the close of business as of the related Determination Date; provided that no Advance shall be made if it would be a Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial Account and deposit in the Certificate Account all or a portion of the Amount Held for Future Distribution in discharge of any such Advance, or (iii) make advances in the form of any combination of clauses (i) and (ii) aggregating the amount of such Advance. Any portion of the Amount Held for Future Distribution so used shall be replaced by the Master Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York time on any future Certificate Account Deposit Date to the extent that funds attributable to the Mortgage Loans that are available in the Custodial Account for deposit in the Certificate Account on such Certificate Account Deposit Date shall be less than payments to Certificateholders required to be made on the following Distribution Date. The Master Servicer shall be entitled to use any Advance made by a Subservicer as described in Section 3.07(b) that has been deposited in the Custodial Account on or before such Distribution Date as part of the Advance made by the Master Servicer pursuant to this Section 4.04. The determination by the Master Servicer that it has made a Nonrecoverable Advance -88- or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing Officer delivered to the Depositor and the Trustee. In the event that the Master Servicer determines as of the Business Day preceding any Certificate Account Deposit Date that it will be unable to deposit in the Certificate Account an amount equal to the Advance required to be made for the immediately succeeding Distribution Date, it shall give notice to the Trustee of its inability to advance (such notice may be given by telecopy), not later than 3:00 P.M., New York time, on such Business Day, specifying the portion of such amount that it will be unable to deposit. Not later than 3:00 P.M., New York time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on such day the Trustee shall have been notified in writing (by telecopy) that the Master Servicer shall have directly or indirectly deposited in the Certificate Account such portion of the amount of the Advance as to which the Master Servicer shall have given notice pursuant to the preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights and obligations of the Master Servicer under this Agreement in accordance with Section 7.01 and (b) assume the rights and obligations of the Master Servicer hereunder, including the obligation to deposit in the Certificate Account an amount equal to the Advance for the immediately succeeding Distribution Date. The Trustee shall deposit all funds it receives pursuant to this Section 4.04 into the Certificate Account. Section 8.10. Allocation of Realized Losses. (b) Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized Losses, if any, that resulted from any Cash Liquidation, Servicing Modifications, Debt Service Reduction, Deficient Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a Servicing Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the reduction in the interest portion of the Monthly Payment due in the month in which such Distribution Date occurs. The amount of each Realized Loss shall be evidenced by an Officers' Certificate. All Realized Losses on the Mortgage Loans (other than Excess Losses) shall be allocated as follows: first, to the Excess Cash Flow, by increasing the amount of clause (iv) of the definition of Principal Distribution Amount, second, by reduction of the Overcollateralization Amount, until such amount has been reduced to zero; third, to the Class B Certificates; fourth, to the Class M-3 Certificates; fifth, to the Class M-2 Certificates; sixth, to the Class M-1 Certificates; and thereafter, to the Class A Certificates on a pro rata basis, based on their respective aggregate Certificate Principal Balances. Any Excess Losses on the Mortgage Loans will be allocated to the Class A, Class M and Class B Certificates on a pro rata basis, in an amount equal to a fraction of such losses equal to (x) the aggregate Certificate Principal Balance of the Class A, Class M and Class B Certificates over (y) the aggregate Stated Principal Balance of the Mortgage Loans, and the remainder of such losses shall be allocated to the Overcollateralization Amount in reduction of the amount thereof. (d) Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the Class A, Class M or Class B Certificates shall be made by reducing the -89- Certificate Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date. Allocations of the interest portions of Realized Losses shall be made by operation of the definition of "Accrued Certificate Interest" and by operation of the priority of payment provisions of Section 4.02(c). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby. (f) All Realized Losses on the Mortgage Loans shall be allocated on each Distribution Date to the following REMIC I Regular Interests to REMIC I Regular Interest LTA until the Uncertificated Principal Balance has been reduced to zero and then to REMIC I Regular Interest LTB until the Uncertificated Principal Balance has been reduced to zero. All Realized Losses on the REMIC I Regular Interest LTA and REMIC I Regular Interest LTB shall be deemed to have been allocated to the following REMIC II Regular Interests in the specified percentages, as follows: first, to Uncertificated Accrued Interest payable to the REMIC II Regular Interests LT1 and LT12 up to an aggregate amount equal to the excess of (a) the REMIC II Interest Loss Allocation Amount over (b) Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest) relating to the Mortgage Loans for such Distribution Date, 98% and 2%, respectively; second, to the Uncertificated Principal Balances of the REMIC II Regular Interests LT1 and LT12 up to an aggregate amount equal to the REMIC II Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Principal Balances of REMIC II Regular Interest LT1, REMIC II Regular Interest LT11 and REMIC II Regular Interest LT8, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC II Regular Interest LT11 has been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC II Regular Interest LT1, REMIC II Regular Interest LT10 and REMIC II Regular Interest LT8, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC II Regular Interest LT10 has been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC II Regular Interest LT1, REMIC II Regular Interest LT9 and REMIC II Regular Interest LT8, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC II Regular Interest LT9 has been reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC II Regular Interest LT1, REMIC II Regular Interest LT8 and REMIC II Regular Interest LT8, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC II Regular Interest LT8 has been reduced to zero; seventh, to the Uncertificated Principal Balances of (i) REMIC II Regular Interest LT1, (ii) REMIC II Regular Interest LT2, REMIC II Regular Interest LT3, REMIC II Regular Interest LT4, REMIC II Regular Interest LT5, REMIC II Regular Interest LT6 and REMIC II Regular Interest LT7, and (iii) REMIC II Regular Interest LT12, (i) 98%, (ii) 1%, pro rata, and (iii) 1%, respectively, until the Uncertificated Principal Balances of REMIC II Regular Interest LT2, REMIC II Regular Interest LT3, REMIC II Regular Interest LT4, REMIC II Regular Interest LT5, REMIC II Regular Interest LT6 and REMIC II Regular Interest LT7, have been reduced to zero. Section 8.12. Reports of Foreclosures and Abandonment of Mortgaged Property. The Master Servicer or the Subservicers shall file information returns with respect to the receipt of mortgage interest received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property and the informational returns relating to cancellation of -90- indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P of the Code, respectively, and deliver to the Trustee an Officers' Certificate on or before March 31 of each year stating that such reports have been filed. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code. Section 8.14. Optional Purchase of Defaulted Mortgage Loans. As to any Mortgage Loan which is delinquent in payment by 90 days or more, the Master Servicer may, at its option, purchase such Mortgage Loan from the Trustee at the Purchase Price therefor; provided, that any such Mortgage Loan that becomes 90 days or more delinquent during any given Calendar Quarter shall only be eligible for purchase pursuant to this Section during the period beginning on the first Business Day of the following Calendar Quarter, and ending at the close of business on the second-to-last Business Day of such following Calendar Quarter. Such option if not exercised shall not thereafter be reinstated as to any Mortgage Loan, unless the delinquency is cured and the Mortgage Loan thereafter again becomes delinquent in payment by 90 days or more in a subsequent Calendar Quarter. If at any time the Master Servicer makes a payment to the Certificate Account covering the amount of the Purchase Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Certificate Account, then the Trustee shall execute the assignment of such Mortgage Loan at the request of the Master Servicer without recourse to the Master Servicer which shall succeed to all the Trustee's right, title and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Mortgage, and all such security and documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto. Section 8.16. Distribution of Class B Net WAC Shortfall Carry-Forward Amount; Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Class B Certificates, the Reserve Fund. In addition, on the Closing Date, the Trustee shall deposit into the Reserve Fund the Reserve Fund Deposit. On each Distribution Date, to the extent required, the Trustee shall make withdrawals from the Reserve Fund and use the amounts in the Reserve Fund to make distributions to the Class B Certificates, in an amount equal to the amount of any Class B Net WAC Shortfall Carry-Forward Amount on such Certificate. On the 30th Distribution Date, after the distributions described in the second preceding sentence, the Trustee shall withdraw from the Reserve Fund (to the extent of funds available on deposit therein) any remaining amounts and distribute them to the holder of the Reserve Fund Residual Right. (b) The Reserve Fund shall be an Eligible Account. Amounts held in the Reserve Fund from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, -91- until released from the Reserve Fund pursuant to this Section 4.08. The Reserve Fund constitutes an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and is not an asset of the REMICs. Bear, Stearns & Co. Inc. shall be the owner of the Reserve Fund. The Trustee shall keep records that accurately reflect the funds on deposit in the Reserve Fund. The Trustee shall, at the direction of the Master Servicer, invest amounts on deposit in the Reserve Fund in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Reserve Fund shall remain uninvested. On each Distribution Date, the Trustee shall distribute any interest on the Reserve Fund to the holder of the Reserve Fund Residual Right. (c) The holder of the Reserve Fund Residual Right with respect to the Reserve Fund shall initially be Bear, Stearns & Co. Inc., and such Reserve Fund Residual Right shall at all times be owned by Bear, Stearns & Co. Inc. So long as Bear, Stearns & Co. Inc. is the holder of the Class B Certificates, any amounts payable pursuant to this Section 4.08 shall be payable to Bear, Stearns & Co. Inc. -92- ARTICLE IX THE CERTIFICATES Section 10.02. The Certificates. (b) The Class A Certificates, Class M Certificates, Class B Certificates, Class SB Certificates and Class R Certificates shall be substantially in the forms set forth in Exhibits A, B-1, B-2, C and D, respectively, and shall, on original issue, be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Depositor upon receipt by the Trustee or one or more Custodians of the documents specified in Section 2.01. The Class A and Class M-1 Certificates shall be issuable in minimum dollar denominations of $25,000 and integral multiples of $1 in excess thereof. The Class M-2 and Class M-3 Certificates shall be issuable in minimum dollar denominations of $250,000 and integral multiples of $1 in excess thereof. The Class B Certificates shall be issuable in minimum dollar denominations of $1,000,000 and integral multiples of $1 in excess thereof. The Class SB Certificates shall be issuable in registered, certificated form in minimum percentage interests of 5.00% and integral multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall be issued in registered, certificated form in minimum percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; provided, however, that one Class R Certificate of each Class will be issuable to the REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum denomination representing a Percentage Interest of not less than 0.01%. On the Closing Date, one Class B Certificate shall be registered as a Temporary Regulation S Global Class B Certificate with a Certificate Principal Balance of $5,000,000.00 and one Class B Certificate shall be registered as a Rule 144A Global Class B Certificate with a Certificate Principal Balance of $0.00. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. (d) The Class A, Class M and Class B Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each Class A, Class M or Class B Certificate, through the book-entry facilities of the -93- Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The Trustee, the Master Servicer and the Depositor may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book- Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall issue the Definitive Certificates. Neither the Depositor, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depositor in connection with the issuance of the Definitive Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon and performed by the Trustee, and the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. Any Class B Certificate issued as a Definitive Certificate shall be in the form of Exhibit B-2-A hereto. Unless the Trustee determines otherwise in accordance with applicable law and the rules and procedures of, or applicable to, the Depository, transfers of a beneficial interest in the Class B Certificates to a "qualified institutional buyer" as defined under Rule 144A may only be effectuated by means of an "SRO Rule 144A System" approved for such purpose by the Securities and Exchange Commission. -94- No Ownership Interest in a Temporary Regulation S Global Class B Certificate or Permanent Regulation S Global Class B Certificate may at any time be transferred to a transferee that takes delivery in the form of a Definitive Certificate. (f) Each of the Certificates is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable. Section 10.04. Registration of Transfer and Exchange of Certificates. (b) The Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Trustee in accordance with the provisions of Section 8.12 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee is initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar, or the Trustee, shall provide the Master Servicer with a certified list of Certificateholders as of each Record Date prior to the related Determination Date. (d) Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee maintained for such purpose pursuant to Section 8.12 and, in the case of any Class SB or R Certificate, upon satisfaction of the conditions set forth below, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and aggregate Percentage Interest. (f) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized denominations of a like Class and aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Certificates of such Class which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (h) No transfer, sale, pledge or other disposition of a Class SB or Class R Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with said Act and laws. Except as otherwise provided in this Section 5.02(d), in the event that a transfer of a Class SB or Class R Certificate is to be made, (i) unless the Depositor directs the Trustee otherwise, the Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the -95- applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer, and (ii) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit I hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit J hereto, each acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer. In lieu of the requirements set forth in the preceding sentence, transfers of Class SB or Class R Certificates may be made in accordance with this Section 5.02(d) if the prospective transferee of such a Certificate provides the Trustee and the Master Servicer with an investment letter substantially in the form of Exhibit N attached hereto, which investment letter shall not be an expense of the Trustee, the Depositor, or the Master Servicer, and which investment letter states that, among other things, such transferee (i) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (ii) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the 1933 Act provided by Rule 144A. The Holder of a Class SB or Class R Certificate desiring to effect any transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Master Servicer and the Certificate Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws and this Agreement. (j) (i) No transfer, sale, pledge or other disposition of a Class B Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the 1933 Act, and any applicable state securities laws or is made in accordance with said Act and laws. (ii) Class B Certificates sold to "qualified institutional buyers" as defined in and in reliance on Rule 144A under the 1933 Act shall be represented by one or more Rule 144A Global Class B Certificates. Class B Certificates sold in offshore transactions to "qualified institutional buyers" as defined in Rule 144A under the 1933 Act and in reliance on Regulation S under the Securities Act shall be represented initially by Temporary Regulation S Global Class B Certificates. (iii) The Temporary Regulation S Global Class B Certificates shall be exchanged on the later of (i) 40 days after the later of the Closing Date (ii) the date on which the requisite certifications are due to and provided to the Trustee (the later of clauses (i) and (ii), the "Exchange Date") for Permanent Regulation S Global Class B Certificates. Regulation S Global Class B Certificates shall be issued in registered form, without coupons, and deposited upon the order of the Transferor with the Trustee as custodian for and registered in the name of a nominee of the Depository for credit to the account of the depositaries for Euroclear and Clearstream. (iv) A Certificate Owner holding an interest in a Temporary Regulation S Global Class B Certificate may receive payments in respect of the Certificates on the Temporary Regulation S Global Class B Certificate only after the delivery, to Euroclear or Clearstream, as the -96- case may be, of a written certification substantially in the form set forth in Exhibit Q, and upon delivery by Euroclear or Clearstream, as the case may be, to the Trustee and Certificate Registrar of a certification or certifications substantially in the form set forth in Exhibit R. The delivery by a Certificate Owner of the certification referred to above shall constitute its irrevocable instruction to Euroclear or Clearstream, as the case may be, to arrange for the exchange of the Certificate Owner's interest in the Temporary Regulation S Global Class B Certificate for a beneficial interest in the Permanent Regulation S Global Class B Certificate after the Exchange Date in accordance with paragraph (v) below. (v) After (i) the Exchange Date and (ii) receipt by the Certificate Registrar of written instructions from Euroclear or Clearstream, as the case may be, directing the Certificate Registrar to credit or cause to be credited to either Euroclear's or Clearstream's, as the case may be, Depository's account a beneficial interest in the Permanent Regulation S Global Class B Certificate in a principal amount not greater than that of the beneficial interest in the Temporary Regulation S Global Class B Certificate, the Certificate Registrar shall instruct the Depository to reduce the principal amount of the Temporary Regulation S Global Class B Certificate and increase the principal amount of the Permanent Regulation S Global Class B Certificate, by the principal amount of the beneficial interest in the Temporary Regulation S Global Class B Certificate to be so transferred, and to credit or cause to be credited to the account of Euroclear, Clearstream or a Person who has an account with the Depository as the case may be, a beneficial interest in the Permanent Regulation S Global Class B Certificate having a Certificate Principal Balance of the Temporary Regulation S Global Class B that was reduced upon the transfer. Upon return of the entire principal amount of the Temporary Regulation S Global Class B Certificate to the Trustee in exchange for beneficial interests in the Permanent Regulation S Global Class B Certificate, Trustee shall cancel the Temporary Regulation S Global Class B Certificate by perforation and shall forthwith destroy it. (vi) For transfer of an interest in a Permanent Regulation S Global Class B Certificate for an interest in the Rule 144A Global Class B Certificate, if the Certificateholder of a beneficial interest in an Permanent Regulation S Global Class B Certificate deposited with the Depository wishes at any time to exchange its interest in the Permanent Regulation S Global Class B Certificate, or to transfer its interest in the Permanent Regulation S Global Class B Certificate to a Person who wishes to take delivery thereof in the form of an interest in the Rule 144A Global Class B Certificate, the Certificateholder may, subject to the rules and procedures of Euroclear or Clearstream and the Depository, as the case may be, give directions for the Certificate Registrar to exchange or cause the exchange or transfer or cause the transfer of the interest for an equivalent beneficial interest in the Rule 144A Global Class B Certificate. Upon receipt by the Certificate Registrar of instructions from Euroclear or Clearstream or from the Depository, as the case may be, directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Class B Certificate equal to the Percentage Interest in the Permanent Regulation S Global Class B Certificate to be exchanged or transferred (such instructions to contain information regarding the Depository Participant account to be credited with the increase, and, with respect to an exchange or transfer of an interest in the Permanent Regulation S Global Class B Certificate, information regarding the Depository Participant account to be debited with the decrease), the Certificate Registrar shall instruct the Depository to reduce the Permanent Regulation S Global Class -97- B Certificate by the aggregate principal amount of the beneficial interest in the Permanent Regulation S Global Class B Certificate to be exchanged or transferred, and the Certificate Registrar shall instruct the Depository, concurrently with the reduction, to increase the principal amount of the Rule 144A Global Class B Certificate by the aggregate Certificate Principal Balance of the beneficial interest in the Permanent Regulation S Global Class B Certificate to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in the instructions a beneficial interest in the Rule 144A Global Class B Certificate equal to the reduction in the Certificate Principal Balance of the Permanent Regulation S Global Class B Certificate. (vii) For transfers of an interest in the Rule 144A Global Class B Certificate for an interest in a Regulation S Book-Entry Certificate, if a Certificate Owner holding a beneficial interest in the Rule 144A Global Class B Certificate wishes at any time to exchange its interest in the Rule 144A Global Class B Certificate for an interest in a Regulation S Book-Entry Certificate, or to transfer its interest in the 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of an interest in the Regulation S Book-Entry Certificate, the Certificateholder may, subject to the rules and procedures of the Depository, give directions for the Certificate Registrar to exchange or cause the exchange or transfer or cause the transfer of the interest for an equivalent beneficial interest in the Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar of (A) instructions given in accordance with the Depository's procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Global Class B Certificate to be exchanged or transferred, (B) a written order given in accordance with the Depository's procedures containing information regarding the account of the depositaries for Euroclear or Clearstream or another Depository Participant, as the case may be, to be credited with the increase and the name of the account and (C) certificates in the forms of Exhibits S and T, respectively, given by the Certificate Owner and the proposed transferee of the interest, the Certificate Registrar shall instruct the Depository to reduce the Rule 144A Global Class B Certificate by the aggregate principal amount of the beneficial interest in the Rule 144A Global Class B Certificate to be so exchanged or transferred and the Certificate Registrar shall instruct the Depository, concurrently with the reduction, to increase the principal amount of the Regulation S Book-Entry Certificate by the aggregate Certificate Principal Balance of the beneficial interest in the Rule 144A Global Class B Certificate to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in the instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate Principal Balance of the Rule 144A Global Class B Certificate. (viii) Notwithstanding any other provisions of this Section 5.02(e), a Placement Agent for the Class B Certificates may exchange beneficial interests in the Temporary Regulation S Global Class B Certificate held by it for interests in the Rule 144A Global Class B Certificate only after delivery by the Placement Agent of instructions for the exchange substantially in the form of Exhibit U. Upon receipt of the instructions provided in the preceding sentence, the Certificate Registrar shall instruct the Depository to reduce the principal amount of the Temporary Regulation S Global Class B Certificate to be so transferred and shall instruct the Depository to increase the principal amount of the Rule 144A Global Class B Certificate and credit or cause to be credited to the account of the placement agent a beneficial interest in the Rule 144A Global Class -98- B Certificate having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Class B Certificate was reduced upon the transfer pursuant to the instructions provided in the first sentence of this clause (viii). (ix) In the event that a transfer of a Class B Certificate which is a Definitive Certificate is to be made, the Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer. (x) The Holder of a Class B Certificate desiring to effect any transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Master Servicer and the Certificate Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with the provisions of this Agreement. (l) In the case of any Class M, Class B, Class SB or Class R Certificate presented for registration in the name of any Person, either (i) the Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the effect that the purchase or holding of such Class M, Class B, Class SB or Class R Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Depositor or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer or (ii) the prospective transferee shall be required to provide the Trustee, the Depositor and the Master Servicer with a certification to the effect set forth in Exhibit P (with respect to a Class M or Class B Certificate) (which certification shall be deemed to have been given by a Class M or Class B Certificateholder who acquires a Book-Entry Certificate), Exhibit O (with respect to a Class SB Certificate) or in paragraph fourteen of Exhibit H-1 (with respect to a Class R Certificate), which the Trustee may rely upon without further inquiry or investigation, or such other certifications as the Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested either (a) is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition or (b) in the case of a Class M or Class B Certificate, the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an "insurance company general account" (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied (each entity that satisfies this clause (b), a "Complying Insurance Company"). -99- (n) (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (B) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee. (D) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit H-1) from the proposed Transferee, in form and substance satisfactory to the Master Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(g) and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit H-2, from the Holder wishing to transfer the Class R Certificate, in form and substance satisfactory to the Master Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (F) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Trustee who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected. -100- (H) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Trustee in the form attached hereto as Exhibit H-2. (J) Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a "pass-through interest holder." (ii) The Trustee will register the Transfer of any Class R Certificate only if it shall have received the Transfer Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form attached hereto as Exhibit H-2 and all of such other documents as shall have been reasonably required by the Trustee as a condition to such registration. Transfers of the Class R Certificates to Non-United States Persons and Disqualified Organizations (as defined in Section 860E(e)(5) of the Code) are prohibited. (B) If any Disqualified Organization shall become a holder of a Class R Certificate, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. If a Non-United States Person shall become a holder of a Class R Certificate, then the last preceding United States Person shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. If a transfer of a Class R Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. The Trustee shall be under no liability to any Person for any registration of Transfer of a Class R Certificate that is in fact not permitted by this Section 5.02(g) or for making any payments due on -101- such Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement. (D) If any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in this Section 5.02(g) and to the extent that the retroactive restoration of the rights of the Holder of such Class R Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Master Servicer shall have the right, without notice to the holder or any prior holder of such Class R Certificate, to sell such Class R Certificate to a purchaser selected by the Master Servicer on such terms as the Master Servicer may choose. Such purported Transferee shall promptly endorse and deliver each Class R Certificate in accordance with the instructions of the Master Servicer. Such purchaser may be the Master Servicer itself or any Affiliate of the Master Servicer. The proceeds of such sale, net of the commissions (which may include commissions payable to the Master Servicer or its Affiliates), expenses and taxes due, if any, will be remitted by the Master Servicer to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Master Servicer, and the Master Servicer shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a result of its exercise of such discretion. (iv) The Master Servicer, on behalf of the Trustee, shall make available, upon written request from the Trustee, all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any Person who is a Disqualified Organization, including the information regarding "excess inclusions" of such Class R Certificates required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E- 2(a)(5), and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person who is a Disqualified Organization. Reasonable compensation for providing such information may be required by the Master Servicer from such Person. (vi) The provisions of this Section 5.02(g) set forth prior to this clause (v) may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee the following: -102- (B) Written notification from each Rating Agency to the effect that the modification, addition to or elimination of such provisions will not cause such Rating Agency to downgrade its then-current ratings, if any, of the Class A, Class M or Class B Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency; and (D) A certificate of the Master Servicer stating that the Master Servicer has received an Opinion of Counsel, in form and substance satisfactory to the Master Servicer, to the effect that such modification, addition to or absence of such provisions will not cause any of REMIC I, REMIC II or REMIC III to cease to qualify as a REMIC and will not cause (x) any of REMIC I, REMIC II or REMIC III to be subject to an entity- level tax caused by the Transfer of any Class R Certificate to a Person that is a Disqualified Organization or (y) a Certificateholder or another Person to be subject to a REMIC- related tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee. (p) No service charge shall be made for any transfer or exchange of Certificates of any Class, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (r) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar. Section 10.06. Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Trustee and the Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor, Class and Percentage Interest but bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section -103- shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 10.08. Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the Depositor, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.02 and for all other purposes whatsoever, except as and to the extent provided in the definition of "Certificateholder" and in Section 4.08, and neither the Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar shall be affected by notice to the contrary except as provided in Section 5.02(g). Section 10.10. Appointment of Paying Agent. The Trustee may appoint a Paying Agent for the purpose of making distributions to Certificateholders pursuant to Section 4.02. In the event of any such appointment, on or prior to each Distribution Date the Master Servicer on behalf of the Trustee shall deposit or cause to be deposited with the Paying Agent a sum sufficient to make the payments to Certificateholders in the amounts and in the manner provided for in Section 4.02 and 4.03, such sum to be held in trust for the benefit of Certificateholders. The Trustee shall cause each Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. Any sums so held by such Paying Agent shall be held only in Eligible Accounts to the extent such sums are not distributed to the Certificateholders on the date of receipt by such Paying Agent. Section 10.12. Optional Purchase of Certificates. (b) On any Distribution Date on or after the Step-Up Date, the Master Servicer shall have the right, at its option, to purchase the Class A, Class M and Class B Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfall previously allocated thereto. (d) The Master Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer anticipates that it will purchase the related Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution -104- Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying: (ii) the Distribution Date upon which purchase of the related Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (iv) the purchase price therefor, if known, and (vi) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer gives the notice specified above, the Master Servicer shall deposit in the Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (f) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus one month's Accrued Certificate Interest thereon and any previously unpaid Accrued Certificate Interest with respect thereto. (h) In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Certificate Account deposited therein by the Master Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above will be deemed to have -105- been purchased and the Holder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such date. -106- ARTICLE XI THE DEPOSITOR AND THE MASTER SERVICER Section 12.02. Respective Liabilities of the Depositor and the Master Servicer. The Depositor and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Depositor and the Master Servicer herein. By way of illustration and not limitation, the Depositor is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith. Section 12.04. Merger or Consolidation of the Depositor or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer. (b) The Depositor and the Master Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. (d) Any Person into which the Depositor or the Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further that each Rating Agency's ratings, if any, of the Class A, Class M or Class B Certificates will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from each Rating Agency). (f) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the contrary, the Master Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac, is reasonably satisfactory to the Trustee and the Depositor, is willing to service the Mortgage Loans and executes and delivers to the Depositor and the Trustee an agreement, in form and substance reasonably satisfactory to the Depositor and the Trustee, which contains an assumption by such Person of the -107- due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Agreement; provided further that each Rating Agency's rating of the Classes of Certificates that have been rated in effect immediately prior to such assignment and delegation will not be qualified, reduced or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency). In the case of any such assignment and delegation, the Master Servicer shall be released from its obligations under this Agreement, except that the Master Servicer shall remain liable for all liabilities and obligations incurred by it as Master Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in the next preceding sentence. Section 12.06. Limitation on Liability of the Depositor, the Master Servicer and Others. Neither the Depositor, the Master Servicer nor any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or the Master Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor and the Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 and, on the Distribution Date(s) following such reimbursement, the aggregate of such expenses and costs shall be allocated in reduction of the -108- Accrued Certificate Interest on each Class entitled thereto in the same manner as if such expenses and costs constituted a Prepayment Interest Shortfall. Section 12.08. Depositor and Master Servicer Not to Resign. Subject to the provisions of Section 6.02, neither the Depositor nor the Master Servicer shall resign from its respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Depositor or the Master Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee. No such resignation by the Master Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities and obligations in accordance with Section 7.02. -109- ARTICLE XIII DEFAULT Section 14.02. Events of Default. Event of Default, wherever used herein, means any one of the following events (whatever reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (ii) the Master Servicer shall fail to distribute or cause to be distributed to Holders of Certificates of any Class any distribution required to be made under the terms of the Certificates of such Class and this Agreement and, in either case, such failure shall continue unremedied for a period of 5 days after the date upon which written notice of such failure, requiring such failure to be remedied, shall have been given to the Master Servicer by the Trustee or the Depositor or to the Master Servicer, the Depositor and the Trustee by the Holders of Certificates of such Class evidencing Percentage Interests aggregating not less than 25%; or (iv) the Master Servicer shall fail to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer contained in the Certificates of any Class or in this Agreement and such failure shall continue unremedied for a period of 30 days (except that such number of days shall be 15 in the case of a failure to pay the premium for any Required Insurance Policy) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or the Depositor, or to the Master Servicer, the Depositor and the Trustee by the Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests aggregating not less than 25%; or (vi) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or (viii) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of -110- assets and liabilities, or similar proceedings of, or relating to, the Master Servicer or of, or relating to, all or substantially all of the property of the Master Servicer; or (x) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (xii) the Master Servicer shall notify the Trustee pursuant to Section 4.04(b) that it is unable to deposit in the Certificate Account an amount equal to the Advance. If an Event of Default described in clauses (i)-(v) of this Section shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, either the Depositor or the Trustee shall at the direction of Holders of Certificates entitled to at least 51% of the Voting Rights, by notice in writing to the Master Servicer (and to the Depositor if given by the Trustee or to the Trustee if given by the Depositor), terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder; provided, however, the successor to the Master Servicer appointed pursuant to Section 7.02 shall have accepted the duties of Master Servicer effective upon the resignation of the Master Servicer. If an Event of Default described in clause (vi) hereof shall occur, the Trustee shall, by notice to the Master Servicer and the Depositor, immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder as provided in Section 4.04(b). On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder thereof) or the Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or the Trustee's designee appointed pursuant to Section 7.02; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the Master Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to the Trustee or its designee for administration by it of all cash amounts which shall at the time be credited to the Custodial Account or the Certificate Account or thereafter be received with respect to the Mortgage Loans. No such termination shall release the Master Servicer for any liability that it would otherwise have hereunder for any act or omission prior to the effective time of such termination. Notwithstanding any termination of the activities of Residential Funding in its capacity as Master Servicer hereunder, Residential Funding shall be entitled to receive, out of any late collection of a Monthly Payment on a Mortgage Loan which was due prior to the notice -111- terminating Residential Funding's rights and obligations as Master Servicer hereunder and received after such notice, that portion to which Residential Funding would have been entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in respect thereof, and any other amounts payable to Residential Funding hereunder the entitlement to which arose prior to the termination of its activities hereunder. Upon the termination of Residential Funding as Master Servicer hereunder the Depositor shall deliver to the Trustee a copy of the Program Guide. Section 14.04. Trustee or Depositor to Act; Appointment of Successor. (b) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee or, upon notice to the Depositor and with the Depositor's consent (which shall not be unreasonably withheld) a designee (which meets the standards set forth below) of the Trustee, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer (except for the responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers as set forth in such Sections, and its obligations to deposit amounts in respect of losses incurred prior to such notice or termination on the investment of funds in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and 4.01(c) by the terms and provisions hereof); provided, however, that any failure to perform such duties or responsibilities caused by the preceding Master Servicer's failure to provide information required by Section 4.04 shall not be considered a default by the Trustee hereunder. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to charge to the Custodial Account or the Certificate Account if the Master Servicer had continued to act hereunder and, in addition, shall be entitled to the income from any Permitted Investments made with amounts attributable to the Mortgage Loans held in the Custodial Account or the Certificate Account. If the Trustee has become the successor to the Master Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, which is also a Fannie Mae or Freddie Mac-approved mortgage servicing institution, having a net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall become successor to the Master Servicer and shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the initial Master Servicer hereunder. The Depositor, the Trustee, the Custodian and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicing Fee for any successor Master Servicer appointed pursuant to this Section 7.02 will be lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less than 0.50% per annum in the event that the successor Master Servicer is not servicing such Mortgage Loans directly and it is necessary to raise -112- the related Subservicing Fee to a rate of 0.50% per annum in order to hire a Subservicer with respect to such Mortgage Loans. (d) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (b). The successor Master Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Section 14.06. Notification to Certificateholders. (b) Upon any such termination or appointment of a successor to the Master Servicer, the Trustee shall give prompt written notice thereof to the Certificateholders at their respective addresses appearing in the Certificate Register. (d) Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all Holders of Certificates notice of each such Event of Default hereunder known to the Trustee, unless such Event of Default shall have been cured or waived as provided in Section 7.04 hereof. Section 14.08. Waiver of Events of Default. The Holders representing at least 66% of the Voting Rights of Certificates affected by a default or Event of Default hereunder may waive any default or Event of Default; provided, however, that (a) a default or Event of Default under clause (i) of Section 7.01 may be waived only by all of the Holders of Certificates affected by such default or Event of Default and (b) no waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver of a default or Event of Default by the Holders representing the requisite percentage of Voting Rights of Certificates affected by such default or Event of Default, such default or Event of Default shall cease to exist and shall be deemed to have -113- been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon except to the extent expressly so waived. -114- ARTICLE XV CONCERNING THE TRUSTEE Section 16.02. Duties of Trustee. (b) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. (d) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall notify the Certificateholders of any such documents which do not materially conform to the requirements of this Agreement in the event that the Trustee, after so requesting, does not receive satisfactorily corrected documents. The Trustee shall forward or cause to be forwarded in a timely fashion the notices, reports and statements required to be forwarded by the Trustee pursuant to Sections 4.03, 4.06, 7.03, and 10.01. The Trustee shall furnish in a timely fashion to the Master Servicer such information as the Master Servicer may reasonably request from time to time for the Master Servicer to fulfill its duties as set forth in this Agreement. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of each of REMIC I, REMIC II and REMIC III as a REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction (except as provided in Section 3.22(d) herein), contribution or other tax on the Trust Fund to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Trustee and are reasonably within the scope of its duties under this Agreement. (f) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (ii) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the -115- correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee by the Depositor or the Master Servicer and which on their face, do not contradict the requirements of this Agreement; (iv) The Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (vi) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Certificateholders holding Certificates which evidence, Percentage Interests aggregating not less than 25% of the affected classes as to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; (viii) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Trustee receives written notice of such failure or event at its Corporate Trust Office from the Master Servicer, the Depositor or any Certificateholder; and (x) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee hereunder, or in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) The Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed on the Trust Fund or its assets or transactions including, without limitation, (A) "prohibited transaction" penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, but only if such taxes arise out of a breach by the Trustee of its obligations hereunder, which breach constitutes negligence or willful misconduct of the Trustee. Section 16.04. Certain Matters Affecting the Trustee. (b) Except as otherwise provided in Section 8.01: -116- (ii) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (iv) The Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (vi) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs; (viii) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (x) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests, aggregating not less than 50%; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Master Servicer, if an Event of Default shall have occurred and is continuing, and otherwise by the Certificateholder requesting the investigation; (xii) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys provided that the Trustee shall remain liable for any acts of such agents or attorneys; and -117- (xiv) To the extent authorized under the Code and the regulations promulgated thereunder, each Holder of a Class R Certificate hereby irrevocably appoints and authorizes the Trustee to be its attorney-in-fact for purposes of signing any Tax Returns required to be filed on behalf of the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and deliver to the Master Servicer in a timely manner any Tax Returns prepared by or on behalf of the Master Servicer that the Trustee is required to sign as determined by the Master Servicer pursuant to applicable federal, state or local tax laws, provided that the Master Servicer shall indemnify the Trustee for signing any such Tax Returns that contain errors or omissions. (d) Following the issuance of the Certificates (and except as provided for in Section 3.22(d)), the Trustee shall not accept any contribution of assets to the Trust Fund unless it shall have obtained or been furnished with an Opinion of Counsel to the effect that such contribution will not (i) cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding or (ii) cause the Trust Fund to be subject to any federal tax as a result of such contribution (including the imposition of any federal tax on "prohibited transactions" imposed under Section 860F(a) of the Code). Section 16.06. Trustee Not Liable for Certificates or Mortgage Loans. The recitals contained herein and in the Certificates (other than the execution of the Certificates and relating to the acceptance and receipt of the Mortgage Loans) shall be taken as the statements of the Depositor or the Master Servicer as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (except that the Certificates shall be duly and validly executed and authenticated by it as Certificate Registrar) or of any Mortgage Loan or related document, or of MERS or the MERS(R) System. Except as otherwise provided herein, the Trustee shall not be accountable for the use or application by the Depositor or the Master Servicer of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Custodial Account or the Certificate Account by the Depositor or the Master Servicer. Section 16.08. Trustee May Own Certificates. The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Trustee. Section 16.10. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification. (b) The Master Servicer covenants and agrees to pay to the Trustee and any co- trustee from time to time, and the Trustee and any co-trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of -118- a trustee of an express trust) for all services rendered by each of them in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or reimburse the Trustee and any co- trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or any co-trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ, and the expenses incurred by the Trustee or any co-trustee in connection with the appointment of an office or agency pursuant to Section 8.12) except any such expense, disbursement or advance as may arise from its negligence or bad faith. (d) The Master Servicer agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the acceptance and administration of the Trust Fund, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against any claim in connection with the exercise or performance of any of its powers or duties under this Agreement, provided that: (ii) with respect to any such claim, the Trustee shall have given the Master Servicer written notice thereof promptly after the Trustee shall have actual knowledge thereof; (iv) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (vi) notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be liable for settlement of any claim by the Trustee entered into without the prior consent of the Master Servicer which consent shall not be unreasonably withheld. No termination of this Agreement shall affect the obligations created by this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided by the Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability or expense of the Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with any actions taken by the Trustee at the direction of Certificateholders pursuant to the terms of this Agreement. Section 16.12. Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor and organized and doing business under the laws of such state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If -119- such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. Section 16.14. Resignation and Removal of the Trustee. (b) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation then the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (d) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. In addition, in the event that the Depositor determines that the Trustee has failed (i) to distribute or cause to be distributed to Certificateholders any amount required to be distributed hereunder, if such amount is held by the Trustee or its Paying Agent (other than the Master Servicer or the Depositor) for distribution or (ii) to otherwise observe or perform in any material respect any of its covenants, agreements or obligations hereunder, and such failure shall continue unremedied for a period of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii) above) after the date on which written notice of such failure, requiring that the same be remedied, shall have been given to the Trustee by the Depositor, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument delivered as provided in the preceding sentence. In connection with the appointment of a successor trustee pursuant to the preceding sentence, the Depositor shall, on or before the date on which any such appointment becomes effective, obtain from each Rating Agency written confirmation that the appointment of any such successor trustee will not result in the reduction of the ratings on any class of the Certificates below the lesser of the then current or original ratings on such Certificates. (f) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of -120- which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. (h) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.08. Section 16.16. Successor Trustee. (b) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (d) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (f) Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor. Section 16.18. Merger or Consolidation of Trustee. Any corporation or national banking association into which the Trustee may be merged or converted or with which it may be consolidated or any corporation or national banking association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or national banking association succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation or national banking association shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Trustee shall mail notice of any such merger or consolidation to the Certificateholders at their address as shown in the Certificate Register. -121- Section 16.20. Appointment of Co-Trustee or Separate Trustee. (b) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. (d) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10 all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee, and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee. (f) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee. (h) Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. -122- Section 16.22. Appointment of Custodians. The Trustee may, with the consent of the Master Servicer and the Depositor, appoint one or more Custodians who are not Affiliates of the Depositor or the Master Servicer to hold all or a portion of the Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders. Each Custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 11.01. The Trustee shall notify the Certificateholders of the appointment of any Custodian (other than the Custodian appointed as of the Closing Date) pursuant to this Section 8.11. Section 16.24. Appointment of Office or Agency. The Trustee will maintain an office or agency in the City of New York where Certificates may be surrendered for registration of transfer or exchange. The Trustee initially designates its offices located at 450 West 33rd Street, 14th Floor, New York, New York 10001 for the purpose of keeping the Certificate Register. The Trustee will maintain an office at the address stated in Section 11.05(c) hereof where notices and demands to or upon the Trustee in respect of this Agreement may be served. -123- ARTICLE XVII TERMINATION Section 18.02. Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans. (b) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (ii) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (iv) the purchase by the Master Servicer of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to 100% of the unpaid principal balance of each Mortgage Loan (or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance) (net of any unreimbursed Advances attributable to principal) on the day of repurchase, plus accrued interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan), to, but not including, the first day of the month in which such repurchase price is distributed; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof; provided further, that, if the amount due under any Certificate shall not have been reduced to zero prior to the Maturity Date, the Master Servicer shall be required to terminate this Agreement in accordance with this clause (ii); and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any of REMIC I, REMIC II or REMIC III as a REMIC. The right of the Master Servicer to purchase all the assets of the Trust Fund relating to the Mortgage Loans, pursuant to clause (ii) above is conditioned upon the date of such purchase occurring on or after the Step-Up Date. If such right is exercised by the Master Servicer, the Master Servicer shall be deemed to have been reimbursed for the full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to the Trustee the certification required by Section 3.15 and the Trustee and -124- any Custodian shall, promptly following payment of the purchase price, release to the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased. (d) The Master Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer anticipates that the final distribution will be made to Certificateholders (whether as a result of the exercise by the Master Servicer of its right to purchase the assets of the Trust Fund or otherwise). Notice of any termination, specifying the anticipated Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Master Servicer (if it is exercising its right to purchase the assets of the Trust Fund), or by the Trustee (in any other case) by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying: (ii) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (iv) the amount of any such final payment, if known, and (vi) that the Record Date otherwise applicable to such Distribution Date is not applicable, and that payment will be made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in the Certificate Account before the Final Distribution Date in immediately available funds an amount equal to the purchase price for the assets of the Trust Fund computed as above provided. The Master Servicer shall provide to the Trustee written notification of any change to the anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder. (f) Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount equal to the outstanding Certificate Principal Balance of the Class A, Class M and Class B Certificates, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. -125- (h) In the event that any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by depositing such funds in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if it exercised its right to purchase the assets of the Trust Fund), or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01 and the Certificateholders shall look only to the Master Servicer for such payment. Section 18.04. Additional Termination Requirements. (b) Each of REMIC I, REMIC II and REMIC III, as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any of REMIC I, REMIC II and REMIC III, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificate is outstanding: (ii) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I, REMIC II and REMIC III, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I, REMIC II and REMIC III, under Section 860F of the Code and the regulations thereunder; (iv) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and -126- (vi) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash; provided, however, that in the event that a calendar quarter ends after the commencement of the 90-day liquidation period but prior to the Final Distribution Date, the Master Servicer shall not purchase any of the assets of the Trust Fund prior to the close of that calendar quarter. (d) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation for each of REMIC I, REMIC II and REMIC III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement. -127- ARTICLE XIX REMIC PROVISIONS Section 20.02. REMIC Administration. (b) The REMIC Administrator shall make an election to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The REMIC I Regular Interests shall be designated as the "regular interests" and the Class R-I Certificates shall be designated as the sole class of "residual interests" in the REMIC I. The REMIC II Regular Interests shall be designated as the "regular interests" and the Class R-II Certificates shall be designated as the sole class of "residual interests" in the REMIC II. The Class A-1, Class A-2, Class A-IO, Class M-1, Class M-2, Class M-3, Class B and Class SB Certificates shall be designated as the "regular interests" in REMIC III and the Class R-III Certificates shall be designated the sole class of "residual interests" in REMIC III. The REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in the REMIC other than the Certificates. (d) The Closing Date is hereby designated as the "startup day" of each of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (f) The REMIC Administrator shall hold a Class R Certificate in each REMIC representing a 0.01% Percentage Interest of the Class R Certificates in each REMIC and shall be designated as the "tax matters person" with respect to each of REMIC I, REMIC II and REMIC III in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act on behalf of each of REMIC I, REMIC II and REMIC III in relation to any tax matter or controversy involving the Trust Fund and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund and the REMIC Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 unless such legal expenses and costs are incurred by reason of the REMIC Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC Administrator is no longer the Master Servicer hereunder, at its option the REMIC Administrator may continue its duties as REMIC Administrator and shall be paid reasonable compensation not to exceed $3,000 per year by any successor Master Servicer hereunder for so acting as the REMIC Administrator. (h) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to the REMIC created hereunder and deliver such Tax Returns in a timely manner to the Trustee and the Trustee shall sign and file such Tax Returns -128- in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Trustee with respect to any tax or liability arising from the Trustee's signing of Tax Returns that contain errors or omissions. The Trustee and Master Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns. (j) The REMIC Administrator shall provide (i) to any Transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount, if any, and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC created hereunder. (l) The Master Servicer and the REMIC Administrator shall take such actions and shall cause each REMIC created hereunder to take such actions as are reasonably within the Master Servicer's or the REMIC Administrator's control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to maintain the status thereof as a REMIC under the REMIC Provisions (and the Trustee shall assist the Master Servicer and the REMIC Administrator, to the extent reasonably requested by the Master Servicer and the REMIC Administrator to do so). In performing their duties as more specifically set forth herein, the Master Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any of REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon any of REMIC I, REMIC II or REMIC III (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code (except as provided in Section 3.22(d)) and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel or the indemnification referred to in this sentence, an "Adverse REMIC Event") unless the Master Servicer or the REMIC Administrator, as applicable, has received an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Master Servicer or the REMIC Administrator, as applicable, determines that taking such action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Master Servicer, the REMIC Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust Fund created hereunder, endanger such status or, unless the Master Servicer or the REMIC Administrator or both, as applicable, determine in its or their sole discretion to indemnify the Trust Fund against the imposition of such a tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken because the timing of such action might result in the imposition of a tax on the Trust Fund, or may only be taken pursuant to an Opinion of Counsel that such action would not impose a tax on the Trust Fund, such action may nonetheless be taken -129- provided that the indemnity given in the preceding sentence with respect to any taxes that might be imposed on the Trust Fund has been given and that all other preconditions to the taking of such action have been satisfied. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer or the REMIC Administrator, as applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to the Trust Fund or its assets, or causing the Trust Fund to take any action, which is not expressly permitted under the terms of this Agreement, the Trustee will consult with the Master Servicer or the REMIC Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the Trust Fund and the Trustee shall not take any such action or cause the Trust Fund to take any such action as to which the Master Servicer or the REMIC Administrator, as applicable, has advised it in writing that an Adverse REMIC Event could occur. The Master Servicer or the REMIC Administrator, as applicable, may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of the Master Servicer or the REMIC Administrator. At all times as may be required by the Code, the Master Servicer or the REMIC Administrator, as applicable, will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the REMIC as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. (n) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on "net income from foreclosure property" of any REMIC as defined in Section 860G(c) of the Code, on any contributions to any REMIC after the startup day therefor pursuant to Section 860G(d) of the Code, or any other tax imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement or the Master Servicer has in its sole discretion determined to indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article X, or (iii) otherwise against amounts on deposit in the Custodial Account as provided by Section 3.10 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (p) The Trustee and the Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (r) Following the startup day, neither the Master Servicer nor the Trustee shall accept any contributions of assets to any REMIC unless (subject to Section 10.01(f)) the Master Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in any REMIC will not cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that -130- any Certificates are outstanding or subject any such REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (t) Neither the Master Servicer nor the Trustee shall (subject to Section 10.01(f)) enter into any arrangement by which any of REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor permit any of REMIC I, REMIC II or REMIC III to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (v) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" by which the principal balance of each regular interest in each REMIC would be reduced to zero is May 25, 2031. (x) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for the Trust Fund. (z) Neither the Trustee nor the Master Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of any REMIC pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or acquire any assets for any REMIC or sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, or accept any contributions to any REMIC after the Closing Date unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of any of REMIC I, REMIC II or REMIC III as a REMIC or (b) unless the Master Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax, cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions. (n) The Trustee shall treat the Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h). The Reserve Fund shall be owned by the Class B Certificateholders, and is not an asset of the REMICs. The Trustee shall treat the rights of the Class B Certificateholders to receive payments from the Reserve Fund as rights in an interest rate cap contract written by Bear, Stearns in favor of the Class B Certificateholders. Thus, each Class B Certificate shall be treated as representing ownership of not only REMIC III regular interests, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue price of the REMIC III regular interests, the Trustee shall assume that the interest rate cap contract with respect to the Class B Certificates has a de minimis value. Section 20.04. Master Servicer, REMIC Administrator and Trustee Indemnification. -131- (b) The Trustee agrees to indemnify the Trust Fund, the Depositor, the REMIC Administrator and the Master Servicer for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's covenants set forth in Article VIII or this Article X. In the event that Residential Funding is no longer the Master Servicer, the Trustee shall indemnify Residential Funding for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by Residential Funding as a result of a breach of the Trustee's covenants set forth in Article VIII or this Article X. (d) The REMIC Administrator agrees to indemnify the Trust Fund, the Depositor, the Master Servicer and the Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee, as a result of a breach of the REMIC Administrator's covenants set forth in this Article X with respect to compliance with the REMIC Provisions, including without limitation, any penalties arising from the Trustee's execution of Tax Returns prepared by the REMIC Administrator that contain errors or omissions; provided, however, that such liability will not be imposed to the extent such breach is a result of an error or omission in information provided to the REMIC Administrator by the Master Servicer in which case Section 10.02(c) will apply. (f) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, the REMIC Administrator and the Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust Fund, the Depositor or the Trustee, as a result of a breach of the Master Servicer's covenants set forth in this Article X or in Article III with respect to compliance with the REMIC Provisions, including without limitation, any penalties arising from the Trustee's execution of Tax Returns prepared by the Master Servicer that contain errors or omissions. -132- ARTICLE XXI MISCELLANEOUS PROVISIONS Section 22.02. Amendment. (b) This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer and the Trustee: (ii) to cure any ambiguity, (iv) to correct or supplement any provisions herein or therein, which may be inconsistent with any other provisions herein or therein or to correct any error, (vi) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or desirable to maintain the qualification of REMIC I, REMIC II or REMIC III as REMICs at all times that any Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust Fund pursuant to the Code that would be a claim against the Trust Fund, provided that the Trustee has received an Opinion of Counsel to the effect that (A) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (B) such action will not adversely affect in any material respect the interests of any Certificateholder, (viii) to change the timing and/or nature of deposits into the Custodial Account or the Certificate Account or to change the name in which the Custodial Account is maintained, provided that (A) the Certificate Account Deposit Date shall in no event be later than the related Distribution Date, (B) such change shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder and (C) such change shall not result in a reduction of the rating assigned to any Class of Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect, (x) to modify, eliminate or add to the provisions of Section 5.02(g) or any other provision hereof restricting transfer of the Class R Certificates by virtue of their being the "residual interests" in the Trust Fund provided that (A) such change shall not result in reduction of the rating assigned to any such Class of Certificates below the lower of the then- current rating or the rating assigned to such Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect, and (B) such change shall not, as evidenced by an Opinion of Counsel (at the expense of the party seeking so to modify, eliminate or add such provisions), cause the Trust Fund or any of the Certificateholders -133- (other than the transferor) to be subject to a federal tax caused by a transfer to a Person that is not a Permitted Transferee, or (xii) to make any other provisions with respect to matters or questions arising under this Agreement or such Custodial Agreement which shall not be materially inconsistent with the provisions of this Agreement, provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder and is authorized or permitted under Section 11.09(d). (d) This Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Trustee and the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or such Custodial Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall: (ii) reduce in any manner the amount of, or delay the timing of, payments which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (iv) adversely affect in any material respect the interest of the Holders of Certificates of any Class in a manner other than as described in clause (i) hereof without the consent of Holders of Certificates of such Class evidencing, as to such Class, Percentage Interests aggregating not less than 66%, or (vi) reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment, in any such case without the consent of the Holders of all Certificates of such Class then outstanding. (f) Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel (at the expense of the party seeking such amendment) to the effect that such amendment or the exercise of any power granted to the Master Servicer, the Depositor or the Trustee in accordance with such amendment will not result in the imposition of a federal tax on the Trust Fund or cause REMIC I, REMIC II or REMIC III to fail to qualify as REMICs at any time that any Certificate is outstanding. The Trustee may but shall not be obligated to enter into any amendment pursuant to this Section that affects its rights, duties and immunities and this agreement or otherwise; provided however, such consent shall not be unreasonably withheld. (h) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the substance of such amendment to each Certificateholder. It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of -134- the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe. (j) The Depositor shall have the option, in its sole discretion, to obtain and deliver to the Trustee any corporate guaranty, payment obligation, irrevocable letter of credit, surety bond, insurance policy or similar instrument or a reserve fund, or any combination of the foregoing, for the purpose of protecting the Holders of the Class R Certificates against any or all Realized Losses or other shortfalls. Any such instrument or fund shall be held by the Trustee for the benefit of the Class R Certificateholders, but shall not be and shall not be deemed to be under any circumstances included in the REMIC. To the extent that any such instrument or fund constitutes a reserve fund for federal income tax purposes, (i) any reserve fund so established shall be an outside reserve fund and not an asset of the REMIC, (ii) any such reserve fund shall be owned by the Depositor, and (iii) amounts transferred by the REMIC to any such reserve fund shall be treated as amounts distributed by the REMIC to the Depositor or any successor, all within the meaning of Treasury regulations Section 1.860G-2(h). In connection with the provision of any such instrument or fund, this Agreement and any provision hereof may be modified, added to, deleted or otherwise amended in any manner that is related or incidental to such instrument or fund or the establishment or administration thereof, such amendment to be made by written instrument executed or consented to by the Depositor and such related insurer but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of the Certificateholders, the Master Servicer or the Trustee, as applicable; provided that the Depositor obtains an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code and (b) any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificate is outstanding. In the event that the Depositor elects to provide such coverage in the form of a limited guaranty provided by General Motors Acceptance Corporation, the Depositor may elect that the text of such amendment to this Agreement shall be substantially in the form attached hereto as Exhibit K (in which case Residential Funding's Subordinate Certificate Loss Obligation as described in such exhibit shall be established by Residential Funding's consent to such amendment) and that the limited guaranty shall be executed in the form attached hereto as Exhibit L, with such changes as the Depositor shall deem to be appropriate; it being understood that the Trustee has reviewed and approved the content of such forms and that the Trustee's consent or approval to the use thereof is not required. Section 22.04. Recordation of Agreement; Counterparts. (b) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the Trustee (pursuant to the request of the Holders of Certificates entitled to at least 25% of the Voting Rights), but only upon direction -135- accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders. (d) For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Section 22.06. Limitation on Rights of Certificateholders. (b) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of any of the parties hereto. (d) No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (f) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates of any Class evidencing in the aggregate not less than 25% of the related Percentage Interests of such Class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of Certificateholders of such Class or all Classes, as the case may be. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. -136- Section 22.08. Governing Law. This agreement and the Certificates shall be governed by and construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 22.10. Notices. All demands and notices hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid (except for notices to the Trustee which shall be deemed to have been duly given only when received), to (a) in the case of the Depositor, 8400 Normandale Lake Boulevard, Suite 250, Minneapolis, Minnesota 55437, Attention: President, or such other address as may hereafter be furnished to the Master Servicer and the Trustee in writing by the Depositor; (b) in the case of the Master Servicer, 2255 North Ontario Street, Burbank, California 91504-3120, Attention: Bond Administration or such other address as may be hereafter furnished to the Depositor and the Trustee by the Master Servicer in writing; (c) in the case of the Trustee, 450 West 33rd Street, 14th Floor, New York, New York 10001, Attention: Residential Asset Mortgage Products Inc. Series 2001-RZ2 or such other address as may hereafter be furnished to the Depositor and the Master Servicer in writing by the Trustee; (d) in the case of Standard & Poor's, 55 Water Street, New York, New York 10041 Attention: Mortgage Surveillance or such other address as may be hereafter furnished to the Depositor, Trustee and Master Servicer by Standard & Poor's; (e) in the case of Moody's, 99 Church Street, New York, New York 10007, Attention: ABS Monitoring Department, or such other address as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in writing by Moody's, and (f) in the case of Fitch, One State Street Plaza, 32nd Floor, New York, New York 10004, or such other address as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in writing by Fitch. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. Section 22.12. Notices to Rating Agencies. The Depositor, the Master Servicer or the Trustee, as applicable, shall notify each Rating Agency and each Subservicer at such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of, any of the events described in clause (i), (ii), (iii), (iv), (vii), (viii), (ix) or (x) below or provide a copy to each Rating Agency at such time as otherwise required to be delivered pursuant to this Agreement of any of the statements described in clauses (x) and (vi) below: (ii) a material change or amendment to this Agreement, (iv) the occurrence of an Event of Default, -137- (vi) the termination or appointment of a successor Master Servicer or Trustee or a change in the majority ownership of the Trustee, (viii) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions insurance policy required by Section 3.12 or the cancellation or modification of coverage under any such instrument, (x) the statement required to be delivered to the Holders of each Class of Certificates pursuant to Section 4.03, (xii)the statements required to be delivered pursuant to Sections 3.18 and 3.19, (xiv)a change in the location of the Custodial Account or the Certificate Account, (xvi) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting from the failure by the Master Servicer to make an Advance pursuant to Section 4.04, (xviii)the occurrence of the Final Distribution Date, and (xx) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice of the occurrence of the events described in clauses (iv), (vii) or (viii) above, the Master Servicer shall provide prompt written notice to each Rating Agency and the Subservicer of any such event known to the Master Servicer. Section 22.14. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof. Section 22.16. Supplemental Provisions for Resecuritization. (b) This Agreement may be supplemented by means of the addition of a separate Article hereto (a "Supplemental Article") for the purpose of resecuritizing any of the Certificates issued hereunder, under the following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion of any such Class, as to which the Depositor or any of its Affiliates (or any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Depositor may deposit such Resecuritized Certificates into a new REMIC, grantor trust, FASIT or -138- custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Depositor, the Master Servicer and the Trustee; provided, that neither the Master Servicer nor the Trustee shall withhold their consent thereto if their respective interests would not be materially adversely affected thereby. To the extent that the terms of the Supplemental Article do not in any way affect any provisions of this Agreement as to any of the Certificates initially issued hereunder, the adoption of the Supplemental Article shall not constitute an "amendment" of this Agreement. Each Supplemental Article shall set forth all necessary provisions relating to the holding of the Resecuritized Certificates by the Trustee, the establishment of the Restructuring Vehicle, the issuing of various classes of new certificates by the Restructuring Vehicle and the distributions to be made thereon, and any other provisions necessary to the purposes thereof. In connection with each Supplemental Article, the Depositor shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle will qualify as a REMIC, grantor trust, FASIT or other entity not subject to taxation for federal income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the status of any of REMIC I, REMIC II or REMIC III as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transaction as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set forth in Section 860G(d) of the Code. -139- IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the date and year first above written. RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. [Seal] By: ----------------------------- Name: Julie Steinhagen Title: Vice President Attest: ------------------------------- Name: Randy Van Zee Title: Vice President RESIDENTIAL FUNDING CORPORATION [Seal] By: ----------------------------- Name: Randy Van Zee Title: Director Attest: --------------------------------------- Name: Julie Steinhagen Title: Director THE CHASE MANHATTAN BANK, as Trustee [Seal] By: ----------------------------- Name: Mark McDermott Title: Assistant Vice President Attest: --------------------------------------- Name: Title: -140- STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 30th day of May, 2001, before me, a notary public in and for said State, personally appeared Julie Steinhagen, known to me to be a Vice President of Residential Asset Mortgage Products, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. --------------------------- Notary Public [Notarial Seal] -141- STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 30th day of May, 2001, before me, a notary public in and for said State, personally appeared Randy Van Zee, known to me to be a Director of Residential Funding Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ------------------------ Notary Public [Notarial Seal] -142- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 30th day of May, 2001, before me, a notary public in and for said State, personally appeared Mark McDermott, known to me to be a Assistant Vice President of The Chase Manhattan Bank, a national banking corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ------------------------ Notary Public [Notarial Seal] -1- EXHIBIT A FORM OF CLASS A CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. A-1 Class A-[__] Senior Certificate No. 1 [__%] Pass-Through Rate Date of Pooling and Servicing Agreement and Cut-off Date: Percentage Interest: 100% May 1, 2001 First Distribution Date: Aggregate Initial [Certificate Principal June 25, 2001 Balance][Notional Amount] of the Class A-[__] Certificates: $__________ Master Servicer: Residential Funding Corporation Initial [Certificate Principal Balance] [Notional Amount] of this Class A-[__] Certificate: Final Scheduled Distribution Date: $__________ ---------------- Maturity Date: CUSIP ____________ May 25, 2031 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2001-RZ2 evidencing a percentage interest in the distributions allocable to the Class A-[__] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Depositor, the Master Servicer and The Chase Manhattan Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions A-2 of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the related Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class A-[__] Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial [Certificate Principal Balance][Notional Amount] of this Certificate is set forth above. The [Certificate Principal Balance][Notional Amount] hereof will be reduced to the extent of distributions allocable to principal and any Realized Losses allocable hereto. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans and the Policy, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement from time to time by A-3 the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. 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 the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Trustee, and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer or the Depositor from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the related Certificates. The Agreement permits, but does not require, the Master Servicer (i) to purchase, at a price determined as provided in the Agreement, all remaining Mortgage A-4 Loans and all property acquired in respect of any Mortgage Loan or (ii) to purchase in whole, but not in part, all of the Class A Certificates from the Holders thereof; provided, that any such option may only be exercised if the aggregate Stated Principal Balance of the Mortgage Loans, as applicable, as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, as applicable. 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 Agreement or be valid for any purpose. A-5 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. THE CHASE MANHATTAN BANK, as Trustee By: ---------------------------- Authorized Signatory Dated: May 30, 2001 CERTIFICATE OF AUTHENTICATION This is one of the Class A-[__] Certificates referred to in the within-mentioned Agreement. THE CHASE MANHATTAN BANK, as Certificate Registrar By: --------------------------- Authorized Signatory A-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) the beneficial interest evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: ----------------------- ------------------------------------------- Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to __________________________ for the account of __________________________, account number___________________________, or if mailed by check to _________________________________________. Applicable statements should be mailed to____________________________. This information is provided by __________________, the assignee named above, or________________________, as its agent. EXHIBIT B-1 FORM OF CLASS M-[__] CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS R CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND SECTION 4975 OF THE CODE AND STATING, AMONG OTHER THINGS, THAT THE TRANSFEREE'S ACQUISITION OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND OR (B) A REPRESENTATION LETTER, IN THE FORM DESCRIBED IN THE AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR ANY OTHER PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY B-1-1 PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY"). NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY: 1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND 2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(F) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. B-1-2 Certificate No. 1 ____% Pass-Through Rate Class M-[__] Mezzanine Aggregate Certificate Principal Balance of the Class M-[__] Certificates: $---------- Date of Pooling and Servicing Initial Certificate Principal Balance of this Agreement and Cut-off Date: Certificate: May 1, 2001 $__________ First Distribution Date: CUSIP _________ June 25, 2001 Master Servicer: Residential Funding Corporation Final Scheduled Distribution Date: May 25, 2031 Maturity Date: May 25, 2031 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2001-RZ2 evidencing a percentage interest in the distributions allocable to the Class M-[__] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement B-1-3 referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Depositor, the Master Servicer and The Chase Manhattan Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class M-1 Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. As described above, no transfer of this Class M Certificate will be made unless (i) the Trustee has received either an opinion of counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(f) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(f) of the Agreement shall indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). B-1-4 The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. 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 the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither B-1-5 the Depositor, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or the Depositor from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer or the Depositor to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. 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 Agreement or be valid for any purpose. B-1-6 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: May 30, 2001 THE CHASE MANHATTAN BANK, as Trustee By: --------------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class M-[__] Certificates referred to in the within-mentioned Agreement. THE CHASE MANHATTAN BANK, as Certificate Registrar By: --------------------------------- Authorized Signatory B-1-7 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: --------------------------------------------------------- Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to __________________________ for the account of __________________________, account number___________________________, or if mailed by check to _________________________________________. Applicable statements should be mailed to____________________________. This information is provided by __________________, the assignee named above, or________________________, as its agent. B-1-8 EXHIBIT B-2-A FORM OF DEFINITIVE CLASS B CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS R CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO TRANSFER OF THIS CLASS B CERTIFICATE WILL BE MADE UNLESS EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND SECTION 4975 OF THE CODE AND STATING, AMONG OTHER THINGS, THAT THE TRANSFEREE'S ACQUISITION OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND OR (B) A REPRESENTATION LETTER, IN THE FORM DESCRIBED IN THE AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR ANY OTHER PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY B-2-A-1 PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY"). NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY: 1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND 2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(F) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. B-2-A-2 Certificate No. 1 ____% Pass-Through Rate Class B Aggregate Certificate Principal Balance of the Class B Certificates: $---------- Date of Pooling and Servicing Initial Certificate Principal Balance of this Agreement and Cut-off Date: Certificate: May 1, 2001 $__________ First Distribution Date: CUSIP _________ June 25, 2001 Master Servicer: Residential Funding Corporation Final Scheduled Distribution Date: May 25, 2031 Maturity Date: May 25, 2031 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2001-RZ2 evidencing a percentage interest in the distributions allocable to the Class B Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement B-2-A-3 referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Depositor, the Master Servicer and The Chase Manhattan Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class B Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. As described above, no transfer of this Class B Certificate will be made unless (i) the Trustee has received either an opinion of counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(f) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(f) of the Agreement shall indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). B-2-A-4 The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. 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 the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither B-2-A-5 the Depositor, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or the Depositor from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer or the Depositor to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. 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 Agreement or be valid for any purpose. B-2-A-6 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: May 30, 2001 THE CHASE MANHATTAN BANK, as Trustee By: --------------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class B Certificates referred to in the within-mentioned Agreement. THE CHASE MANHATTAN BANK, as Certificate Registrar By: --------------------------------- Authorized Signatory B-2-A-7 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: --------------------------------------------------------- Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to __________________________ for the account of __________________________, account number___________________________, or if mailed by check to _________________________________________. Applicable statements should be mailed to____________________________. This information is provided by __________________, the assignee named above, or________________________, as its agent. B-2-A-8 FORM OF RULE 144A GLOBAL CLASS B CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE CERTIFICATES DESCRIBED HEREIN MAY ONLY BE OFFERED TO (I) "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED UNDER RULE 144A AND/OR (II) OUTSIDE THE UNITED STATES TO ENTITIES WHICH ARE "QUALIFIED INSTITUTIONAL BUYERS" AND WHICH ARE NOT U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT. NO TRANSFER OF THIS CLASS B CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED AN OFFICER'S CERTIFICATE TO THE EFFECT THAT SUCH RESTRICTIONS NO LONGER APPLY, OR EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND SECTION 4975 OF THE CODE AND STATING, AMONG OTHER THINGS, THAT THE TRANSFEREE'S ACQUISITION OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) A REPRESENTATION LETTER, IN THE FORM DESCRIBED IN THE AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR ANY OTHER PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY B-2-B-1 PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY"). NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY: 1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND 2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT B-2-B-2 AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT. B-2-B-3 Certificate No. 1 ____% Pass-Through Rate Class B Subordinate Aggregate Certificate Principal Balance of the Class B Certificates: $----------- Date of Pooling and Servicing Initial Certificate Principal Balance of this Agreement and Cut-off Date: Certificate: May 1, 2001 $_____ First Distribution Date: CUSIP____________ Juen 25, 2001 Master Servicer: ISIN___________ Residential Funding Corporation Final Scheduled Distribution Date: May 25, 2031 Maturity Date: May 25, 2031 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2001-RZ2 evidencing a percentage interest in the distributions allocable to the Class B Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement B-2-B-4 referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Depositor, the Master Servicer and The Chase Manhattan Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class B Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. As described above, unless an Officer's Certificate to the effect that such restrictions no longer apply has been delivered to the trustee in accordance with the pooling and servicing agreement, no transfer of this Class B Certificate will be made unless (i) the Trustee has received either an opinion of counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. B-2-B-5 This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. 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 the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. B-2-B-6 The Depositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or the Depositor from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer or the Depositor to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. 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 Agreement or be valid for any purpose. B-2-B-7 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: May 30, 2001 THE CHASE MANHATTAN BANK, as Trustee By: ------------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class B Certificates referred to in the within-mentioned Agreement. THE CHASE MANHATTAN BANK, as Certificate Registrar By: ------------------------------- Authorized Signatory B-2-B-8 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: -------------------------------------------------------- Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to __________________________ for the account of __________________________, account number___________________________, or if mailed by check to _________________________________________. Applicable statements should be mailed to____________________________. This information is provided by __________________, the assignee named above, or________________________, as its agent. B-2-B-9 FORM OF TEMPORARY REGULATION S GLOBAL CLASS B CERTIFICATE THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NEITHER THIS TEMPORARY REGULATION S GLOBAL CLASS B CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 1933 ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE CLOSING DATE, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE CERTIFICATES DESCRIBED HEREIN MAY ONLY BE OFFERED TO (I) "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED UNDER RULE 144A AND/OR (II) OUTSIDE THE UNITED STATES TO ENTITIES WHICH ARE "QUALIFIED INSTITUTIONAL BUYERS" AND WHICH ARE NOT U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT. NO TRANSFER OF THIS CLASS B CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED AN OFFICER'S CERTIFICATE TO THE EFFECT THAT SUCH RESTRICTIONS NO LONGER APPLY, OR EITHER (A) AN OPINION OF B-2-C-1 COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND SECTION 4975 OF THE CODE AND STATING, AMONG OTHER THINGS, THAT THE TRANSFEREE'S ACQUISITION OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) A REPRESENTATION LETTER, IN THE FORM DESCRIBED IN THE AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR ANY OTHER PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY"). NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY: 1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND 2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. B-2-C-2 ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT. B-2-C-3 Certificate No. 1 _____% Pass-Through Rate Class B Subordinate Aggregate Certificate Principal Balance of the Class B Certificates: $------------- Date of Pooling and Servicing Initial Certificate Principal Balance of this Agreement and Cut-off Date: Certificate: May 1, 2001 $_____________ First Distribution Date: CUSIP___________ June 25, 2001 Master Servicer: ISIN___________ Residential Funding Corporation Final Scheduled Distribution Date: May 25, 2031 Maturity Date: May 25, 2031 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2001-RZ2 evidencing a percentage interest in the distributions allocable to the Class B Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement B-2-C-4 referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Depositor, the Master Servicer and The Chase Manhattan Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class B Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. As described above, unless an Officer's Certificate to the effect that such restrictions no longer apply has been delivered to the trustee in accordance with the pooling and servicing agreement, no transfer of this Class B Certificate will be made unless (i) the Trustee has received either an opinion of counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. B-2-C-5 This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. 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 the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. B-2-C-6 The Depositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or the Depositor from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer or the Depositor to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. 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 Agreement or be valid for any purpose. B-2-C-7 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: May 30, 2001 THE CHASE MANHATTAN BANK, as Trustee By: -------------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class B Certificates referred to in the within-mentioned Agreement. THE CHASE MANHATTAN BANK, as Certificate Registrar By: -------------------------------- Authorized Signatory B-2-C-8 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: -------------------------------------------------------- Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to __________________________ for the account of __________________________, account number___________________________, or if mailed by check to _________________________________________. Applicable statements should be mailed to____________________________. This information is provided by __________________, the assignee named above, or________________________, as its agent. B-2-C-9 FORM OF PERMANENT REGULATION S GLOBAL CLASS B CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW). THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) PRIOR TO THE EXCHANGE DATE EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE CERTIFICATES DESCRIBED HEREIN MAY ONLY BE OFFERED TO (I) "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED UNDER RULE 144A AND/OR (II) OUTSIDE THE UNITED STATES TO ENTITIES WHICH ARE "QUALIFIED INSTITUTIONAL BUYERS" AND WHICH ARE NOT U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT. NO TRANSFER OF THIS CLASS B CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED AN OFFICER'S CERTIFICATE TO THE EFFECT THAT SUCH RESTRICTIONS NO LONGER APPLY, OR EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE MASTER SERVICER WITH RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND SECTION 4975 OF THE CODE AND STATING, AMONG OTHER THINGS, THAT THE TRANSFEREE'S ACQUISITION OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR B-2-D-1 SECTION 4975 OF THE CODE OR (B) A REPRESENTATION LETTER, IN THE FORM DESCRIBED IN THE AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), OR ANY OTHER PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY"). NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY: 1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND 2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. B-2-D-2 THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT. B-2-D-3 Certificate No. 1 ______% Pass-Through Rate Class B Subordinate Aggregate Certificate Principal Balance of the Class B Certificates: $---------- Date of Pooling and Servicing Initial Certificate Principal Balance of this Agreement and Cut-off Date: Certificate: May 1, 2001 $__________ First Distribution Date: CUSIP __________ June 25, 2001 Master Servicer: ISIN___________ Residential Funding Corporation Final Scheduled Distribution Date: May 25, 2031 Maturity Date: May 25, 2031 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2001-RZ2 evidencing a percentage interest in the distributions allocable to the Class B Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement B-2-D-4 referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Depositor, the Master Servicer and The Chase Manhattan Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class B Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. As described above, unless an Officer's Certificate to the effect that such restrictions no longer apply has been delivered to the trustee in accordance with the pooling and servicing agreement, no transfer of this Class B Certificate will be made unless (i) the Trustee has received either an opinion of counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. B-2-D-5 This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. 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 the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. B-2-D-6 The Depositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or the Depositor from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer or the Depositor to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. 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 Agreement or be valid for any purpose. B-2-D-7 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: May 30, 2001 THE CHASE MANHATTAN BANK, as Trustee By: ------------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class B Certificates referred to in the within-mentioned Agreement. THE CHASE MANHATTAN BANK, as Certificate Registrar By: ------------------------------- Authorized Signatory B-2-D-8 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: ---------------------------------------------------------- Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to __________________________ for the account of __________________________, account number___________________________, or if mailed by check to _________________________________________. Applicable statements should be mailed to____________________________. This information is provided by __________________, the assignee named above, or________________________, as its agent. B-2-D-9 EXHIBIT C FORM OF CLASS SB CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE "AGREEMENT"). NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO ANY PLAN SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH CERTIFICATES WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION PROMULGATED AT 29 C.F.R. ss.2510.3-101 ("PLAN ASSETS") UNLESS EITHER (I) THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER ARE PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND OR (II) THE TRUSTEE IS PROVIDED WITH A CERTIFICATION PURSUANT TO SECTION 5.02(F) OF THE AGREEMENT IN THE FORM OF EXHIBIT O TO THE AGREEMENT, WHICH THE TRUSTEE MAY RELY UPON WITHOUT FURTHER INQUIRY OR INVESTIGATION. C-1 Certificate No. 1 Class SB Subordinate Date of Pooling and Servicing Percentage Interest: 100% and Cut-off Date: May 1, 2001 First Distribution Date: Aggregate Initial Certificate Principal Balance June 25, 2001 of the Class SB Certificates: $----------- Master Servicer: Initial Certificate Principal Balance Residential Funding Corporation of this Certificate: $___________ Final Scheduled Distribution Date: CUSIP: ____________ May 25, 2031 Maturity Date: May 25, 2031 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2001-RZ2 evidencing a percentage interest in the distributions allocable to the Class SB Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or any of their affiliates. None of the Depositor, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Auer & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed and adjustable interest rate, first and second lien mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Depositor, the Master Servicer C-2 and The Chase Manhattan Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class SB-I Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Notional Amount of this Class SB Certificate as of any date of determination will be calculated as described in the Agreement. The Notional Amount hereof will be reduced by interest shortfalls on the Mortgage Loans including any Prepayment Interest Shortfalls not covered by Compensating Interest or Excess Cash Flow, and the interest portion of any Realized Losses incurred in respect thereof. This Class SB Certificate will accrue interest at the Pass-Through Rate on the Notional Amount as indicated in the definition of Accrued Certificate Interest in the Agreement. This Class SB Certificate will not accrue interest on its Certificate Principal Balance. No transfer of this Class SB Certificate will be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event that such a transfer is to be made, (i) the Trustee or the Depositor may require an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer is exempt (describing the applicable exemption and the basis therefor) from or is being made pursuant to the registration requirements of the Securities Act of 1933, as amended, and of any applicable statute of any state and (ii) the transferee shall execute an investment letter in the form described by the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Master Servicer and the Certificate Registrar acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such Federal and state laws. C-3 No transfer of this Certificate or any interest herein shall be made to any Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets") unless the Depositor, the Trustee and the Master Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Trustee and the Master Servicer that the purchase of this Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Master Servicer, the Trustee or the Trust Fund. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring this Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit O to the Agreement, which the Trustee may rely upon without further inquiry or investigation. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. 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 the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for C-4 registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer or the Depositor from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer (i) to purchase, at a price determined as provided in the Agreement, all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) to purchase in whole, but not in part, all of the Class A and Class SB Certificates from the Holders thereof; provided, that any such option may only be exercised if the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. C-5 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 Agreement or be valid for any purpose. C-6 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: May 30, 2001 THE CHASE MANHATTAN BANK, as Trustee By: --------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class SB Certificates referred to in the within-mentioned Agreement. THE CHASE MANHATTAN BANK, as Certificate Registrar By: --------------------------- Authorized Signatory C-7 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto -- (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: ------------------------------ ------------------------------------- Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to __________________________ for the account of __________________________, account number___________________________, or if mailed by check to _________________________________________. Applicable statements should be mailed to____________________________. This information is provided by __________________, the assignee named above, or________________________, as its agent. C-8 EXHIBIT D FORM OF CLASS R CERTIFICATE THE CLASS [R-I] [R-II] [R-III] CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS CONSTITUTING THE AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT"). THIS CLASS [R-I] [R-II] [R-III] CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT. THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE "AGREEMENT"). NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(F) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS D-1 EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. D-2 Class [R-I] [R-II] [R-III] Certificate No. 1 Date of Pooling and Servicing Percentage Interest: 100% Agreement and Cut-off Date: May 1, 2001 First Distribution Date: Initial Certificate Principal June 25, 2001 Balance of this Certificate: $0.00 Master Servicer: CUSIP:____________ Residential Funding Corporation MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE, SERIES 2001-RZ2 evidencing a percentage interest in any distributions allocable to the Class [R-I] [R- II] [R-III] Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans sold by RESIDENTIAL MORTGAGE PRODUCTS, INC. This Certificate is payable solely from the assets of the Trust Fund and does not represent an obligation of or interest in Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or any of their affiliates. None of the Depositor, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that _________________ is the registered owner of the Percentage Interest evidenced by this Certificate in certain distributions with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate, first lien mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Depositor, the Master Servicer and The Chase Manhattan Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding D-3 the month of such distribution (the "Record Date"), from the related Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class R Certificates on such Distribution Date. Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Master Servicer will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Master Servicer, which purchaser may be the Master Servicer, or any affiliate of the Master Servicer, on such terms and conditions as the Master Servicer may choose. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Holder of this Certificate may have additional obligations with respect to this Certificate, including tax liabilities. No transfer of this Class [R-I] [R-II] [R-III] Certificate will be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event that such a transfer is to be made, (i) the Trustee or the Depositor may require an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer is exempt (describing the applicable exemption and the basis therefor) from or is being made pursuant to the registration requirements of the Securities Act of 1933, as amended, and of any applicable statute of any state and (ii) the transferee shall execute an investment letter in the form described by the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Master Servicer and the Certificate Registrar acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such Federal and state laws. No transfer of this Certificate or any interest herein shall be made to any Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets") unless the Depositor, the Trustee and the Master Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Trustee and the Master Servicer that the purchase of this Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master D-4 Servicer, the Trustee or the Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Master Servicer, the Trustee or the Trust Fund. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring this Certificate with Plan Assets of a Plan may provide a certification in the form of paragraph fourteen of Exhibit H-1 to the Agreement, which the Trustee may rely upon without further inquiry or investigation. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. 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 the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. D-5 The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer or the Depositor from the Trust Fund of all remaining Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the related Certificates. The Agreement permits, but does not require, the Master Servicer (i) to purchase, at a price determined as provided in the Agreement, all remaining Loans and all property acquired in respect of any Mortgage Loan or (ii) to purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the aggregate Stated Principal Balance of the Loans, as applicable, as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Loans, as applicable. 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 Agreement or be valid for any purpose. D-6 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. THE CHASE MANHATTAN BANK, as Trustee By: -------------------------- Authorized Signatory Dated: May 30, 2001 CERTIFICATE OF AUTHENTICATION THE CHASE MANHATTAN BANK, as Certificate Registrar By: -------------------------- Authorized Signatory This is one of the Class [R-I] [R-II] [R-III] Certificates referred to in the within-mentioned Agreement. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) the beneficial interest evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: ----------------------- -------------------------------------------- Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to __________________________ for the account of __________________________, account number___________________________, or if mailed by check to _________________________________________. Applicable statements should be mailed to____________________________. This information is provided by __________________, the assignee named above, or________________________, as its agent. EXHIBIT E FORM OF CUSTODIAL AGREEMENT THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the "Agreement"), dated as of May 1, 2001, by and among THE CHASE MANHATTAN BANK, as trustee (including its successors under the Pooling Agreement defined below, the "Trustee"), RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as company (together with any successor in interest, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with any successor in interest or successor under the Pooling Agreement referred to below, the "Master Servicer") and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as custodian (together with any successor in interest or any successor appointed hereunder, the "Custodian"). W I T N E S S E T H T H A T : - - - - - - - - - - - - - - WHEREAS, the Company, the Master Servicer, and the Trustee have entered into a Pooling and Servicing Agreement, dated as of May 1, 2001, relating to the issuance of Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2 (as in effect on the date of this Agreement, the "Original Pooling Agreement," and as amended and supplemented from time to time, the "Pooling Agreement"); and WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of receiving and holding certain documents and other instruments delivered by the Company and the Master Servicer under the Pooling Agreement, all upon the terms and conditions and subject to the limitations hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Trustee, the Company, the Master Servicer and the Custodian hereby agree as follows: 1. Definitions Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned in the Original Pooling Agreement, unless otherwise required by the context herein. E-1 2. Custody of Mortgage Documents a. Custodian to Act as Agent; Acceptance of Mortgage Files. The Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage Loans identified on the schedule attached hereto (the "Mortgage Files") and declares that it holds and will hold the Mortgage Files as agent for the Trustee, in trust, for the use and benefit of all present and future Certificateholders. b. Recordation of Assignments. If any Mortgage File includes one or more assignments of the related Mortgages to the Trustee that have not been recorded, each such assignment shall be delivered by the Custodian to the Company for the purpose of recording it in the appropriate public office for real property records, and the Company, at no expense to the Custodian, shall promptly cause to be recorded in the appropriate public office for real property records each such assignment and, upon receipt thereof from such public office, shall return each such assignment to the Custodian. c. Review of Mortgage Files. i. On or prior to the Closing Date, the Custodian shall deliver to the Trustee an Initial Certification in the form annexed hereto as Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed on the Schedule attached hereto (the "Mortgage Loan Schedule"). The parties hereto acknowledge that certain documents referred to in Subsection 2.01(b)(i) of the Pooling Agreement may be missing on or prior to the Closing Date and such missing documents shall be listed as a Schedule to Exhibit One. ii. In the event that any Mortgage Note has been delivered to the Custodian by the Company endorsed to blank, the Custodian, upon the direction of the Company, shall cause each such Mortgage Note to be endorsed to the Trustee prior to the date on which the Interim Certification is delivered to the Trustee. Within 45 days of the initial issuance of the Certificates, the Custodian agrees, for the benefit of Certificateholders, to review in accordance with the provisions of Section 2.02 of the Pooling Agreement each Mortgage File and to deliver to the Trustee an Interim Certification in the form annexed hereto as Exhibit Two to the effect that all documents required to be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. For purposes of such review, the Custodian shall compare the following information in each Mortgage File to the corresponding information in the Mortgage Loan Schedule: (i) the loan number, (ii) the borrower name and (iii) the original principal balance. The Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face, or that the MIN is accurate. If in performing the review required by this Section 2.3 the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in respect of the items reviewed as described in this Section 2.3(b), the Custodian shall promptly so notify the Company, the Master Servicer and the Trustee. E-2 iii. Upon receipt of all documents required to be in the Mortgage Files the Custodian shall deliver to the Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage Files. Upon receipt of written request from the Trustee, the Company or the Master Servicer, the Custodian shall as soon as practicable supply the Trustee with a list of all of the documents relating to the Mortgage Loans required to be delivered pursuant to Section 2.01(b) of the Pooling Agreement not then contained in the Mortgage Files. d. Notification of Breaches of Representations and Warranties. Upon discovery by the Custodian of a breach of a representation or warranty made by the Master Servicer or the Company as set forth in the Pooling Agreement with respect to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt written notice to the Company, the Master Servicer and the Trustee. e. Custodian to Cooperate; Release of Mortgage Files. Upon the repurchase or substitution of any Mortgage Loan pursuant to Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Master Servicer shall immediately notify the Custodian by delivering to the Custodian a Request for Release (in the form of Exhibit Four attached hereto or a mutually acceptable electronic form) and shall request delivery to it of the Mortgage File. The Custodian agrees, upon receipt of such Request for Release, promptly to release to the Master Servicer the related Mortgage File. Upon written notification of a substitution, the Master Servicer shall deliver to the Custodian and the Custodian agrees to accept the Mortgage Note and other documents constituting the Mortgage File with respect to any Qualified Substitute Mortgage Loan, upon receiving written notification from the Master Servicer of such substitution. Upon receipt of a Request for Release from the Master Servicer, signed by a Servicing Officer, that (i) the Master Servicer or a Subservicer, as the case may be, has made a deposit into the Certificate Account in payment for the purchase of the related Mortgage Loan in an amount equal to the Purchase Price for such Mortgage Loan or (ii) the Company has chosen to substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan, the Custodian shall release to the Master Servicer the related Mortgage File. From time to time as is appropriate for the servicing or foreclosures of any Mortgage Loan, including, for this purpose, collection under any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master Servicer shall deliver to the Custodian a Request for Release certifying as to the reason for such release. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or such document to the Master Servicer. The Master Servicer shall cause each Mortgage File or any document therein so released to be returned to the Custodian when the need therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or (ii) the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered to the Custodian an updated Request for Release signed by a E-3 Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Immediately upon receipt of any Mortgage File returned to the Custodian by the Master Servicer, the Custodian shall deliver a signed acknowledgment to the Master Servicer, confirming receipt of such Mortgage File. Upon the request of the Master Servicer, the Custodian will send to the Master Servicer copies of any documents contained in the Mortgage File. f. Assumption Agreements. In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which shall be added to the related Mortgage File and, for all purposes, shall be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting parts thereof. 3. Concerning the Custodian a. Custodian a Bailee and Agent of the Trustee. With respect to each Mortgage Note, Mortgage and other documents constituting each Mortgage File which are delivered to the Custodian, the Custodian is exclusively the bailee and agent of the Trustee and has no instructions to hold any Mortgage Note or Mortgage for the benefit of any person other than the Trustee and the Certificateholders and undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. Except upon compliance with the provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other document constituting a part of a Mortgage File shall be delivered by the Custodian to the Company or the Master Servicer or otherwise released from the possession of the Custodian. The Master Servicer shall promptly notify the Custodian in writing if it shall no longer be a member of MERS, or if it otherwise shall no longer be capable of registering and recording Mortgage Loans using MERS. In addition, the Master Servicer shall (i) promptly notify the Custodian in writing when a MERS Mortgage Loan is no longer registered with and recorded under MERS and (ii) concurrently with any such deregistration of a MERS Mortgage Loan, prepare, execute and record an original assignment from MERS to the Trustee and deliver such assignment to the Custodian. b. Indemnification. The Company hereby agrees to indemnify and hold the Custodian harmless from and against all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature, which the Custodian may incur or with which the Custodian may be threatened by reason of its acting as custodian under this Agreement, including indemnification of the Custodian against any and all expenses, including attorney's fees if counsel for the Custodian has been approved by the Company, and the cost of defending any action, suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is specifically understood and agreed that in the event any such claim, liability, loss, E-4 action, suit or proceeding or other expense, fee or charge shall have been caused by reason of any negligent act, negligent failure to act or willful misconduct on the part of the Custodian, or which shall constitute a willful breach of its duties hereunder, the indemnification provisions of this Agreement shall not apply. c. Custodian May Own Certificates. The Custodian in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Custodian. d. Master Servicer to Pay Custodian's Fees and Expenses. The Master Servicer covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Custodian, and the Master Servicer will pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith. e. Custodian May Resign; Trustee May Remove Custodian. The Custodian may resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to its acting as Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee shall either take custody of the Mortgage Files itself and give prompt notice thereof to the Company, the Master Servicer and the Custodian, or promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If the Trustee shall not have taken custody of the Mortgage Files and no successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian. The Trustee may remove the Custodian at any time. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution subject to supervision or examination by federal or state authority and shall be able to satisfy the other requirements contained in Section 3.7 and shall be unaffiliated with the Master Servicer or the Company. Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant to any of the provisions of this Section 3.5 shall become effective upon acceptance of appointment by the successor Custodian. The Trustee shall give prompt notice to the Company and the Master Servicer of the appointment of any successor Custodian. No successor Custodian shall be appointed by the Trustee without the prior approval of the Company and the Master Servicer. f. Merger or Consolidation of Custodian. Any Person into which the Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any Person E-5 succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. g. Representations of the Custodian. The Custodian hereby represents that it is a depository institution subject to supervision or examination by a federal or state authority, has a combined capital and surplus of at least $15,000,000 and is qualified to do business in the jurisdictions in which it will hold any Mortgage File. 4. Miscellaneous Provisions a. Notices. All notices, requests, consents and demands and other communications required under this Agreement or pursuant to any other instrument or document delivered hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally, by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at the addresses specified on the signature page hereof (unless changed by the particular party whose address is stated herein by similar notice in writing), in which case the notice will be deemed delivered when received. b. Amendments. No modification or amendment of or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto, and neither the Company, the Master Servicer nor the Trustee shall enter into any amendment hereof except as permitted by the Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any amendment or supplement to the Pooling Agreement and furnish the Custodian with written copies thereof. c. SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. d. Recordation of Agreement. To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the Trustee (pursuant to the request of holders of Certificates evidencing undivided interests in the aggregate of not less than 25% of the Trust Fund), but only upon direction accompanied by an Opinion of Counsel reasonably satisfactory to the Master Servicer to the effect that the failure to effect such recordation is likely to materially and adversely affect the interests of the Certificateholders. For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. E-6 e. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the holders thereof. E-7 IN WITNESS WHEREOF, this Agreement is executed as of the date first above written. Address: THE CHASE MANHATTAN BANK, as Trustee 450 West 33rd Street, 14th Floor New York, New York 10001 By: ---------------------------- Attention: Structured Finance, Name: Mark McDermott Residential Asset Mortgage Title:Assistant Vice President Products, Inc., Series 2001-RZ2 Address: RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. 8400 Normandale Lake Boulevard Suite 600 Minneapolis, Minnesota 55437 By: ---------------------------- Name: Julie Steinhagen Title: Vice President Address: RESIDENTIAL FUNDING CORPORATION, as Master Servicer 8400 Normandale Lake Boulevard Suite 600 Minneapolis, Minnesota 55437 By: ---------------------------- Name: Randy Van Zee Title: Director Address: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION Mortgage Document Custody One Meridian Crossings - 3rd Floor Richfield, Minnesota 55423 By: ---------------------------- Name: Victoria O. Lange Title: Corporate Trust Officer E-8 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 30th day of May, 2001, before me, a notary public in and for said State, personally appeared Mark McDermott, known to me to be a Assistant Vice President of The Chase Manhattan Bank, a national banking association that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public [SEAL] E-9 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 30th day of May, 2001, before me, a notary public in and for said State, personally appeared Julie Steinhagen, known to me to be a Vice President of Residential Asset Mortgage Products, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public [Notarial Seal] STATE OF MINNESOTA ) ) ss: COUNTY OF HENNEPIN ) On the 30th day of May, 2001, before me, a notary public in and for said State, personally appeared, Randy Van Zee, known to me to be a Director of Residential Funding Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public [Notarial Seal] E-10 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 30th day of May, 2001, before me, a notary public in and for said State, personally appeared Victoria O. Lange known to me to be a Corporate Trust Officer of Wells Fargo Bank Minnesota, National Association, a national banking association that executed the within instrument, and also known to me to be the person who executed it on behalf of said national banking association, and acknowledged to me that such national banking association executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public [SEAL] E-11 EXHIBIT ONE FORM OF CUSTODIAN INITIAL CERTIFICATION May 30, 2001 The Chase Manhattan Bank 450 West 33rd Street, 14th Floor New York, New York 10001 Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series 2001-RZ2 Re: Custodial Agreement, dated as of May 1, 2001, by and among The Chase Manhattan Bank, Residential Asset Mortgage Products, Inc., Residential Funding Corporation and Wells Fargo Bank Minnesota, National Association, relating to Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2 Ladies and Gentlemen: In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject to Section 2.02 of the Pooling Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File (which contains an original Mortgage Note or an original Lost Note Affidavit with a copy of the related Mortgage Note) to the extent required in Section 2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- E-1 EXHIBIT TWO FORM OF CUSTODIAN INTERIM CERTIFICATION ________________ ____, 200__ The Chase Manhattan Bank 450 West 33rd Street, 14th Floor New York, New York 10001 Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series 2001-RZ2 Re: Custodial Agreement, dated as of May 1, 2001, by and among The Chase Manhattan Bank, Residential Asset Mortgage Products, Inc., Residential Funding Corporation and Wells Fargo Bank Minnesota, National Association, relating to Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2 Ladies and Gentlemen: In accordance with Section 2.3 of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required pursuant to Section 2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: all required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- E-2 EXHIBIT THREE FORM OF CUSTODIAN FINAL CERTIFICATION _____________ ___, 200__ The Chase Manhattan Bank 450 West 33rd Street, 14th Floor New York, New York 10001 Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series 2001-RZ2 Re: Custodial Agreement, dated as of May 1, 2001, by and among The Chase Manhattan Bank, Residential Asset Mortgage Products, Inc., Residential Funding Corporation and Wells Fargo Bank Minnesota, National Association, relating to Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2 Ladies and Gentlemen: In accordance with Section 2.3 of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan Schedule and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: all required documents referred to in Section 2.01(b) of the Pooling Agreement have been executed and received and that such documents related to the Mortgage Loans identified on the Mortgage Loan Schedule. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: ----------------------------------------------- Name: --------------------------------------------- Title: -------------------------------------------- E-3 EXHIBIT FOUR FORM OF REQUEST FOR RELEASE DATE: TO: RE: REQUEST FOR RELEASE OF DOCUMENTS In connection with the administration of the pool of Mortgage Loans held by you for the referenced pool, we request the release of the Mortgage Loan File described below. Series Supplement, to the Standard Terms of Pooling and Servicing Agreement, Dated: Series#: Account#: Pool#: Loan#: MIN#: Borrower Name(s): Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage Loan Repurchased "We hereby certify that all amounts received or to be received in connection with such payments which are required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement." Residential Funding Corporation Authorized Signature **************************************************************** TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing Agreement. Enclosed Documents: [ ] Promissory Note [ ] Primary Insurance Policy [ ] Mortgage or Deed of Trust [ ] Assignment(s) of Mortgage or Deed of Trust [ ] Title Insurance Policy [ ] Other: ------------------------------- Name Title Date E-4 EXHIBIT F MORTGAGE LOAN SCHEDULE TO BE PROVIDED UPON REQUEST. 1 RUN ON : 05/24/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 14.30.07 FIXED PASSTHRU REPORT AMORTIZED BALANCE SERIES : RAMP 2001-RZ2 CONFORMING CUTOFF : 05/01/01 POOL : 0004507 : : POOL STATUS: F RFC LOAN NUMBER SUB SERV FEE PRINCIPAL BALANCE MSTR SERV FEE CURR NOTE RATE ALL EXP RFC NET RATE MISC EXP NET MTG RATE(INVSTR RATE) SPREAD POST STRIP RATE STRIP --------------------------------------------------------------------------- 1993334 .2500 115,381.37 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 1994385 .2500 251,574.96 .0500 11.3750 .0000 11.1250 .0000 11.0750 .0000 11.0750 .0000 1996603 .2500 138,464.35 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 1996816 .2500 103,515.07 .0500 10.5000 .0000 10.2500 .0000 10.2000 .0000 10.2000 .0000 3541589 .2500 55,927.41 .0500 11.8750 .0000 11.6250 .0000 11.5750 .0000 11.5750 .0000 3553198 .2500 223,818.82 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 1 3751659 .2500 179,990.98 .0500 13.6250 .0000 13.3750 .0000 13.3250 .0000 13.3250 .0000 3806697 .2500 254,268.41 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 3817011 .2500 109,244.29 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 3818146 .2500 77,688.87 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 3842953 .2500 90,991.13 .0500 12.6250 .0000 12.3750 .0000 12.3250 .0000 12.3250 .0000 3844803 .5000 246,779.69 .0500 12.8750 .0000 12.3750 .0000 12.3250 .0000 12.3250 .0000 3869851 .2500 121,418.85 .0500 10.7500 .0000 10.5000 .0000 10.4500 .0000 10.4500 .0000 3908613 .2500 87,698.25 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 1 3922150 .2500 263,040.22 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 3922567 .2500 124,676.19 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 3934013 .2500 164,564.47 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 3935004 .5000 118,772.69 .0500 12.7500 .0000 12.2500 .0000 12.2000 .0000 12.2000 .0000 3939211 .2500 184,495.93 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 3963728 .2500 153,845.09 .0500 10.3750 .0000 10.1250 .0000 10.0750 .0000 10.0750 .0000 3963962 .2500 84,320.83 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 3967832 .2500 181,717.01 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 1 3971801 .2500 159,994.63 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 3975705 .2500 108,747.72 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 3985996 .2500 84,841.88 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 3986233 .2500 128,676.09 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 3987441 .2500 101,823.29 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 3992942 .2500 64,873.94 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 3995090 .2500 78,613.02 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4000268 .2500 81,880.87 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 1 4003979 .2500 164,538.82 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4007738 .2500 246,343.48 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4011389 .2500 186,628.91 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4018794 .2500 135,586.60 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4026052 .2500 103,766.12 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4026227 .2500 261,929.66 .0500 10.6250 .0000 10.3750 .0000 10.3250 .0000 10.3250 .0000 4026251 .2500 36,966.48 .0500 14.1250 .0000 13.8750 .0000 13.8250 .0000 13.8250 .0000 4027480 .2500 58,512.26 .0500 9.9900 .0000 9.7400 .0000 9.6900 .0000 9.6900 .0000 1 4028469 .2500 166,218.41 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4028823 .2500 120,783.20 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4029916 .2500 75,120.06 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4031817 .2500 174,469.77 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4032607 .2500 101,215.07 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4037165 .2500 135,111.55 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4038170 .2500 99,437.84 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4038644 .2500 91,841.54 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 1 4042271 .2500 116,379.52 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4044195 .2500 240,340.98 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 4044343 .2500 119,816.78 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4046404 .2500 136,213.66 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4058076 .2500 101,545.28 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4059747 .2500 170,675.35 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4061048 .2500 180,143.96 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4062685 .2500 153,709.08 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 1 4064175 .2500 87,625.63 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4064402 .2500 77,661.85 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4067421 .2500 263,015.21 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4069822 .2500 108,981.20 .0500 12.6250 .0000 12.3750 .0000 12.3250 .0000 12.3250 .0000 4069844 .2500 94,649.55 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4077825 .2500 150,722.17 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4080260 .2500 148,739.37 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4082602 .2500 89,714.64 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 1 4087394 .2500 52,343.29 .0500 10.3750 .0000 10.1250 .0000 10.0750 .0000 10.0750 .0000 4092762 .2500 219,584.42 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4092848 .2500 78,205.86 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4096220 .2500 119,756.81 .0500 10.5000 .0000 10.2500 .0000 10.2000 .0000 10.2000 .0000 4097601 .2500 170,646.56 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4099014 .2500 70,483.21 .0500 10.3750 .0000 10.1250 .0000 10.0750 .0000 10.0750 .0000 4099449 .2500 177,689.44 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4101534 .2500 65,407.57 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 1 4102749 .2500 111,804.58 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4103432 .2500 238,385.46 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4104475 .2500 102,855.02 .0500 11.1250 .0000 10.8750 .0000 10.8250 .0000 10.8250 .0000 4111984 .2500 166,359.22 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4112306 .2500 178,431.11 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4113665 .2500 168,639.56 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 4114192 .2500 79,894.74 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4115376 .2500 182,979.88 .0500 12.8750 .0000 12.6250 .0000 12.5750 .0000 12.5750 .0000 1 4119491 .2500 152,522.46 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4121436 .2500 224,674.02 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4122846 .2500 140,656.32 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4123575 .2500 171,483.93 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4123735 .2500 44,114.30 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4123915 .2500 66,224.23 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4123976 .2500 252,370.50 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 4124615 .2500 126,708.71 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 1 4124667 .2500 202,935.22 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4125114 .2500 87,525.39 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4126756 .2500 170,885.03 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4126961 .2500 129,779.14 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 4128377 .2500 227,408.11 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4129028 .2500 119,479.78 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4132764 .2500 149,185.84 .0500 12.2500 .0000 12.0000 .0000 11.9500 .0000 11.9500 .0000 4133312 .2500 210,821.58 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 1 4133334 .2500 80,927.81 .0500 11.8750 .0000 11.6250 .0000 11.5750 .0000 11.5750 .0000 4133361 .2500 89,876.31 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4135040 .2500 169,816.66 .0500 13.7500 .0000 13.5000 .0000 13.4500 .0000 13.4500 .0000 4135637 .2500 158,722.55 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4136817 .2500 185,308.20 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4138072 .2500 148,283.03 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 4143607 .2500 165,104.94 .0500 8.6250 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4143908 .2500 58,625.10 .0500 11.0000 .0000 10.7500 .0000 10.7000 .0000 10.7000 .0000 1 4144149 .2500 61,660.41 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4144954 .2500 79,918.88 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4147075 .2500 132,671.09 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4147158 .2500 144,800.73 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4148192 .2500 96,976.75 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 4151425 .2500 82,172.86 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4153041 .2500 64,107.00 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4153554 .2500 245,604.27 .0500 9.1250 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 1 4153818 .2500 99,861.58 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4155207 .2500 231,822.42 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4155659 .5000 117,500.03 .0500 10.2500 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4157786 .2500 134,804.40 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4158496 .2500 190,239.12 .0500 11.2500 .0000 11.0000 .0000 10.9500 .0000 10.9500 .0000 4159611 .2500 59,420.35 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4162379 .2500 135,698.27 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4162576 .2500 102,892.50 .0500 13.5000 .0000 13.2500 .0000 13.2000 .0000 13.2000 .0000 1 4163524 .2500 123,013.99 .0500 13.2500 .0000 13.0000 .0000 12.9500 .0000 12.9500 .0000 4163946 .2500 65,429.41 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4164653 .2500 128,277.82 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4165927 .2500 166,898.12 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4166014 .2500 52,627.99 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4166342 .2500 61,731.44 .0500 10.8750 .0000 10.6250 .0000 10.5750 .0000 10.5750 .0000 4166424 .2500 62,085.57 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4169803 .2500 132,714.44 .0500 10.6250 .0000 10.3750 .0000 10.3250 .0000 10.3250 .0000 1 4172282 .2500 134,724.22 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4178417 .2500 85,376.13 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4178764 .2500 249,306.08 .0500 10.3750 .0000 10.1250 .0000 10.0750 .0000 10.0750 .0000 4179949 .2500 148,005.23 .0500 9.0000 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 4181067 .2500 112,164.52 .0500 9.0000 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 4184076 .2500 164,754.59 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4186315 .2500 212,316.88 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4187810 .2500 114,788.37 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 1 4188747 .2500 161,266.03 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4188876 .2500 107,997.78 .0500 11.1250 .0000 10.8750 .0000 10.8250 .0000 10.8250 .0000 4190632 .2500 54,624.82 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4191855 .2500 245,575.07 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 4191924 .2500 163,235.43 .0500 13.8750 .0000 13.6250 .0000 13.5750 .0000 13.5750 .0000 4193871 .2500 107,500.52 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4194341 .2500 53,266.38 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4194531 .2500 72,744.14 .0500 10.3750 .0000 10.1250 .0000 10.0750 .0000 10.0750 .0000 1 4195832 .2500 89,991.52 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4196088 .2500 42,206.92 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4197824 .2500 79,844.86 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4198025 .2500 149,481.70 .0500 10.0000 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.2500 71,000.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4662300 .2500 161,500.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 1 4662303 .5000 107,500.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4662315 .2500 82,400.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4662722 .2500 53,473.68 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4662732 .2500 136,900.00 .0500 8.6250 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4667348 .2500 179,451.42 .0500 12.2500 .0000 12.0000 .0000 11.9500 .0000 11.9500 .0000 4668279 .2500 255,400.00 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4668525 .2500 52,000.00 .0500 9.0000 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 4668657 .2500 82,000.00 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 1 4668829 .2500 98,500.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4671025 .5000 177,800.00 .0500 8.7500 .0000 8.2500 .0000 8.2000 .0000 8.2000 .0000 4671032 .5000 215,070.00 .0500 9.1250 .0000 8.6250 .0000 8.5750 .0000 8.5750 .0000 4671050 .2500 167,500.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4671054 .2500 54,150.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4671059 .2500 285,000.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4671069 .5000 63,900.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4671070 .2500 121,350.00 .0500 9.0000 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 1 4671072 .2500 97,850.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4671076 .2500 90,640.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4671083 .5000 111,650.00 .0500 10.0000 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4671084 .5000 111,100.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4671087 .5000 121,283.00 .0500 11.0000 .0000 10.5000 .0000 10.4500 .0000 10.4500 .0000 4671787 .2500 74,900.00 .0500 8.7500 .0000 8.5000 .0000 8.4500 .0000 8.4500 .0000 4672583 .2500 92,700.00 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4678776 .5000 73,900.00 .0500 11.5000 .0000 11.0000 .0000 10.9500 .0000 10.9500 .0000 1 4678787 .2500 58,900.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4678790 .2500 187,450.00 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 4678794 .2500 196,000.00 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4678805 .2500 82,400.00 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4678817 .5000 129,800.00 .0500 9.0000 .0000 8.5000 .0000 8.4500 .0000 8.4500 .0000 4678821 .2500 159,650.00 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4678823 .2500 222,150.00 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4678832 .2500 106,400.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 1 4678839 .2500 150,350.00 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4678848 .2500 218,000.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4678852 .2500 96,400.00 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4678853 .5000 154,750.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4678854 .2500 240,000.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4678856 .5000 78,280.00 .0500 9.0000 .0000 8.5000 .0000 8.4500 .0000 8.4500 .0000 4678857 .2500 77,000.00 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4678863 .2500 130,295.00 .0500 10.3750 .0000 10.1250 .0000 10.0750 .0000 10.0750 .0000 1 4678865 .5000 82,400.00 .0500 9.3750 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 4679462 .2500 82,375.07 .0500 11.7500 .0000 11.5000 .0000 11.4500 .0000 11.4500 .0000 4680663 .2500 201,000.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4683614 .2500 100,000.00 .0500 8.5000 .0000 8.2500 .0000 8.2000 .0000 8.2000 .0000 4686366 .2500 70,300.00 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4686375 .2500 115,350.00 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 4686376 .5000 84,440.00 .0500 9.0000 .0000 8.5000 .0000 8.4500 .0000 8.4500 .0000 4686382 .5000 103,000.00 .0500 12.8750 .0000 12.3750 .0000 12.3250 .0000 12.3250 .0000 1 4686394 .2500 58,900.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4686403 .2500 151,000.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4686410 .2500 72,750.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4686412 .2500 190,000.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4686424 .2500 105,900.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4686425 .5000 129,000.00 .0500 8.8750 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4686426 .2500 144,000.00 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4686437 .5000 159,965.00 .0500 8.7500 .0000 8.2500 .0000 8.2000 .0000 8.2000 .0000 1 4686444 .5000 208,650.00 .0500 9.0000 .0000 8.5000 .0000 8.4500 .0000 8.4500 .0000 4690756 .2500 160,000.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4692100 .2500 137,924.62 .0500 9.0000 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 4692929 .2500 89,100.00 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4693218 .2500 65,550.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4694488 .2500 187,000.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4694491 .2500 58,500.00 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4694502 .2500 109,250.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 1 4694510 .2500 109,250.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4694528 .5000 144,290.00 .0500 8.8750 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4694531 .2500 81,000.00 .0500 10.3750 .0000 10.1250 .0000 10.0750 .0000 10.0750 .0000 4694538 .2500 97,850.00 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4694551 .2500 164,935.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4697671 .2500 99,500.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4697818 .2500 165,950.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4698884 .2500 198,644.23 .0500 9.1250 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 1 4700354 .2500 159,950.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4701860 .5000 130,000.00 .0500 8.6250 .0000 8.1250 .0000 8.0750 .0000 8.0750 .0000 4701887 .5000 154,080.00 .0500 8.7500 .0000 8.2500 .0000 8.2000 .0000 8.2000 .0000 4701892 .5000 119,000.00 .0500 9.3750 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 4701894 .2500 264,700.00 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4701917 .2500 260,000.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4701921 .5000 179,000.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4701926 .5000 69,800.00 .0500 10.0000 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 1 4702334 .2500 117,338.53 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4703152 .2500 114,500.00 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4708096 .2500 87,000.00 .0500 11.2500 .0000 11.0000 .0000 10.9500 .0000 10.9500 .0000 4708106 .2500 90,700.00 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4708109 .2500 119,700.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4708113 .5000 131,775.00 .0500 8.8750 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4708116 .2500 234,550.00 .0500 8.5000 .0000 8.2500 .0000 8.2000 .0000 8.2000 .0000 4708123 .5000 168,000.00 .0500 9.2500 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 1 4708126 .5000 167,835.00 .0500 9.1250 .0000 8.6250 .0000 8.5750 .0000 8.5750 .0000 4708127 .2500 137,557.00 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4708136 .2500 101,200.00 .0500 8.5000 .0000 8.2500 .0000 8.2000 .0000 8.2000 .0000 4709070 .2500 93,833.00 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4711797 .2500 186,000.00 .0500 8.8750 .0000 8.6250 .0000 8.5750 .0000 8.5750 .0000 4711990 .2500 66,550.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4715514 .5000 147,300.00 .0500 8.5000 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 4715526 .2500 141,700.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 1 4715544 .2500 119,000.00 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4715551 .5000 60,300.00 .0500 9.3750 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 4715552 .5000 175,650.00 .0500 8.5000 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 4715559 .5000 167,450.00 .0500 11.1250 .0000 10.6250 .0000 10.5750 .0000 10.5750 .0000 4715564 .2500 127,000.00 .0500 8.8750 .0000 8.6250 .0000 8.5750 .0000 8.5750 .0000 4715586 .2500 41,150.00 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4715591 .2500 192,000.00 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4715603 .2500 124,000.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 1 4715609 .5000 82,900.00 .0500 9.1250 .0000 8.6250 .0000 8.5750 .0000 8.5750 .0000 4715615 .2500 168,400.00 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4715619 .5000 98,900.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4715622 .2500 135,000.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4715626 .5000 84,975.00 .0500 9.8750 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4715627 .2500 58,500.00 .0500 9.0000 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 4715628 .2500 82,950.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4716252 .2500 87,400.00 .0500 8.8750 .0000 8.6250 .0000 8.5750 .0000 8.5750 .0000 1 4716303 .2500 69,000.00 .0500 11.7500 .0000 11.5000 .0000 11.4500 .0000 11.4500 .0000 4723343 .2500 48,950.00 .0500 10.3750 .0000 10.1250 .0000 10.0750 .0000 10.0750 .0000 4723350 .5000 160,450.00 .0500 8.8750 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4723366 .2500 233,000.00 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4723377 .2500 207,200.00 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4723390 .2500 164,748.00 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4723393 .2500 156,500.00 .0500 9.0000 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 4723409 .2500 128,000.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 1 4723418 .2500 87,650.00 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 4723419 .2500 144,343.00 .0500 9.0000 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 4723446 .5000 93,600.00 .0500 8.8750 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4723460 .2500 272,950.00 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4723473 .2500 104,500.00 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4723481 .2500 252,000.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4723483 .5000 162,600.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4723487 .5000 115,000.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 1 4723488 .2500 163,850.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4723489 .5000 80,250.00 .0500 8.8750 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4723495 .5000 92,000.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4723514 .5000 152,440.00 .0500 9.6250 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4723515 .5000 180,000.00 .0500 8.0000 .0000 7.5000 .0000 7.4500 .0000 7.4500 .0000 4723523 .5000 249,220.00 .0500 11.3750 .0000 10.8750 .0000 10.8250 .0000 10.8250 .0000 4723527 .5000 149,500.00 .0500 8.5000 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 4723532 .5000 198,900.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 1 4725004 .2500 125,000.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4726412 .2500 192,050.00 .0500 9.1250 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 4730661 .2500 79,900.00 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4730691 .2500 32,950.00 .0500 10.5000 .0000 10.2500 .0000 10.2000 .0000 10.2000 .0000 4730708 .2500 69,015.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4730711 .2500 136,950.00 .0500 8.2500 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 4730719 .2500 114,900.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4730725 .5000 144,200.00 .0500 9.8750 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 1 4730735 .2500 57,450.00 .0500 9.0000 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 4733342 .2500 149,800.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4737715 .2500 121,850.00 .0500 10.5000 .0000 10.2500 .0000 10.2000 .0000 10.2000 .0000 4737745 .5000 140,900.00 .0500 11.8750 .0000 11.3750 .0000 11.3250 .0000 11.3250 .0000 4737753 .2500 208,650.00 .0500 9.1250 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 4737762 .5000 77,147.00 .0500 9.7500 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4737765 .2500 163,250.00 .0500 9.1250 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 4740764 .2500 118,450.00 .0500 8.8750 .0000 8.6250 .0000 8.5750 .0000 8.5750 .0000 1 4742531 .2500 155,530.00 .0500 10.3750 .0000 10.1250 .0000 10.0750 .0000 10.0750 .0000 4744756 .2500 67,500.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4744773 .2500 101,650.00 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4744778 .2500 117,500.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4744787 .2500 50,800.00 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4744796 .2500 130,500.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4744799 .2500 141,110.00 .0500 8.8750 .0000 8.6250 .0000 8.5750 .0000 8.5750 .0000 4744803 .2500 59,850.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 1 4753209 .2500 35,600.00 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4753211 .5000 184,900.00 .0500 11.1250 .0000 10.6250 .0000 10.5750 .0000 10.5750 .0000 4753214 .2500 107,000.00 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4753273 .2500 231,699.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4753274 .2500 197,950.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4753277 .5000 177,400.00 .0500 11.2500 .0000 10.7500 .0000 10.7000 .0000 10.7000 .0000 4753290 .2500 205,000.00 .0500 9.0000 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 4762097 .2500 127,300.00 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 1 4769003 .5000 137,950.00 .0500 8.8750 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4769010 .2500 77,250.00 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 TOTAL NUMBER OF LOANS: 1296 TOTAL BALANCE........: 172,289,469.08 1 RUN ON : 05/24/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 14.30.07 INITIAL SECURITY FEES AMORTIZED BALANCE SERIES : RAMP 2001-RZ2 CON FIXED SUMMARY REPORT CUTOFF : 05/01/01 POOL : 0004507 : : POOL STATUS: F WEIGHTED AVERAGES FROM TO --------------------------------------------------------------------------- CURR NOTE RATE 9.6639 7.8750 14.1250 RFC NET RATE 9.3766 7.5000 13.8750 NET MTG RATE(INVSTR RATE) 9.3266 7.4500 13.8250 POST STRIP RATE 9.3266 7.4500 13.8250 SUB SERV FEE .2872 .2500 .5000 MSTR SERV FEE .0500 .0500 .0500 ALL EXP .0000 .0000 .0000 MISC EXP .0000 .0000 .0000 SPREAD .0000 .0000 .0000 STRIP .0000 .0000 .0000 TOTAL NUMBER OF LOANS: 1296 TOTAL BALANCE........: 172,289,469.08 *************************** * END OF REPORT * *************************** 1 RUN ON : 05/24/01 RFC DISCLOSURE SYSTEM RFFSD177-01 AT : 14.30.07 FIXED RATE LOAN LISTING AMORTIZED BALANCE SERIES : RAMP 2001-RZ2 CUTOFF : 05/01/01 POOL : 0004507 : : POOL STATUS: F RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE ORIG TERM PRINCIPAL BAL # OF UNITS ORIG RATE ORIGINAL P+I LTV CURR NET CURRENT P+I CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG SELLER LOAN # OCCP CODE MATURITY DATE INVESTOR LOAN # ______________________________________________________________________________ 1993334 526/G01 F 115,900.00 ZZ 360 115,381.37 2 10.125 1,027.83 100 9.875 1,027.83 VANCOUVER WA 98685 1 06/29/00 23 0432169159 05 08/01/00 0 0411283 O 07/01/30 0 1994385 286/G01 F 252,350.00 ZZ 360 251,574.96 1 11.375 2,474.97 103 11.125 2,474.97 CHANTILLY VA 20152 1 07/21/00 23 0432607083 03 09/01/00 0 000083503 O 08/01/30 0 1996603 526/G01 F 139,100.00 ZZ 360 138,464.35 1 9.500 1,169.63 107 9.250 1,169.63 PITTSBURGH PA 15224 1 07/18/00 23 0432229219 05 09/01/00 0 0412117 O 08/01/30 0 1996816 526/G01 F 103,900.00 ZZ 360 103,515.07 1 10.500 950.42 104 10.250 950.42 HAMPSTEAD NH 03841 1 07/28/00 23 0432217594 05 09/01/00 0 1 0413087 O 08/01/30 0 3541589 E22/G01 F 56,100.00 ZZ 360 55,927.41 1 11.875 571.66 103 11.625 571.66 SAN ANTONIO TX 78239 1 06/16/00 23 0411983927 05 08/01/00 0 0411983927 O 07/01/30 0 3553198 E22/G01 F 225,000.00 ZZ 360 223,818.82 1 9.875 1,953.78 100 9.625 1,953.78 LOS ANGELES CA 90044 1 06/15/00 23 0412008435 05 08/01/00 0 0412008435 O 07/01/30 0 3751659 664/G01 F 180,250.00 ZZ 360 179,990.98 1 13.625 2,082.35 103 13.375 2,082.35 PONTE VEDRA BEA FL 32082 1 09/11/00 23 0432699270 09 11/01/00 0 0003647005 O 10/01/30 0 3806697 R17/G01 F 255,100.00 ZZ 360 254,268.41 1 9.875 2,215.16 107 9.625 2,215.16 MIDDLETOWN TWP PA 19047 1 09/26/00 23 0432579068 05 11/01/00 0 1117101170 O 10/01/30 0 3817011 526/G01 F 110,000.00 ZZ 360 109,244.29 1 9.375 914.93 100 9.125 914.93 KINGWOOD TX 77339 1 10/02/00 23 0432380640 03 12/01/00 0 10730SR O 11/01/30 0 1 3818146 948/G01 F 77,900.00 ZZ 360 77,688.87 1 10.000 683.63 95 9.750 683.63 LEBANON OH 45036 1 10/17/00 23 0432391449 05 12/01/00 0 54157 N 11/01/30 0 3842953 526/G01 F 91,155.00 ZZ 360 90,991.13 1 12.625 981.71 103 12.375 981.71 SCOTTSDALE AZ 85251 1 10/04/00 23 0432382612 05 11/01/00 0 0424552 O 10/01/30 0 3844803 E22/G01 F 247,200.00 ZZ 360 246,779.69 1 12.875 2,710.39 103 12.375 2,710.39 FORT WASHINGTON MD 20744 1 09/29/00 23 0412116360 05 11/01/00 0 0412116360 O 10/01/30 0 3869851 F61/G01 F 121,700.00 ZZ 360 121,418.85 1 10.750 1,136.05 106 10.500 1,136.05 EAGLE POINT OR 97527 1 10/27/00 23 0432595643 05 12/01/00 0 41100015516 O 11/01/30 0 3908613 664/G01 F 88,000.00 ZZ 360 87,698.25 2 9.625 748.00 100 9.375 748.00 INDIANAPOLIS IN 46219 1 10/26/00 11 0432615789 05 12/01/00 35 0003702297 O 11/01/30 0 3922150 455/G01 F 263,500.00 ZZ 360 263,040.22 1 10.125 2,336.78 100 9.875 2,336.78 1 FRANKLIN TN 37069 1 12/15/00 23 0432496040 05 02/01/01 0 16000413 O 01/01/31 0 3922567 526/G01 F 124,900.00 ZZ 360 124,676.19 1 10.000 1,096.09 100 9.750 1,096.09 HERBRON MD 21830 1 12/20/00 23 0432655124 05 02/01/01 0 426893 O 01/01/31 0 3934013 F61/G01 F 165,000.00 ZZ 360 164,564.47 1 10.125 1,463.26 100 9.875 1,463.26 ANTIOCH CA 94509 1 10/30/00 23 0432581981 05 12/01/00 0 06100025713 O 11/01/30 0 3935004 E22/G01 F 118,950.00 ZZ 360 118,772.69 1 12.750 1,292.62 103 12.250 1,292.62 CALUMET IL 60409 1 10/27/00 23 0412210536 05 12/01/00 0 0412210536 O 11/01/30 0 3939211 526/G01 F 184,923.00 ZZ 360 184,495.93 1 9.875 1,605.78 100 9.625 1,605.78 GILBERT AZ 85233 1 11/15/00 23 0432557403 03 01/01/01 0 0429641 O 12/01/30 0 3963728 E84/G01 F 154,100.00 ZZ 360 153,845.09 1 10.375 1,395.23 100 10.125 1,395.23 SAN DIEGO CA 92114 1 12/06/00 23 0432602126 05 02/01/01 0 32900041 O 01/01/31 0 1 3963962 T24/G01 F 84,550.00 ZZ 360 84,320.83 1 10.000 741.99 95 9.750 741.99 CALUMET CITY IL 60409 1 10/19/00 23 0432625275 05 12/01/00 0 09773488 N 11/01/30 0 3967832 T24/G01 F 182,300.00 ZZ 360 181,717.01 1 9.750 1,566.24 103 9.500 1,566.24 ALHAMBRA CA 91801 1 10/13/00 23 0432767713 01 12/01/00 0 09773411 O 11/01/30 0 3971801 E22/G01 F 160,500.00 ZZ 360 159,994.63 1 10.125 1,423.35 107 9.875 1,423.35 ROCHESTER HILLS MI 48307 1 11/07/00 23 0412147472 05 01/01/01 0 0412147472 O 12/01/30 0 3975705 526/G01 F 109,000.00 ZZ 360 108,747.72 1 9.875 946.50 107 9.625 946.50 BAYVILLE NJ 08721 1 11/30/00 23 0432581635 05 01/01/01 0 0431625 O 12/01/30 0 3985996 948/G01 F 84,965.00 ZZ 360 84,841.88 1 9.625 722.20 100 9.375 722.20 COOS BAY OR 97420 1 01/22/01 23 0432615052 05 03/01/01 0 55318 O 02/01/31 0 3986233 U05/G01 F 128,800.00 ZZ 360 128,676.09 1 1 9.625 1,094.79 100 9.375 1,094.79 VANCOUVER WA 98683 1 02/08/01 23 0432617272 05 04/01/01 0 3084892 O 03/01/31 0 3987441 T24/G01 F 102,100.00 ZZ 360 101,823.29 1 10.000 896.00 95 9.750 896.00 OAKLAND CA 94603 1 10/18/00 23 0432570802 01 12/01/00 0 09773579 N 11/01/30 0 3992942 U05/G01 F 65,000.00 ZZ 360 64,873.94 1 9.625 552.49 100 9.375 552.49 LITTLE CANADA MN 55117 1 12/20/00 23 0432609162 05 02/01/01 0 3084185 O 01/01/31 0 3995090 T08/G01 F 78,795.00 ZZ 360 78,613.02 1 9.875 684.22 103 9.625 684.22 TOLEDO OH 43606 1 11/16/00 23 0432491975 05 01/01/01 0 5060001 O 12/01/30 0 4000268 Q64/G01 F 82,390.00 ZZ 360 81,880.87 1 10.250 738.30 107 10.000 738.30 PHILADELPHIA PA 19138 5 11/28/00 23 0432664407 05 02/01/01 0 5200243600 O 01/01/31 0 4003979 526/G01 F 164,900.00 ZZ 360 164,538.82 1 10.125 1,462.37 100 9.875 1,462.37 MARLTON NJ 08053 1 11/21/00 23 0432589695 05 01/01/01 0 1 431083 O 12/01/30 0 4007738 T24/G01 F 247,200.00 ZZ 360 246,343.48 1 10.000 2,169.36 103 9.750 2,169.36 NAPA CA 94559 1 10/24/00 23 0432749232 05 12/01/00 0 09765627 O 11/01/30 0 4011389 526/G01 F 189,000.00 ZZ 180 186,628.91 1 9.750 2,002.20 107 9.500 2,002.20 MIAMI FL 33196 5 11/28/00 23 0432655389 05 01/01/01 0 0430619 O 12/01/15 0 4018794 526/G01 F 136,030.00 ZZ 360 135,586.60 1 9.875 1,181.21 100 9.625 1,181.21 KISSIMMEE FL 34743 1 09/21/00 23 0432622199 03 11/01/00 0 0423018 O 10/01/30 0 4026052 664/G01 F 104,000.00 ZZ 360 103,766.12 1 10.000 912.67 100 9.750 912.67 PEMBROKE PINES FL 33026 1 11/30/00 23 0432537728 09 01/01/01 0 0003732435 O 12/01/30 0 4026227 526/G01 F 262,341.00 ZZ 360 261,929.66 1 10.625 2,424.29 103 10.375 2,424.29 CORONA CA 92880 1 12/18/00 23 0432624492 05 02/01/01 0 0432598 O 01/01/31 0 1 4026251 526/G01 F 37,000.00 ZZ 360 36,966.48 1 14.125 442.07 100 13.875 442.07 EUCLID OH 44123 1 12/06/00 23 0432562411 01 01/01/01 0 430208 O 12/01/30 0 4027480 M43/G01 F 58,700.00 ZZ 360 58,512.26 1 9.990 514.71 100 9.740 514.71 CINCINNATI OH 45239 1 10/05/00 23 0432606721 05 11/01/00 0 999999953 O 10/01/30 0 4028469 526/G01 F 166,550.00 ZZ 360 166,218.41 1 9.500 1,400.44 105 9.250 1,400.44 JACKSONVILLE FL 32225 1 12/01/00 23 0432623742 05 02/01/01 0 0429884 O 01/01/31 0 4028823 526/G01 F 121,000.00 ZZ 360 120,783.20 1 10.000 1,061.86 105 9.750 1,061.86 PORTLAND OR 97203 1 12/01/00 23 0432599884 05 02/01/01 0 0428903 O 01/01/31 0 4029916 526/G01 F 75,300.00 ZZ 360 75,120.06 1 10.000 660.81 107 9.750 660.81 MARGATE FL 33068 1 11/30/00 23 0432587731 05 01/01/01 0 0430429 O 12/01/30 0 4031817 069/G01 F 174,800.00 ZZ 360 174,469.77 2 9.750 1,501.81 95 9.500 1,501.81 1 LOS ANGELES CA 90042 1 12/22/00 23 0432615334 05 02/01/01 0 35188098736 N 01/01/31 0 4032607 664/G01 F 101,450.00 ZZ 360 101,215.07 1 10.000 890.30 99 9.750 890.30 LENA IL 61048 1 12/14/00 23 0432616308 05 02/01/01 0 0003731726 O 01/01/31 0 4037165 526/G01 F 135,450.00 ZZ 360 135,111.55 1 9.500 1,138.94 105 9.250 1,138.94 NEW KENSINGTON PA 15068 1 12/04/00 23 0432569713 05 01/01/01 0 0432430 O 12/01/30 0 4038170 526/G01 F 99,662.00 ZZ 360 99,437.84 1 10.000 874.61 100 9.750 874.61 SONORA CA 95370 1 11/21/00 23 0432585537 05 01/01/01 0 0431903 O 12/01/30 0 4038644 526/G01 F 92,020.00 ZZ 360 91,841.54 1 9.625 782.16 107 9.375 782.16 KOKOMO IN 46902 2 12/15/00 23 0432682193 05 02/01/01 0 0431860 O 01/01/31 0 4042271 526/G01 F 116,635.00 ZZ 360 116,379.52 1 10.125 1,034.35 107 9.875 1,034.35 DORCHESTER MA 02122 1 11/30/00 23 0432685998 01 01/01/01 0 0431402 O 12/01/30 0 1 4044195 526/G01 F 240,750.00 ZZ 360 240,340.98 1 10.250 2,157.36 107 10.000 2,157.36 CHANDLER AZ 85248 5 12/01/00 23 0432578979 03 02/01/01 0 433041 O 01/01/31 0 4044343 808/G01 F 120,000.00 ZZ 360 119,816.78 1 9.375 998.10 100 9.125 998.10 FONTANA CA 92335 1 01/12/01 23 0432569515 05 03/01/01 0 00000 O 02/01/31 0 4046404 526/G01 F 136,500.00 ZZ 360 136,213.66 1 9.250 1,122.95 100 9.000 1,122.95 BALTIMORE OH 43105 1 12/06/00 23 0432594620 05 02/01/01 0 0431977 O 01/01/31 0 4058076 526/G01 F 101,950.00 ZZ 360 101,545.28 1 9.500 857.25 103 9.250 857.25 MIAMI FL 33183 1 12/13/00 23 0432585941 09 02/01/01 0 0433221 O 01/01/31 0 4059747 642/G01 F 171,050.00 ZZ 360 170,675.35 1 10.125 1,516.91 96 9.875 1,516.91 WHEELING IL 60090 1 11/21/00 23 0432460533 05 01/01/01 0 10131800 O 12/01/30 0 4061048 U05/G01 F 180,476.00 ZZ 360 180,143.96 1 1 9.875 1,567.16 105 9.625 1,567.16 DUNEDIN FL 34698 1 12/29/00 23 0432567832 09 02/01/01 0 3088106 O 01/01/31 0 4062685 664/G01 F 154,000.00 ZZ 360 153,709.08 1 9.750 1,323.10 100 9.500 1,323.10 SPRINGFIELD OR 97478 1 12/18/00 23 0432619054 05 02/01/01 0 0003697182 O 01/01/31 0 4064175 E84/G01 F 87,900.00 ZZ 360 87,625.63 1 9.875 763.28 100 9.625 763.28 SALEM OR 97302 1 12/12/00 23 0432640464 05 02/01/01 0 60702434 O 01/01/31 0 4064402 T08/G01 F 77,805.00 ZZ 360 77,661.85 1 9.875 675.62 95 9.625 675.62 ROSWELL GA 30076 1 12/12/00 10 0432642155 07 02/01/01 30 5010029 N 01/01/31 0 4067421 U05/G01 F 263,500.00 ZZ 360 263,015.21 1 9.875 2,288.10 100 9.625 2,288.10 NORTH HILLS CA 91343 1 12/19/00 23 0432595981 05 02/01/01 0 3089287 O 01/01/31 0 4069822 A11/G01 F 109,180.00 ZZ 360 108,981.20 1 12.625 1,175.84 103 12.375 1,175.84 SMETHPORT PA 16749 1 12/21/00 23 0432589299 05 01/21/01 0 1 4610404497 O 12/21/30 0 4069844 696/G01 F 94,900.00 ZZ 360 94,649.55 1 10.125 841.59 95 9.875 841.59 DISTRICT HEIGHT MD 20747 1 11/07/00 23 0432454866 03 12/01/00 0 20200053 N 11/01/30 0 4077825 526/G01 F 151,000.00 ZZ 360 150,722.17 1 9.875 1,311.21 100 9.625 1,311.21 PLANO TX 75025 1 12/20/00 23 0432575777 05 02/01/01 0 0434017 O 01/01/31 0 4080260 700/G01 F 149,000.00 ZZ 360 148,739.37 1 10.125 1,321.37 100 9.875 1,321.37 MIDDLETOWN CA 95461 1 12/26/00 23 0432577187 03 02/01/01 0 00254411 O 01/01/31 0 4082602 526/G01 F 89,880.00 ZZ 360 89,714.64 1 9.875 780.47 100 9.625 780.47 CASA GRANDE AZ 85222 1 12/13/00 23 0432622165 05 02/01/01 0 0433852 O 01/01/31 0 4087394 526/G01 F 52,430.00 ZZ 360 52,343.29 1 10.375 474.70 107 10.125 474.70 PHOENIX AZ 85016 1 12/13/00 23 0432619237 01 02/01/01 0 0431693 O 01/01/31 0 1 4092762 700/G01 F 220,000.00 ZZ 360 219,584.42 1 9.750 1,890.14 100 9.500 1,890.14 DALLAS TX 75209 1 12/21/00 23 0432579936 03 02/01/01 0 00254543 O 01/01/31 0 4092848 526/G01 F 78,350.00 ZZ 360 78,205.86 1 9.875 680.35 95 9.625 680.35 VICKSBURG MS 39180 1 12/19/00 23 0432638468 05 02/01/01 0 0434932 N 01/01/31 0 4096220 526/G01 F 119,950.00 ZZ 360 119,756.81 1 10.500 1,097.23 100 10.250 1,097.23 NOGALES AZ 85621 5 12/15/00 23 0432575694 05 02/01/01 0 0434430 O 01/01/31 0 4097601 U05/G01 F 171,000.00 ZZ 360 170,646.56 1 9.625 1,453.48 100 9.375 1,453.48 CHULA VISTA CA 91911 1 12/28/00 23 0432563765 05 02/01/01 0 3090592 O 01/01/31 0 4099014 Q64/G01 F 70,600.00 ZZ 360 70,483.21 1 10.375 639.22 107 10.125 639.22 POMPANO BEACH FL 33064 1 12/08/00 23 0432724383 01 02/01/01 0 0101476802 O 01/01/31 0 4099449 700/G01 F 178,000.00 ZZ 360 177,689.44 1 10.125 1,578.54 100 9.875 1,578.54 1 SAN DIEGO CA 92117 1 12/26/00 23 0432617694 01 02/01/01 0 00254297 O 01/01/31 0 4101534 642/G01 F 65,500.00 ZZ 360 65,407.57 1 9.750 562.75 95 9.500 562.75 DELMAR MD 21875 1 01/26/01 23 0432581221 05 03/01/01 0 12198100 N 02/01/31 0 4102749 T34/G01 F 112,000.00 ZZ 360 111,804.58 1 10.125 993.24 100 9.875 993.24 DUMFRIES VA 22026 1 12/27/00 23 0432562692 09 02/01/01 0 9001662 O 01/01/31 0 4103432 B57/G01 F 238,750.00 ZZ 360 238,385.46 2 9.375 1,985.80 100 9.125 1,985.80 LOS ANGELES CA 91601 1 01/12/01 23 0432619302 05 03/01/01 0 2015984 O 02/01/31 0 4104475 286/G01 F 103,000.00 ZZ 360 102,855.02 1 11.125 990.64 103 10.875 990.64 SAVANNAH GA 31419 5 12/07/00 23 0432588929 05 02/01/01 0 0000154879 O 01/01/31 0 4111984 U05/G01 F 166,650.00 ZZ 360 166,359.22 2 10.125 1,477.89 100 9.875 1,477.89 COLFAX CA 95713 1 12/21/00 23 0432575934 05 02/01/01 0 3086100 O 01/01/31 0 1 4112306 808/G01 F 178,690.00 ZZ 360 178,431.11 1 9.625 1,518.85 107 9.375 1,518.85 ROSEMEAD CA 91770 1 01/05/01 23 0432640233 05 03/01/01 0 9317125 O 02/01/31 0 4113665 T24/G01 F 169,000.00 ZZ 360 168,639.56 1 10.250 1,514.41 100 10.000 1,514.41 SAN DIEGO CA 92104 1 11/21/00 23 0432619096 01 01/01/01 0 09782039 O 12/01/30 0 4114192 664/G01 F 80,050.00 ZZ 360 79,894.74 1 9.625 680.42 107 9.375 680.42 MINNEAPOLIS MN 55407 1 12/27/00 23 0432615979 05 02/01/01 0 0003718517 O 01/01/31 0 4115376 E86/G01 F 183,200.00 ZZ 360 182,979.88 1 12.875 2,008.67 103 12.625 2,008.67 CALEXICO CA 92231 1 11/29/00 23 0432590750 05 01/01/01 0 0000084992 O 12/01/30 0 4119491 526/G01 F 154,080.00 ZZ 180 152,522.46 1 9.625 1,620.58 106 9.375 1,620.58 ANTIOCH TN 37013 2 12/26/00 23 0432732964 03 02/01/01 0 435368 O 01/01/16 0 4121436 526/G01 F 225,000.00 ZZ 360 224,674.02 1 1 9.625 1,912.48 100 9.375 1,912.48 MOORPARK CA 93021 1 01/24/01 23 0432628592 09 03/01/01 0 0435802 O 02/01/31 0 4122846 664/G01 F 140,950.00 ZZ 360 140,656.32 1 9.625 1,198.06 100 9.375 1,198.06 PUYALLUP WA 98373 1 12/27/00 23 0432702199 05 02/01/01 0 0003696960 O 01/01/31 0 4123575 U05/G01 F 171,800.00 ZZ 360 171,483.93 1 9.875 1,491.82 100 9.625 1,491.82 PEORIA AZ 85382 1 12/29/00 23 0432572824 03 02/01/01 0 3093260 O 01/01/31 0 4123735 526/G01 F 44,175.00 ZZ 360 44,114.30 1 9.875 383.59 95 9.625 383.59 MEMPHIS TN 38127 1 01/12/01 23 0432601441 05 03/01/01 0 435567 N 02/01/31 0 4123915 U59/G01 F 66,340.00 T 360 66,224.23 1 10.125 588.32 107 9.875 588.32 BALTIMORE MD 21224 1 01/22/01 23 0432578896 05 02/22/01 0 01933800729337 O 01/22/31 0 4123976 T24/G01 F 252,800.00 ZZ 360 252,370.50 1 10.250 2,265.34 105 10.000 2,265.34 RANCHO CUCAMONG CA 91739 1 11/30/00 23 0432628519 05 02/01/01 0 1 09780202 O 01/01/31 0 4124615 U05/G01 F 127,000.00 ZZ 360 126,708.71 1 9.250 1,044.80 100 9.000 1,044.80 POWDER SPRINGS GA 30127 1 01/02/01 23 0432576015 05 03/01/01 0 3092886 O 02/01/31 0 4124667 U05/G01 F 203,200.00 ZZ 360 202,935.22 2 10.125 1,802.02 95 9.875 1,802.02 CHICAGO IL 60639 1 01/23/01 23 0432577286 05 03/01/01 0 3087367 N 02/01/31 0 4125114 526/G01 F 87,700.00 ZZ 360 87,525.39 1 9.500 737.43 102 9.250 737.43 MESA AZ 85201 2 12/28/00 23 0432616910 05 02/01/01 0 0435793 O 01/01/31 0 4126756 526/G01 F 171,200.00 ZZ 360 170,885.03 1 9.875 1,486.61 107 9.625 1,486.61 PEORIA AZ 85381 5 12/28/00 23 0432609733 05 02/01/01 0 0434797 O 01/01/31 0 4126961 E84/G01 F 130,000.00 ZZ 360 129,779.14 2 10.250 1,164.93 100 10.000 1,164.93 TACOMA WA 98405 1 12/27/00 23 0432723831 05 02/01/01 0 61202695 O 01/01/31 0 1 4128377 L86/G01 F 227,850.00 ZZ 360 227,408.11 1 9.625 1,936.70 101 9.375 1,936.70 CORONA CA 92881 1 12/28/00 23 0432627222 29 02/01/01 0 07011025 O 01/01/31 0 4129028 526/G01 F 119,700.00 ZZ 360 119,479.78 1 9.875 1,039.41 95 9.625 1,039.41 PHOENIX AZ 85021 1 12/28/00 23 0432580538 05 02/01/01 0 0435188 N 01/01/31 0 4132764 K81/G01 F 149,350.00 ZZ 360 149,185.84 1 12.250 1,565.03 103 12.000 1,565.03 LONGWOOD FL 32779 1 12/29/00 23 0432672608 03 02/01/01 0 2501375 O 01/01/31 0 4133312 L86/G01 F 211,200.00 ZZ 360 210,821.58 2 10.000 1,853.43 100 9.750 1,853.43 CORONA CA 92882 1 12/27/00 23 0432599934 29 02/01/01 0 07011066 O 01/01/31 0 4133334 526/G01 F 81,000.00 ZZ 360 80,927.81 1 11.875 825.39 100 11.625 825.39 CLEVELAND HEIGH OH 44112 1 01/16/01 23 0432733228 05 03/01/01 0 0435530 O 02/01/31 0 4133361 808/G01 F 90,000.00 ZZ 360 89,876.31 1 9.875 781.52 100 9.625 781.52 1 SONORA CA 95370 1 01/02/01 23 0432568319 05 03/01/01 0 9418956 O 02/01/31 0 4135040 A11/G01 F 169,950.00 ZZ 360 169,816.66 1 13.750 1,980.11 103 13.500 1,980.11 MADISON HEIGHTS MI 48071 1 01/05/01 23 0432557577 05 02/05/01 0 1610439128 O 01/05/31 0 4135637 E82/G01 F 159,000.00 ZZ 360 158,722.55 1 10.125 1,410.05 105 9.875 1,410.05 BEAR DE 19701 5 12/22/00 23 0400348660 05 02/01/01 0 0400348660 O 01/01/31 0 4136817 664/G01 F 185,550.00 ZZ 360 185,308.20 1 10.125 1,645.50 100 9.875 1,645.50 BRADENTON FL 34202 1 01/12/01 23 0432600831 05 03/01/01 0 0003786514 O 02/01/31 0 4138072 664/G01 F 148,600.00 ZZ 360 148,283.03 1 10.250 1,331.61 104 10.000 1,331.61 BRADENTON FL 34203 1 11/30/00 23 0432587988 03 01/01/01 0 0003712098 O 12/01/30 0 4143607 U05/G01 F 165,400.00 ZZ 360 165,104.94 1 8.625 1,286.46 100 8.375 1,286.46 ALOHA OR 97007 5 01/18/01 23 0432596757 03 03/01/01 0 3094757 O 02/01/31 0 1 4143908 526/G01 F 58,710.00 ZZ 360 58,625.10 1 11.000 559.11 103 10.750 559.11 INDIANAPOLIS IN 46203 5 01/04/01 23 0432597813 05 02/01/01 0 0435484 O 01/01/31 0 4144149 526/G01 F 61,750.00 ZZ 360 61,660.41 1 9.625 524.87 95 9.375 524.87 LAS CRUCES NM 88005 1 01/31/01 23 0432692325 05 03/01/01 0 0437170 N 02/01/31 0 4144954 U05/G01 F 80,000.00 ZZ 360 79,918.88 1 9.375 665.40 100 9.125 665.40 MESA AZ 85201 1 02/14/01 23 0432693034 01 04/01/01 0 3104303 O 03/01/31 0 4147075 U05/G01 F 132,950.00 ZZ 360 132,671.09 1 9.250 1,093.75 107 9.000 1,093.75 CHICAGO IL 60631 1 01/05/01 23 0432558203 01 02/01/01 0 3077330 O 01/01/31 0 4147158 526/G01 F 145,000.00 ZZ 360 144,800.73 1 9.875 1,259.11 100 9.625 1,259.11 ALBUQUERQUE NM 87109 1 01/04/01 23 0432682615 05 03/01/01 0 0436775 O 02/01/31 0 4148192 069/G01 F 97,200.00 ZZ 360 96,976.75 1 1 10.250 871.02 90 10.000 871.02 SUN CITY CA 92586 1 01/11/01 23 0432579001 03 03/01/01 0 21488103577 N 02/01/31 0 4151425 U59/G01 F 82,283.00 ZZ 360 82,172.86 1 10.000 722.10 107 9.750 722.10 MAYBROOK NY 12543 1 02/01/01 23 0432602506 07 03/01/01 0 800740165 O 02/01/31 0 4153041 526/G01 F 64,200.00 ZZ 360 64,107.00 1 9.625 545.69 107 9.375 545.69 INDIANAPOLIS IN 46241 1 01/16/01 23 0432608198 05 03/01/01 0 436699 O 02/01/31 0 4153554 964/G01 F 246,000.00 ZZ 360 245,604.27 1 9.125 2,001.54 104 8.875 2,001.54 TRABUCO CANYON CA 92679 1 01/22/01 23 0432626893 03 03/01/01 0 97066 O 02/01/31 0 4153818 Q01/G01 F 99,999.00 ZZ 360 99,861.58 1 9.875 868.34 100 9.625 868.34 STERLING HEIGHT MI 48312 1 01/24/01 23 0432580355 01 03/01/01 0 33843 O 02/01/31 0 4155207 U05/G01 F 232,150.00 ZZ 360 231,822.42 1 9.750 1,994.53 107 9.500 1,994.53 CITRUS HEIGHTS CA 95610 5 01/09/01 23 0432602290 05 03/01/01 0 1 3089441 O 02/01/31 0 4155659 E22/G01 F 117,700.00 ZZ 360 117,500.03 2 10.250 1,054.71 107 9.750 1,054.71 FORT WAYNE IN 46802 1 01/04/01 23 0412259293 05 02/01/01 0 0412259293 O 01/01/31 0 4157786 808/G01 F 135,000.00 ZZ 360 134,804.40 1 9.625 1,147.49 100 9.375 1,147.49 FONTANA CA 92336 1 01/27/01 23 0432594943 05 03/01/01 0 9317428 O 02/01/31 0 4158496 642/G01 F 190,500.00 ZZ 360 190,239.12 1 11.250 1,850.25 103 11.000 1,850.25 CHICAGO IL 60707 1 12/22/00 23 0432615185 05 02/01/01 0 10193700 O 01/01/31 0 4159611 526/G01 F 59,500.00 ZZ 360 59,420.35 4 10.000 522.16 100 9.750 522.16 COLUMBUS OH 43227 1 01/16/01 23 0432629053 05 03/01/01 0 0436234 O 02/01/31 0 4162379 964/G01 F 135,890.00 ZZ 360 135,698.27 1 9.750 1,167.50 107 9.500 1,167.50 SOMERSET CA 95684 1 01/17/01 23 0432609097 05 03/01/01 0 98691 O 02/01/31 0 1 4162576 T34/G01 F 103,000.00 ZZ 360 102,892.50 1 13.500 1,179.77 103 13.250 1,179.77 SILVER SPRING MD 20902 1 11/14/00 23 0432732352 01 01/01/01 0 9001182 O 12/01/30 0 4163524 T34/G01 F 123,150.00 ZZ 360 123,013.99 1 13.250 1,386.39 103 13.000 1,386.39 LAUREL MD 20707 1 11/30/00 23 0432701217 05 01/01/01 0 9001301 O 12/01/30 0 4163946 T24/G01 F 65,550.00 ZZ 360 65,429.41 1 9.875 569.20 95 9.625 569.20 LEESBURG VA 20176 1 12/21/00 23 0432686202 01 02/01/01 0 09961939 N 01/01/31 0 4164653 808/G01 F 128,474.00 ZZ 360 128,277.82 2 9.375 1,068.59 107 9.125 1,068.59 LOS ANGELES CA 90033 1 01/17/01 23 0432622314 05 03/01/01 0 9317259 O 02/01/31 0 4165927 T24/G01 F 169,000.00 ZZ 180 166,898.12 1 9.375 1,752.01 107 9.125 1,752.01 NEWARK DE 19711 1 12/15/00 23 0432628188 05 02/01/01 0 09785552 O 01/01/16 0 4166014 T24/G01 F 52,725.00 ZZ 360 52,627.99 1 9.875 457.84 95 9.625 457.84 1 BREMERTON WA 98312 1 12/22/00 23 0432765220 05 02/01/01 0 09963071 N 01/01/31 0 4166342 664/G01 F 61,800.00 ZZ 360 61,731.44 1 10.875 582.71 103 10.625 582.71 NAUGATUCK CT 06770 1 01/18/01 23 0432657831 01 03/01/01 0 0003657137 O 02/01/31 0 4166424 T24/G01 F 62,200.00 ZZ 360 62,085.57 1 9.875 540.11 95 9.625 540.11 LEESBURG VA 20176 1 12/22/00 23 0432570935 01 02/01/01 0 09961938 N 01/01/31 0 4169803 069/G01 F 132,870.00 ZZ 360 132,714.44 1 10.625 1,227.85 103 10.375 1,227.85 LAWNDALE CA 90260 1 01/10/01 23 0432619120 01 03/01/01 0 22188099205 O 02/01/31 0 4172282 U05/G01 F 134,900.00 ZZ 360 134,724.22 2 10.125 1,196.32 100 9.875 1,196.32 WORCESTER MA 01606 1 01/12/01 23 0432729051 05 03/01/01 0 3081495 O 02/01/31 0 4178417 526/G01 F 85,500.00 ZZ 360 85,376.13 1 9.625 726.74 100 9.375 726.74 HOUSTON TX 77062 1 01/19/01 23 0432739886 03 03/01/01 0 0437876 O 02/01/31 0 1 4178764 664/G01 F 252,350.00 ZZ 360 249,306.08 1 10.375 2,284.80 103 10.125 2,284.80 ARLINGTON HEIGH IL 60005 1 01/12/01 23 0432619534 05 03/01/01 0 0003781135 O 02/01/31 0 4179949 G75/G01 F 148,250.00 ZZ 360 148,005.23 1 9.000 1,192.86 106 8.750 1,192.86 LANHAM MD 20706 1 01/16/01 23 0432576205 05 03/01/01 0 04167183 O 02/01/31 0 4181067 526/G01 F 112,350.00 ZZ 360 112,164.52 1 9.000 903.99 107 8.750 903.99 MESA AZ 85210 1 01/17/01 23 0432634855 05 03/01/01 0 0438619 O 02/01/31 0 4184076 U05/G01 F 165,000.00 ZZ 360 164,754.59 1 9.500 1,387.41 100 9.250 1,387.41 PHOENIX AZ 85310 1 01/24/01 23 0432593838 03 03/01/01 0 3098057 O 02/01/31 0 4186315 664/G01 F 212,900.00 ZZ 360 212,316.88 1 9.750 1,829.14 107 9.500 1,829.14 MILWAUKIE OR 97267 2 01/08/01 23 0432641884 05 03/01/01 0 0003697604 O 02/01/31 0 4187810 Q64/G01 F 115,000.00 ZZ 360 114,788.37 1 1 9.875 998.61 100 9.625 998.61 LAWRENCEVILLE GA 30044 1 01/05/01 23 0432597979 05 02/01/01 0 0101547107 O 01/01/31 0 4188747 U05/G01 F 161,500.00 ZZ 360 161,266.03 1 9.625 1,372.73 100 9.375 1,372.73 PEORIA AZ 85382 1 01/19/01 23 0432595635 03 03/01/01 0 3096352 O 02/01/31 0 4188876 286/G01 F 108,150.00 ZZ 360 107,997.78 1 11.125 1,040.17 103 10.875 1,040.17 BERRIEN SPRINGS MI 49103 5 12/21/00 23 0432533628 05 02/01/01 0 0000160049 O 01/01/31 0 4190632 E22/G01 F 54,700.00 ZZ 360 54,624.82 1 9.875 474.99 95 9.625 474.99 SPARTA MI 49345 1 01/12/01 23 0412293292 05 03/01/01 0 0412293292 N 02/01/31 0 4191855 T24/G01 F 246,100.00 ZZ 360 245,575.07 1 10.250 2,205.31 107 10.000 2,205.31 OAKDALE CA 95361 5 10/30/00 23 0432628758 05 01/01/01 0 09776557 O 12/01/30 0 4191924 286/G01 F 163,360.00 ZZ 360 163,235.43 1 13.875 1,919.46 100 13.625 1,919.46 DEPTFORD NJ 08096 1 12/29/00 23 0432624880 05 02/01/01 0 1 0000120925 O 01/01/31 0 4193871 664/G01 F 108,300.00 ZZ 180 107,500.52 2 9.875 1,155.53 95 9.625 1,155.53 YARMOUTH MA 02664 1 01/24/01 11 0432657856 05 03/01/01 30 3791019 N 02/01/16 0 4194341 069/G01 F 53,350.00 ZZ 360 53,266.38 1 9.250 438.90 107 9.000 438.90 NEEDLES CA 92363 1 01/30/01 23 0432677367 05 03/01/01 0 35188108527 O 02/01/31 0 4194531 664/G01 F 72,850.00 ZZ 360 72,744.14 1 10.375 659.59 100 10.125 659.59 GREENSBORO NC 27405 1 01/19/01 23 0432657724 05 03/01/01 0 0003803426 O 02/01/31 0 4195832 526/G01 F 90,750.00 ZZ 360 89,991.52 1 9.875 788.03 100 9.625 788.03 CHANDLER AZ 85224 1 01/19/01 23 0432616324 01 03/01/01 0 0437072 O 02/01/31 0 4196088 P23/G01 F 42,265.00 ZZ 360 42,206.92 1 9.875 367.01 107 9.625 367.01 HARRISBURG PA 17102 1 01/12/01 23 0432558898 07 03/01/01 0 000002234 O 02/01/31 0 1 4197824 T24/G01 F 80,000.00 ZZ 360 79,844.86 1 9.625 679.99 100 9.375 679.99 PALMDALE CA 93551 1 12/26/00 23 0432641736 05 02/01/01 0 09789417 O 01/01/31 0 4198025 T24/G01 F 149,750.00 ZZ 360 149,481.70 1 10.000 1,314.16 100 9.750 1,314.16 OAKLAND CA 94621 1 11/29/00 23 0432575579 05 02/01/01 0 09780347 O 01/01/31 0 4198582 147/G01 F 175,000.00 ZZ 360 174,734.75 1 10.625 1,617.18 100 10.375 1,617.18 WASHINGTON DC 20010 1 01/25/01 23 0432618767 07 03/01/01 0 1 O 02/01/31 0 4200486 286/G01 F 23,750.00 ZZ 360 23,707.42 1 10.000 208.43 95 9.750 208.43 KANSAS KS 66102 1 12/29/00 23 0432576312 05 02/01/01 0 236294 N 01/01/31 0 4200512 T24/G01 F 89,600.00 ZZ 360 89,481.84 1 12.625 964.96 103 12.375 964.96 CHICOPEE MA 01022 1 12/29/00 23 0432586170 01 02/01/01 0 09783052 O 01/01/31 0 4200641 526/G01 F 132,600.00 ZZ 360 132,407.88 1 9.625 1,127.09 102 9.375 1,127.09 1 BLOOMINGTON IN 47403 1 01/19/01 23 0432606135 05 03/01/01 0 0435147 O 02/01/31 0 4201374 664/G01 F 74,000.00 ZZ 360 73,889.91 1 9.500 622.24 107 9.250 622.24 MAYWOOD IL 60153 1 01/30/01 23 0432645976 05 03/01/01 0 0003803202 O 02/01/31 0 4201445 526/G01 F 183,100.00 ZZ 360 182,848.38 1 9.875 1,589.95 103 9.625 1,589.95 PURCELLVILLE VA 20132 5 01/19/01 23 0432616480 05 03/01/01 0 0434007 O 02/01/31 0 4201463 526/G01 F 98,880.00 ZZ 360 98,674.63 1 10.375 895.27 103 10.125 895.27 FAIRFIELD AL 35064 1 11/20/00 23 0432739449 05 01/01/01 0 0422011 O 12/01/30 0 4201738 642/G01 F 85,600.00 ZZ 360 85,508.02 1 9.125 696.47 107 8.875 696.47 CROSSVILLE TN 38555 1 02/02/01 23 0432593309 05 04/01/01 0 10144000 O 03/01/31 0 4201835 E87/G01 F 205,975.00 ZZ 360 205,626.01 1 8.875 1,638.83 107 8.625 1,638.83 BUELLTON CA 93427 1 01/22/01 23 0432595494 09 03/01/01 0 70003195 O 02/01/31 0 1 4202099 964/G01 F 237,000.00 ZZ 360 236,647.52 1 9.500 1,992.82 95 9.250 1,992.82 ESTACADA OR 97023 5 01/24/01 23 0432597243 05 03/01/01 0 100757 O 02/01/31 0 4202654 R74/G01 F 107,000.00 ZZ 360 106,856.48 1 9.990 938.22 100 9.740 938.22 DINGMANS FERRY PA 18328 1 01/22/01 23 0432601599 03 03/01/01 0 1010015579 O 02/01/31 0 4202699 948/G01 F 107,000.00 ZZ 360 106,897.07 1 9.625 909.49 107 9.375 909.49 DETROIT MI 48205 5 02/23/01 23 0432642346 05 04/01/01 0 56587 O 03/01/31 0 4202900 526/G01 F 235,400.00 ZZ 360 235,021.33 1 9.125 1,915.29 107 8.875 1,915.29 INDIANAPOLIS IN 46203 1 01/31/01 23 0432641405 05 03/01/01 0 433587 O 02/01/31 0 4203376 664/G01 F 144,200.00 ZZ 360 143,867.00 1 9.875 1,252.16 103 9.625 1,252.16 JAMESTOWN NC 27282 1 11/30/00 23 0432609782 05 01/01/01 0 0003732815 O 12/01/30 0 4203885 N67/G01 F 93,500.00 ZZ 360 93,336.86 1 1 10.125 829.18 95 9.875 829.18 ATLANTA GA 30331 1 01/09/01 23 0432746782 05 02/01/01 0 583656 N 01/01/31 0 4205086 700/G01 F 64,375.00 ZZ 360 64,297.44 1 10.250 576.87 103 10.000 576.87 AREA OF CRESTLI CA 92325 1 02/01/01 23 0432654796 05 04/01/01 0 00255324 O 03/01/31 0 4207935 E84/G01 F 145,000.00 ZZ 360 144,793.79 1 10.000 1,272.48 100 9.750 1,272.48 VALLEJO CA 94590 1 01/24/01 23 0432636678 05 03/01/01 0 23002781 O 02/01/31 0 4208159 664/G01 F 182,000.00 ZZ 360 181,755.00 1 10.375 1,647.84 100 10.125 1,647.84 SALEM MA 01970 1 01/31/01 23 0432673143 01 03/01/01 0 0003794039 O 02/01/31 0 4208859 G75/G01 F 128,600.00 ZZ 360 128,237.80 1 8.875 1,023.20 103 8.625 1,023.20 ANKENY IA 50021 1 01/24/01 23 0432590214 05 03/01/01 0 04237637 O 02/01/31 0 4209682 U05/G01 F 64,950.00 ZZ 360 64,860.75 1 9.875 563.99 107 9.625 563.99 WEST PALM BEACH FL 33409 1 01/25/01 23 0432613305 05 03/01/01 0 1 00000048 O 02/01/31 0 4209865 286/G01 F 263,680.00 ZZ 360 263,297.97 1 9.625 2,241.26 100 9.375 2,241.26 CHICAGO IL 60612 1 01/31/01 23 0432618809 09 03/01/01 0 0000227188 O 02/01/31 0 4211269 700/G01 F 184,450.00 ZZ 360 184,277.20 1 9.750 1,584.71 100 9.500 1,584.71 LAS VEGAS NV 89123 1 02/06/01 23 0432683837 05 04/01/01 0 10254930 O 03/01/31 0 4212739 948/G01 F 245,500.00 ZZ 360 245,269.99 1 9.750 2,109.23 105 9.500 2,109.23 ANN ARBOR MI 48103 1 02/05/01 23 0432599751 05 04/01/01 0 56589 O 03/01/31 0 4212997 455/G01 F 200,000.00 ZZ 360 199,739.36 1 10.125 1,773.65 100 9.875 1,773.65 MOORESVILLE NC 28117 1 01/26/01 23 0432617629 03 03/01/01 0 42000760 O 02/01/31 0 4213778 624/G01 F 133,750.00 ZZ 360 133,340.22 1 9.750 1,149.12 94 9.500 1,149.12 STOCKTON CA 95209 1 01/24/01 23 0432585834 05 03/01/01 0 29034710193F O 02/01/31 0 1 4218271 526/G01 F 77,250.00 ZZ 360 71,089.67 1 9.625 656.62 103 9.375 656.62 WILMINGTON NC 28411 1 02/01/01 23 0432699999 05 03/01/01 0 0437610 O 02/01/31 0 4218441 N67/G01 F 114,490.00 ZZ 360 114,268.15 1 10.125 1,015.32 107 9.875 1,015.32 TUCSON AZ 85730 2 01/11/01 23 0432568475 05 03/01/01 0 1780004763 O 02/01/31 0 4218463 T34/G01 F 91,500.00 ZZ 360 91,340.36 1 10.125 811.44 100 9.875 811.44 FREDERICK MD 21701 1 12/22/00 23 0432586675 07 02/01/01 0 5054486 O 01/01/31 0 4219973 286/G01 F 132,900.00 ZZ 360 132,717.36 1 9.875 1,154.04 104 9.625 1,154.04 WOODBURY MN 55125 1 01/12/01 23 0432618460 05 03/01/01 0 239837 O 02/01/31 0 4221508 808/G01 F 72,225.00 ZZ 360 72,149.82 1 9.250 594.18 107 9.000 594.18 LANCASTER CA 93535 1 02/08/01 23 0432639375 05 04/01/01 0 9419516 O 03/01/31 0 4223797 Q64/G01 F 170,500.00 ZZ 360 170,344.43 1 9.875 1,480.54 100 9.625 1,480.54 1 MURFREESBORO TN 37127 1 02/16/01 23 0432630697 05 04/01/01 0 0101617306 O 03/01/31 0 4224316 U28/G01 F 177,299.00 ZZ 360 177,042.15 1 9.625 1,507.02 100 9.375 1,507.02 EVANS GA 30809 1 01/26/01 23 0432617686 03 03/01/01 0 1 O 02/01/31 0 4224346 E86/G01 F 117,700.00 ZZ 360 117,524.93 1 9.500 989.69 107 9.250 989.69 PROSPECT HEIGHT IL 60070 1 01/26/01 23 0432612661 01 03/01/01 0 316691 O 02/01/31 0 4224475 642/G01 F 141,100.00 ZZ 360 140,882.86 1 12.125 1,464.96 103 11.875 1,464.96 PLYMOUTH MI 48170 1 01/15/01 23 0432575082 05 03/01/01 0 10129600 O 02/01/31 0 4224777 664/G01 F 87,550.00 ZZ 360 87,367.74 2 10.500 800.86 103 10.250 800.86 SAINT LOUIS MO 63118 1 01/29/01 23 0432665107 05 03/01/01 0 COOPER O 02/01/31 0 4225396 W09/G01 F 159,650.00 ZZ 360 159,463.09 1 10.625 1,475.33 103 10.375 1,475.33 MASON OH 45040 1 01/29/01 23 0432641629 05 03/01/01 0 20016061 O 02/01/31 0 1 4225595 Q64/G01 F 130,433.00 ZZ 360 130,222.91 1 10.500 1,193.13 107 10.250 1,193.13 DELRAY BEACH FL 33445 1 01/04/01 23 0432597961 05 02/01/01 0 0101557601 O 01/01/31 0 4225625 526/G01 F 169,000.00 ZZ 360 168,729.97 1 9.625 1,436.48 100 9.375 1,436.48 SCOTTSDALE AZ 85257 1 01/26/01 23 0432632883 03 03/01/01 0 439619 O 02/01/31 0 4226427 U05/G01 F 129,800.00 ZZ 360 129,541.56 1 9.500 1,091.43 103 9.250 1,091.43 NEWARK DE 19702 1 12/21/00 23 0432592640 05 02/01/01 0 3089886 O 01/01/31 0 4226505 Q64/G01 F 125,725.00 ZZ 360 125,481.17 1 9.625 1,068.65 107 9.375 1,068.65 MCDONOUGH GA 30252 1 01/04/01 23 0432614501 05 02/01/01 0 0101526309 O 01/01/31 0 4226596 L86/G01 F 225,000.00 ZZ 360 224,682.51 1 9.750 1,933.10 100 9.500 1,933.10 LAKE ELSINORE CA 92532 1 01/29/01 23 0432652469 03 03/01/01 0 20505791 O 02/01/31 0 4226598 Q64/G01 F 85,900.00 ZZ 360 85,788.03 1 1 10.125 761.79 100 9.875 761.79 BRUNSWICK GA 31525 1 01/12/01 23 0432580959 05 03/01/01 0 0101514206 O 02/01/31 0 4226657 Q64/G01 F 127,330.00 ZZ 360 127,130.32 1 10.625 1,176.66 107 10.375 1,176.66 LITHONIA GA 30058 1 12/22/00 23 0432602142 05 02/01/01 0 0101542603 O 01/01/31 0 4226920 964/G01 F 141,500.00 ZZ 360 141,338.74 1 10.750 1,320.88 100 10.500 1,320.88 LAS VEGAS NV 89123 1 01/26/01 23 0432595544 05 03/01/01 0 100801 O 02/01/31 0 4227446 U62/G01 F 101,500.00 ZZ 360 101,352.94 1 9.625 862.74 107 9.375 862.74 GREENSBORO NC 27406 9 01/18/01 23 0432574457 05 03/01/01 0 2001228434 O 02/01/31 0 4227749 526/G01 F 84,500.00 ZZ 360 84,418.72 1 9.625 718.24 100 9.375 718.24 TOWSON MD 21286 1 02/28/01 23 0432725455 07 04/01/01 0 0439366 O 03/01/31 0 4227793 R74/G01 F 69,000.00 ZZ 360 68,885.77 1 9.900 600.44 103 9.650 600.44 ALTOONA PA 16601 2 01/23/01 23 0432630044 05 03/01/01 0 1 1010015699 O 02/01/31 0 4229231 147/G01 F 57,775.00 ZZ 360 57,695.60 1 9.875 501.69 106 9.625 501.69 ZION IL 60099 1 01/31/01 23 0432608370 05 03/01/01 0 1 O 02/01/31 0 4229317 E86/G01 F 66,600.00 ZZ 360 66,505.04 1 9.700 569.75 100 9.450 569.75 PHOENIX AZ 85017 1 01/05/01 23 0432608040 09 03/01/01 0 0000091057 O 02/01/31 0 4229494 642/G01 F 79,800.00 ZZ 360 79,727.20 1 9.875 692.94 103 9.625 692.94 KOKOMO IN 46901 1 02/16/01 23 0432619070 05 04/01/01 0 01144301 O 03/01/31 0 4229681 526/G01 F 95,750.00 ZZ 360 95,677.76 1 12.625 1,031.20 103 12.375 1,031.20 PHOENIX AZ 85033 1 01/29/01 23 0432689149 05 03/01/01 0 0439545 O 02/01/31 0 4230198 526/G01 F 89,850.00 ZZ 360 89,709.18 1 9.250 739.17 107 9.000 739.17 STAFFORD TX 77477 1 01/27/01 23 0432621258 05 03/01/01 0 0439549 O 02/01/31 0 1 4230533 147/G01 F 208,000.00 ZZ 360 207,736.06 1 10.250 1,863.90 106 10.000 1,863.90 EUCLID OH 44132 1 01/30/01 23 0432604304 05 03/01/01 0 1 O 02/01/31 0 4230852 700/G01 F 160,500.00 ZZ 360 160,324.00 1 9.000 1,291.42 107 8.750 1,291.42 SOUTH HOLLAND IL 60473 1 02/07/01 23 0432655785 05 04/01/01 0 00255655 O 03/01/31 0 4233190 526/G01 F 81,500.00 ZZ 360 81,330.73 1 10.375 737.91 100 10.125 737.91 LITHONIA GA 30038 1 11/28/00 23 0432582013 05 01/01/01 0 0430565 O 12/01/30 0 4233789 T24/G01 F 155,000.00 ZZ 360 154,792.57 1 10.000 1,360.24 96 9.750 1,360.24 EAST BRIDGEWATE MA 02333 5 01/11/01 23 0432578995 05 03/01/01 0 9791355 O 02/01/31 0 4233797 T24/G01 F 187,000.00 ZZ 360 186,769.00 1 10.375 1,693.11 107 10.125 1,693.11 STOCKTON CA 95209 5 01/04/01 23 0432595528 05 03/01/01 0 9788550 O 02/01/31 0 4233875 T24/G01 F 215,700.00 ZZ 360 215,259.22 1 9.750 1,853.20 103 9.500 1,853.20 1 LOS ANGELES CA 90039 1 01/09/01 23 0432566255 05 03/01/01 0 09791605 O 02/01/31 0 4234407 T24/G01 F 143,750.00 ZZ 360 143,485.53 1 9.875 1,248.25 102 9.625 1,248.25 ALGONQUIN IL 60102 5 12/22/00 23 0432599728 09 02/01/01 0 9789276 O 01/01/31 0 4234794 408/G01 F 128,987.00 ZZ 360 128,862.14 1 11.500 1,277.35 100 11.250 1,277.35 SYRACUSE IN 46567 1 01/31/01 23 0432620094 05 03/01/01 0 2305063 O 02/01/31 0 4235668 624/G01 F 208,650.00 ZZ 360 208,347.74 1 9.625 1,773.50 107 9.375 1,773.50 HANFORD CA 93230 1 01/18/01 23 0432590826 05 03/01/01 0 36500302608F O 02/01/31 0 4239911 526/G01 F 74,900.00 ZZ 360 74,735.96 1 10.125 664.23 107 9.875 664.23 PLYMOUTH PA 18651 1 11/28/00 23 0432578920 05 01/01/01 0 0424979 O 12/01/30 0 4240111 K15/G01 F 87,600.00 ZZ 360 87,476.39 1 9.750 752.62 102 9.500 752.62 PORTLAND TN 37148 2 01/26/01 23 0432581767 05 03/01/01 0 002905302041 O 02/01/31 0 1 4240913 685/G01 F 244,600.00 ZZ 360 244,348.21 1 9.875 2,123.98 103 9.625 2,123.98 ORANGE CA 92869 1 02/09/01 23 0432622868 01 04/01/01 0 125014 O 03/01/31 0 4241620 642/G01 F 144,200.00 ZZ 360 144,078.54 1 10.250 1,292.18 103 10.000 1,292.18 NORTH CANTON OH 44721 2 02/22/01 23 0432642916 05 04/01/01 0 01178401 O 03/01/31 0 4243387 E22/G01 F 64,850.00 ZZ 360 64,778.08 1 10.875 611.46 103 10.625 611.46 BLOOMFILED HILL MI 48304 1 01/29/01 23 0412283459 01 03/01/01 0 0412283459 O 02/01/31 0 4243391 E22/G01 F 118,750.00 ZZ 360 118,568.69 1 9.375 987.70 95 8.875 987.70 LACEY WA 98503 1 01/18/01 23 0412292690 05 03/01/01 0 0412292690 N 02/01/31 0 4243396 E22/G01 F 207,000.00 ZZ 360 206,770.41 1 10.875 1,951.78 103 10.375 1,951.78 CONCORD CA 94520 5 01/18/01 23 0412299646 05 03/01/01 0 0412299646 O 02/01/31 0 4243406 E22/G01 F 135,400.00 ZZ 360 135,223.56 1 1 10.125 1,200.76 100 9.875 1,200.76 HOUSTON TX 77035 1 01/29/01 23 0412316986 05 03/01/01 0 0412316986 O 02/01/31 0 4243410 E22/G01 F 111,200.00 ZZ 360 111,025.37 1 9.875 965.60 100 9.625 965.60 FENTON MI 48430 1 01/29/01 23 0412318719 05 03/01/01 0 0412318719 O 02/01/31 0 4243441 E22/G01 F 213,200.00 ZZ 360 213,018.46 1 13.125 2,379.27 103 12.875 2,379.27 BOCA RATON FL 33428 1 01/29/01 23 0412338188 03 03/01/01 0 0412338188 O 02/01/31 0 4243446 E22/G01 F 179,900.00 ZZ 360 179,716.07 1 11.250 1,747.30 100 11.000 1,747.30 BEND OR 97701 1 01/25/01 23 0412342214 05 03/01/01 0 0412342214 O 02/01/31 0 4243449 E22/G01 F 72,760.00 ZZ 360 72,654.60 2 9.625 618.45 107 9.375 618.45 SPOKANE WA 99206 1 01/24/01 23 0412343642 05 03/01/01 0 0412343642 O 02/01/31 0 4243455 E22/G01 F 119,850.00 ZZ 360 119,717.52 1 12.000 1,232.79 100 11.500 1,232.79 CYPRESS TX 77429 1 01/26/01 23 0412357121 03 03/01/01 0 1 0412357121 O 02/01/31 0 4243639 E82/G01 F 221,000.00 ZZ 360 220,635.11 1 9.000 1,778.22 103 8.750 1,778.22 LYNNWOOD WA 98036 1 01/30/01 23 0400372066 05 03/01/01 0 0400372066 O 02/01/31 0 4244071 808/G01 F 235,400.00 ZZ 360 235,154.98 1 9.250 1,936.58 100 9.000 1,936.58 CARSON CA 90746 1 02/02/01 23 0432672541 01 04/01/01 0 9317554 O 03/01/31 0 4244228 526/G01 F 132,600.00 ZZ 360 132,408.27 1 11.000 1,262.78 100 10.750 1,262.78 OSHKOSH WI 54901 1 12/15/00 23 0432580926 05 02/01/01 0 0427250 O 01/01/31 0 4244807 Q64/G01 F 61,690.00 ZZ 360 61,617.76 1 10.625 570.08 103 10.375 570.08 OAKLAND MD 21550 1 01/23/01 23 0432680346 05 03/01/01 0 0101504900 O 02/01/31 0 4244922 Q64/G01 F 68,400.00 ZZ 360 68,303.46 2 9.750 587.67 95 9.500 587.67 STUART FL 34997 1 01/19/01 23 0432617645 05 03/01/01 0 0101579407 N 02/01/31 0 1 4245355 Q64/G01 F 183,300.00 ZZ 360 183,020.12 1 9.375 1,524.60 103 9.125 1,524.60 ACWORTH GA 30101 1 01/25/01 23 0432627941 03 03/01/01 0 0101587806 O 02/01/31 0 4245463 Q64/G01 F 99,400.00 ZZ 360 99,270.45 1 10.125 881.51 107 9.875 881.51 OLDSMAR FL 34677 1 01/26/01 23 0432627099 05 03/01/01 0 0101608206 O 02/01/31 0 4246507 U05/G01 F 122,000.00 T 360 121,851.03 1 9.750 1,048.17 103 9.500 1,048.17 GILBERT AZ 85296 1 02/12/01 23 0432633014 03 04/01/01 0 3090568 O 03/01/31 0 4247731 K15/G01 F 117,600.00 ZZ 360 117,489.81 1 9.750 1,010.37 107 9.500 1,010.37 DES MOINES IA 50310 5 02/07/01 23 0432609295 05 04/01/01 0 037705302203 O 03/01/31 0 4247859 700/G01 F 134,885.00 ZZ 360 134,673.25 1 9.250 1,109.67 100 9.000 1,109.67 LAS VEGAS NV 89110 1 01/30/01 23 0432616951 05 03/01/01 0 10254952 O 02/01/31 0 4248944 E22/G01 F 211,150.00 ZZ 360 210,657.36 1 9.250 1,737.08 103 9.000 1,737.08 1 HERNDON VA 22170 1 01/24/01 23 0412288888 03 03/01/01 0 0412288888 O 02/01/31 0 4248949 E22/G01 F 116,500.00 ZZ 360 116,339.89 1 9.875 1,011.63 100 9.375 1,011.63 SANTA CLARITA CA 91351 1 01/22/01 23 0412306680 03 03/01/01 0 0412306680 O 02/01/31 0 4248961 E22/G01 F 141,500.00 ZZ 360 141,234.31 1 8.375 1,075.50 105 7.875 1,075.50 CARSON CITY NV 89701 1 01/23/01 23 0412324428 05 03/01/01 0 0412324428 O 02/01/31 0 4248971 E22/G01 F 38,000.00 ZZ 360 37,941.13 1 10.750 354.72 100 10.500 354.72 THREE OAKS MI 49128 1 01/30/01 23 0412333452 05 03/01/01 0 0412333452 O 02/01/31 0 4248972 E22/G01 F 17,650.00 ZZ 360 17,625.75 1 9.875 153.26 107 9.375 153.26 SUNRISE FL 33322 1 01/30/01 23 0412334211 01 03/01/01 0 0412334211 O 02/01/31 0 4248986 E22/G01 F 118,550.00 ZZ 360 118,171.70 1 9.500 996.83 100 9.250 996.83 INDIANAPOLIS IN 46250 1 01/30/01 23 0412343857 03 03/01/01 0 0412343857 O 02/01/31 0 1 4249808 U05/G01 F 50,470.00 ZZ 360 50,370.58 1 10.375 456.96 103 10.125 456.96 HUEY IL 62252 1 02/01/01 23 0432626927 05 03/01/01 0 3091233 O 02/01/31 0 4250688 700/G01 F 242,000.00 ZZ 360 241,482.11 1 10.125 2,146.11 100 9.875 2,146.11 ROHNERT PARK CA 94928 1 01/03/01 23 0432577252 03 03/01/01 0 00254814 O 02/01/31 0 4250766 N67/G01 F 156,500.00 ZZ 360 156,364.31 1 12.000 1,609.78 100 11.750 1,609.78 GILBERT AZ 85234 1 01/26/01 23 0432629343 03 03/01/01 0 1780004838 O 02/01/31 0 4252692 940/G01 F 101,650.00 ZZ 360 101,549.60 1 9.500 854.73 107 9.250 854.73 FONTANA CA 92335 2 02/08/01 23 0432617140 05 04/01/01 0 WH3458 O 03/01/31 0 4253801 T17/G01 F 123,600.00 ZZ 360 123,365.70 1 10.375 1,119.08 103 10.125 1,119.08 CHARLOTTE NC 28211 1 02/20/01 23 0432652295 05 03/21/01 0 01010199 O 02/21/31 0 4255348 T24/G01 F 87,000.00 ZZ 360 86,880.45 1 1 9.875 755.46 106 9.625 755.46 HOUSTON TX 77027 1 01/08/01 23 0432585743 01 03/01/01 0 09794519 O 02/01/31 0 4255440 T24/G01 F 130,000.00 ZZ 360 129,811.66 1 9.625 1,104.99 100 9.375 1,104.99 DIAMOND VALLEY UT 84770 1 01/19/01 23 0432615219 05 03/01/01 0 09796722 O 02/01/31 0 4256449 700/G01 F 167,500.00 ZZ 360 167,120.18 1 8.875 1,332.71 107 8.625 1,332.71 FAIRFIELD CA 94533 1 12/26/00 23 0432594794 05 02/01/01 0 00254371 O 01/01/31 0 4259045 E22/G01 F 123,800.00 ZZ 360 123,629.86 1 9.875 1,075.02 100 9.625 1,075.02 SIOUX FALLS SD 57103 1 01/31/01 23 0412314320 05 03/01/01 0 0412314320 O 02/01/31 0 4259050 E22/G01 F 165,850.00 ZZ 360 165,590.06 1 9.250 1,364.41 107 8.750 1,364.41 SUNRISE FL 33351 1 01/31/01 23 0412315657 03 03/01/01 0 0412315657 O 02/01/31 0 4259059 E22/G01 F 224,700.00 ZZ 360 224,347.83 1 9.250 1,848.55 107 9.000 1,848.55 SAMMAMISH WA 98073 1 01/18/01 23 0412321671 05 03/01/01 0 1 0412321671 O 02/01/31 0 4259060 E22/G01 F 214,700.00 ZZ 360 214,551.12 1 13.000 2,375.01 95 12.500 2,375.01 HOUSTON TX 77006 1 01/31/01 23 0412321853 09 03/01/01 0 0412321853 O 02/01/31 0 4259062 E22/G01 F 180,000.00 ZZ 360 179,746.01 1 9.750 1,546.48 100 9.500 1,546.48 GUALALA CA 95445 1 01/26/01 23 0412322364 05 03/01/01 0 0412322364 O 02/01/31 0 4259068 E22/G01 F 180,950.00 ZZ 360 180,622.58 1 9.625 1,538.06 107 9.375 1,538.06 ATLANTA GA 30311 1 01/22/01 23 0412326357 05 03/01/01 0 0412326357 O 02/01/31 0 4259069 E22/G01 F 79,190.00 ZZ 360 79,055.84 1 8.875 630.07 99 8.375 630.07 SPOKANE WA 99205 9 01/26/01 23 0412326381 05 03/01/01 0 0412326381 O 02/01/31 0 4259072 E22/G01 F 79,250.00 ZZ 360 79,138.18 1 9.750 680.88 103 9.250 680.88 CYPRESS TX 77433 1 01/31/01 23 0412328635 03 03/01/01 0 0412328635 O 02/01/31 0 1 4259082 E22/G01 F 78,550.00 ZZ 360 78,438.04 1 9.875 682.09 95 9.625 682.09 SAN MARCOS TX 78666 1 01/24/01 23 0412331456 05 03/01/01 0 0412331456 N 02/01/31 0 4259091 E22/G01 F 163,750.00 ZZ 360 163,553.05 1 10.500 1,497.89 103 10.250 1,497.89 LINCOLN NE 68521 1 01/31/01 23 0412337255 05 03/01/01 0 0412337255 O 02/01/31 0 4259104 E22/G01 F 164,950.00 ZZ 360 164,717.23 1 9.750 1,417.18 100 9.500 1,417.18 SYDNEY OH 45365 1 01/31/01 23 0412342552 05 03/01/01 0 0412342552 O 02/01/31 0 4259110 E22/G01 F 120,510.00 ZZ 360 120,416.98 1 12.625 1,297.85 103 12.375 1,297.85 RENO NV 89506 1 01/25/01 23 0412343337 05 03/01/01 0 0412343337 O 02/01/31 0 4259139 E22/G01 F 71,900.00 ZZ 360 71,798.55 1 9.750 617.73 100 9.500 617.73 DAYTON OH 45403 1 01/31/01 23 0412350282 05 03/01/01 0 0412350282 O 02/01/31 0 4259162 E22/G01 F 95,800.00 ZZ 360 95,254.73 1 9.500 805.54 100 9.250 805.54 1 LAFAYETTE LA 70508 1 01/31/01 23 0412364960 05 03/01/01 0 0412364960 O 02/01/31 0 4259163 E22/G01 F 166,000.00 ZZ 360 165,696.15 1 8.500 1,276.40 103 8.250 1,276.40 MT PLEASANT SC 29464 1 01/31/01 23 0412365017 03 03/01/01 0 0412365017 O 02/01/31 0 4259847 E87/G01 F 93,000.00 ZZ 360 92,878.80 1 10.125 824.75 103 9.875 824.75 HOUSTON TX 77013 1 01/30/01 23 0432614832 05 03/01/01 0 01010409 O 02/01/31 0 4260237 Q64/G01 F 74,350.00 ZZ 360 74,247.82 1 9.875 645.62 95 9.625 645.62 EAST POINT GA 30344 1 02/05/01 23 0432698801 05 03/01/01 0 0101633600 N 02/01/31 0 4260600 664/G01 F 125,650.00 ZZ 360 125,447.64 1 10.500 1,149.37 103 10.250 1,149.37 MARENGO IL 60152 1 12/22/00 23 0432591725 05 02/01/01 0 0003737129 O 01/01/31 0 4261105 664/G01 F 173,300.00 ZZ 360 172,963.89 1 9.625 1,473.03 107 9.375 1,473.03 GAITHERSBURG MD 20886 2 12/22/00 23 0432602100 09 02/01/01 0 0003732047 O 01/01/31 0 1 4262257 526/G01 F 168,800.00 ZZ 360 168,637.63 1 9.625 1,434.78 100 9.375 1,434.78 PHOENIX AZ 85044 1 02/05/01 23 0432648939 03 04/01/01 0 440299 O 03/01/31 0 4264128 G13/G01 F 77,250.00 ZZ 360 77,197.59 1 11.250 750.30 103 11.000 750.30 WILMINGTON NC 28401 1 02/13/01 23 0432737906 05 04/01/01 0 13194 O 03/01/31 0 4267081 069/G01 F 200,000.00 ZZ 360 199,807.61 1 9.625 1,699.98 100 9.375 1,699.98 RIVERSIDE CA 92503 1 02/13/01 23 0432660280 03 04/01/01 0 35188117221 O 03/01/31 0 4267626 E22/G01 F 113,900.00 ZZ 360 113,730.60 1 9.500 957.73 107 9.000 957.73 HOUSTON TX 77083 1 01/31/01 23 0412335945 03 03/01/01 0 0412335945 O 02/01/31 0 4267638 E22/G01 F 195,650.00 ZZ 360 195,320.04 1 9.625 1,663.00 100 9.375 1,663.00 PALMDALE CA 93551 1 01/29/01 23 0412358228 05 03/01/01 0 0412358228 O 02/01/31 0 4267639 E22/G01 F 96,450.00 ZZ 360 96,340.10 1 1 10.750 900.34 100 10.500 900.34 LAND O' LAKES FL 34639 1 02/01/01 23 0412360034 03 03/01/01 0 0412360034 O 02/01/31 0 4267849 K15/G01 F 71,000.00 ZZ 360 70,943.33 1 10.500 649.46 103 10.250 649.46 KALAMAZOO MI 49048 5 02/08/01 23 0432606044 01 04/01/01 0 035905302304 O 03/01/31 0 4268269 526/G01 F 279,900.00 ZZ 360 279,286.93 2 10.125 2,482.22 100 9.875 2,482.22 MILTON MA 02186 1 11/21/00 23 0432657815 05 01/01/01 0 0429400 O 12/01/30 0 4270332 U05/G01 F 127,000.00 ZZ 360 126,867.81 1 9.250 1,044.80 100 9.000 1,044.80 DISTRICT HEIGHT MD 20747 1 02/16/01 23 0432628154 05 04/01/01 0 3103483 O 03/01/31 0 4271137 Q01/G01 F 93,000.00 ZZ 360 92,908.16 1 9.500 781.99 100 9.250 781.99 MIRAMAR FL 33023 1 02/08/01 23 0432621845 05 04/01/01 0 34921 O 03/01/31 0 4271973 526/G01 F 164,000.00 ZZ 360 163,824.78 1 9.125 1,334.36 103 8.875 1,334.36 CLEVELAND TN 37323 1 02/06/01 23 0432674216 05 04/01/01 0 1 0436750 O 03/01/31 0 4272078 U05/G01 F 153,450.00 ZZ 360 153,320.75 1 10.250 1,375.07 103 10.000 1,375.07 ORANGEVALE CA 95662 1 02/06/01 23 0432627511 05 04/01/01 0 120700 O 03/01/31 0 4275528 R74/G01 F 85,500.00 ZZ 360 85,372.81 1 9.500 718.94 95 9.250 718.94 LOUISVILLE KY 40214 1 02/08/01 23 0432672707 05 03/08/01 0 3030016871 N 02/08/31 0 4275855 147/G01 F 112,885.00 ZZ 360 112,724.49 1 10.000 990.65 107 9.750 990.65 GRAND RAPIDS MI 49507 5 01/12/01 23 0432615649 05 03/01/01 0 LIVINGSTON O 02/01/31 0 4277273 526/G01 F 124,000.00 ZZ 360 123,771.87 1 9.875 1,076.75 100 9.625 1,076.75 ROCKWALL TX 75087 1 12/19/00 23 0432591063 05 02/01/01 0 0432317 O 01/01/31 0 4277401 E22/G01 F 125,150.00 ZZ 360 124,963.85 1 9.500 1,052.33 107 9.250 1,052.33 DALLAS TX 75209 1 02/01/01 23 0412332645 05 03/01/01 0 0412332645 O 02/01/31 0 1 4277420 E22/G01 F 164,800.00 ZZ 360 164,657.13 1 12.000 1,695.15 103 11.500 1,695.15 KELLER TX 76248 1 02/02/01 23 0412349706 05 03/01/01 0 0412349706 O 02/01/31 0 4277422 E22/G01 F 151,400.00 ZZ 360 151,121.15 1 8.625 1,177.57 107 8.125 1,177.57 STOCKTON CA 95207 1 01/31/01 23 0412350530 05 03/01/01 0 0412350530 O 02/01/31 0 4277423 E22/G01 F 52,500.00 ZZ 360 52,419.84 1 9.375 436.67 103 9.125 436.67 LEBANON PA 17042 1 02/02/01 23 0412350944 05 03/01/01 0 0412350944 O 02/01/31 0 4277424 E22/G01 F 72,500.00 ZZ 360 72,394.97 1 9.625 616.24 100 9.375 616.24 HOUSTON TX 77008 1 02/02/01 23 0412352841 05 03/01/01 0 0412352841 O 02/01/31 0 4277433 E22/G01 F 78,890.00 ZZ 360 78,836.47 1 11.250 766.23 100 10.750 766.23 SPOKANE WA 99203 1 02/01/01 23 0412363889 05 04/01/01 0 0412363889 O 03/01/31 0 4278678 K15/G01 F 103,700.00 ZZ 360 103,594.87 1 9.375 862.52 107 9.125 862.52 1 CLEVELAND OH 44135 5 02/08/01 23 0432624575 05 04/01/01 0 028705302475 O 03/01/31 0 4279613 E82/G01 F 196,400.00 ZZ 360 196,115.47 1 9.625 1,669.38 100 9.375 1,669.38 SAN BERNARDINO CA 92404 1 01/19/01 23 0400311494 05 03/01/01 0 0400311494 O 02/01/31 0 4283636 147/G01 F 36,380.00 ZZ 360 36,329.99 1 9.875 315.91 107 9.625 315.91 YOUNGWOOD PA 15697 1 01/23/01 23 0432595353 05 03/01/01 0 10411315 O 02/01/31 0 4283650 526/G01 F 77,500.00 ZZ 360 77,387.94 2 11.000 738.05 100 10.750 738.05 MILWAUKEE WI 53215 1 12/29/00 23 0432759843 05 02/01/01 0 0434321 O 01/01/31 0 4283795 948/G01 F 85,600.00 ZZ 360 85,558.98 1 9.625 727.60 107 9.375 727.60 BLOOMINGTON IN 47403 1 03/02/01 23 0432672640 05 05/01/01 0 56872 O 04/01/31 0 4283956 147/G01 F 93,730.00 ZZ 360 93,628.80 1 11.000 892.62 103 10.750 892.62 PONTIAC MI 48342 1 01/22/01 23 0432608511 05 03/01/01 0 10411883 O 02/01/31 0 1 4288007 K15/G01 F 176,000.00 ZZ 360 175,592.35 1 9.000 1,416.14 107 8.750 1,416.14 WESTFIELD TOWNS OH 44273 5 02/10/01 23 0432624526 05 04/01/01 0 028005302101 O 03/01/31 0 4289087 N74/G01 F 62,060.00 ZZ 360 61,942.47 1 9.875 538.90 107 9.625 538.90 MEMPHIS TN 38134 1 02/26/01 23 0432685683 01 04/01/01 0 0028229010 O 03/01/31 0 4289434 E22/G01 F 129,000.00 ZZ 360 128,822.72 1 9.875 1,120.17 100 9.625 1,120.17 ROCKAWAY BEACH MO 65740 1 01/26/01 23 0412333833 05 03/01/01 0 0412333833 O 02/01/31 0 4289437 E22/G01 F 197,200.00 ZZ 360 196,312.82 1 9.250 1,622.32 103 9.000 1,622.32 PLYMOUTH MI 48170 1 02/05/01 23 0412338204 05 04/01/01 0 0412338204 O 03/01/31 0 4289460 E22/G01 F 196,800.00 ZZ 360 196,514.88 1 9.625 1,672.78 103 9.375 1,672.78 DESOTO TX 75115 1 02/05/01 23 0412364978 05 03/01/01 0 0412364978 O 02/01/31 0 4289462 E22/G01 F 119,700.00 ZZ 360 119,468.65 1 1 9.625 1,017.44 95 9.375 1,017.44 AURORA CO 80010 1 02/05/01 23 0412368102 05 04/01/01 0 0412368102 N 03/01/31 0 4290660 808/G01 F 161,000.00 T 360 160,827.99 1 9.125 1,309.95 97 8.875 1,309.95 TARZANA AREA (L CA 91356 1 02/13/01 23 0432635225 01 04/01/01 0 9502155 O 03/01/31 0 4291120 T24/G01 F 198,550.00 ZZ 360 198,326.50 1 10.875 1,872.11 102 10.625 1,872.11 SAN DIEGO CA 92129 1 01/17/01 23 0432594901 01 03/01/01 0 9793075 O 02/01/31 0 4291353 U59/G01 F 83,353.00 ZZ 360 83,232.22 1 9.625 708.50 107 9.375 708.50 IDAHO FALLS ID 83404 1 02/14/01 23 0432620425 05 03/14/01 0 01933800752506 O 02/14/31 0 4293425 964/G01 F 162,500.00 ZZ 360 162,363.14 1 10.250 1,456.16 100 10.000 1,456.16 HENDERSON NV 89012 1 02/08/01 23 0432619617 03 04/01/01 0 420100173 O 03/01/31 0 4294172 147/G01 F 72,100.00 ZZ 360 72,045.47 1 10.750 673.04 103 10.500 673.04 CLEVELAND OH 44103 1 02/13/01 23 0432621647 05 04/01/01 0 1 DARLING O 03/01/31 0 4295362 U59/G01 F 45,629.00 ZZ 360 45,569.53 1 10.125 404.65 99 9.875 404.65 BALTIMORE MD 21230 1 02/13/01 23 0432616407 07 03/13/01 0 01933800762153 O 02/13/31 0 4296805 E22/G01 F 190,550.00 ZZ 360 190,259.05 1 9.375 1,584.90 103 9.125 1,584.90 MOORPARK CA 93021 1 01/29/01 23 0412339038 01 03/01/01 0 0412339038 O 02/01/31 0 4296829 E22/G01 F 134,700.00 ZZ 360 134,632.62 1 12.625 1,450.67 103 12.125 1,450.67 ST AUGUSTINE FL 32095 1 02/06/01 23 0412368144 03 04/01/01 0 0412368144 O 03/01/31 0 4297840 642/G01 F 188,450.00 ZZ 360 188,130.71 1 8.875 1,499.39 100 8.625 1,499.39 CHATTANOOGA TN 37421 1 01/31/01 23 0432614451 05 03/01/01 0 11130700 O 02/01/31 0 4299736 K15/G01 F 63,800.00 ZZ 360 63,746.27 1 10.250 571.71 103 10.000 571.71 DEVILLE LA 71328 5 02/12/01 23 0432611796 05 04/01/01 0 206805308298 O 03/01/31 0 1 4300034 624/G01 F 144,300.00 ZZ 360 144,157.49 1 9.500 1,213.35 106 9.250 1,213.35 GALT CA 95632 1 02/13/01 23 0432648483 05 04/01/01 0 29100110153F O 03/01/31 0 4300246 U05/G01 F 257,400.00 ZZ 360 257,032.00 1 8.125 1,911.19 101 7.875 1,911.19 SANDUSKY OH 44870 1 02/09/01 23 0432749398 05 04/01/01 0 3104532 O 03/01/31 0 4300437 286/G01 F 257,500.00 ZZ 360 257,096.43 1 9.250 2,118.39 100 9.000 2,118.39 ARLINGTON VA 22204 1 01/19/01 23 0432672434 05 03/01/01 0 0000224070 O 02/01/31 0 4301748 286/G01 F 130,700.00 ZZ 360 130,472.75 1 8.750 1,028.22 100 8.500 1,028.22 SALEM VA 24153 2 01/25/01 23 0432615250 05 03/01/01 0 0000249444 O 02/01/31 0 4301936 286/G01 F 71,000.00 ZZ 360 70,899.82 1 9.750 610.00 102 9.500 610.00 LAS VEGAS NV 89128 2 01/24/01 23 0432622348 01 03/01/01 0 0000158274 O 02/01/31 0 4302127 T08/G01 F 89,000.00 T 360 88,770.39 1 9.625 756.49 104 9.375 756.49 1 MORGANTON NC 28655 1 01/24/01 23 0432622124 05 03/01/01 0 5020062 O 02/01/31 0 4302718 147/G01 F 202,425.00 ZZ 360 202,254.49 1 10.250 1,813.94 103 10.000 1,813.94 CASTLE ROCK CO 80104 1 02/26/01 23 0432643674 05 04/01/01 0 10412484 O 03/01/31 0 4302891 L86/G01 F 212,900.00 ZZ 360 212,678.39 1 9.250 1,751.48 107 9.000 1,751.48 LOS ANGELES CA 90047 1 02/22/01 23 0432665974 05 04/01/01 0 20505957 O 03/01/31 0 4303995 700/G01 F 127,650.00 ZZ 360 127,373.35 1 11.750 1,288.51 103 11.500 1,288.51 PERRIS CA 92570 1 01/31/01 23 0432615987 05 03/01/01 0 0000158260 O 02/01/31 0 4304256 E22/G01 F 226,600.00 ZZ 360 226,370.25 1 9.375 1,884.74 103 9.125 1,884.74 MANTECA CA 95336 1 02/02/01 23 0412341679 03 04/01/01 0 0412341679 O 03/01/31 0 4304273 E22/G01 F 101,900.00 ZZ 360 101,793.93 1 9.250 838.31 100 8.750 838.31 DEER PARK TX 77536 1 02/07/01 23 0412358426 05 04/01/01 0 0412358426 O 03/01/31 0 1 4304283 E22/G01 F 175,000.00 ZZ 360 174,848.61 1 10.125 1,551.94 103 9.875 1,551.94 CITRUS HEIGHTS CA 95621 1 02/05/01 23 0412366585 05 04/01/01 0 0412366585 O 03/01/31 0 4304364 069/G01 F 254,250.00 ZZ 360 253,840.39 1 10.000 2,231.23 107 9.750 2,231.23 LOS ANGELES CA 90731 1 12/29/00 23 0432615961 05 03/01/01 0 35188099676 O 02/01/31 0 4304393 K15/G01 F 127,700.00 ZZ 360 127,600.78 1 10.625 1,180.07 103 10.375 1,180.07 COPLEY TWSP OH 44321 1 02/15/01 23 0432619112 05 04/01/01 0 033705302225 O 03/01/31 0 4305527 147/G01 F 255,000.00 ZZ 360 254,817.33 1 11.000 2,428.43 102 10.750 2,428.42 GULFPORT MS 39503 1 02/13/01 23 0432630655 05 04/01/01 0 10411480 O 03/01/31 0 4305784 U05/G01 F 159,400.00 ZZ 360 159,162.93 1 9.500 1,340.32 107 9.250 1,340.32 BOWIE MD 20715 1 02/23/01 23 0432748986 05 04/01/01 0 3101438 O 03/01/31 0 4307250 U59/G01 F 119,518.00 ZZ 360 119,349.33 1 1 9.750 1,026.85 100 9.500 1,026.85 EL MIRAGE AZ 85363 1 01/30/01 23 0432600351 03 03/01/01 0 36019800679491 O 02/01/31 0 4307702 147/G01 F 62,500.00 ZZ 360 62,424.82 1 10.500 571.72 100 10.250 571.72 HOUGHTON LAKE MI 48629 1 01/31/01 23 0432604734 05 03/01/01 0 1 O 02/01/31 0 4307811 147/G01 F 32,200.00 ZZ 360 32,159.13 1 10.250 288.55 95 10.000 288.55 FREEDOM IN 47431 1 01/31/01 23 0432604536 05 03/01/01 0 1 N 02/01/31 0 4307971 147/G01 F 22,100.00 ZZ 360 22,080.88 1 10.125 195.99 100 9.875 195.99 MASONTOWN PA 15461 1 02/28/01 23 0432642775 05 04/01/01 0 10413896 O 03/01/31 0 4308181 642/G01 F 98,450.00 ZZ 360 98,339.21 1 8.875 783.31 100 8.625 783.31 UNION BRIDGE MD 21791 1 02/07/01 23 0432618742 05 04/01/01 0 02110901 O 03/01/31 0 4308581 642/G01 F 163,300.00 ZZ 360 163,069.57 1 9.750 1,403.00 100 9.500 1,403.00 SPOTSYLVANIA VA 22553 1 01/31/01 23 0432627354 03 03/01/01 0 1 01132901 O 02/01/31 0 4309129 R54/G01 F 103,683.00 ZZ 360 103,563.27 1 8.750 815.67 107 8.500 815.67 BATON ROUGE LA 70810 1 02/21/01 23 0432689453 05 04/01/01 0 2000001464 O 03/01/31 0 4309539 642/G01 F 130,433.00 ZZ 360 130,297.24 1 9.250 1,073.04 107 9.000 1,073.04 GARNER NC 27529 5 02/05/01 23 0432606051 03 04/01/01 0 01191201 O 03/01/31 0 4310043 U96/G01 F 138,550.00 ZZ 360 138,474.33 1 9.000 1,114.80 107 8.750 1,114.80 KAPAAU HI 96755 1 03/09/01 23 0432678910 01 05/01/01 0 10200045 O 04/01/31 0 4310352 E22/G01 F 44,500.00 ZZ 360 44,457.19 1 9.625 378.25 100 9.125 378.25 LAUDERDALE LAKE FL 33313 1 02/08/01 23 0412336000 01 04/01/01 0 0412336000 O 03/01/31 0 4310365 E22/G01 F 60,650.00 ZZ 360 60,617.92 2 12.375 641.41 100 11.875 641.41 NEW ORLEANS LA 70130 1 02/08/01 23 0412362253 05 04/01/01 0 0412362253 O 03/01/31 0 1 4310668 664/G01 F 173,950.00 ZZ 360 173,585.06 1 9.250 1,431.05 105 9.000 1,431.05 LONG BEACH CA 90807 1 12/26/00 23 0432652832 01 02/01/01 0 1 O 01/01/31 0 4313964 286/G01 F 107,100.00 ZZ 360 107,014.50 1 10.500 979.69 103 10.250 979.69 ROUND LAKE BEAC IL 60073 1 02/01/01 23 0432622850 05 04/01/01 0 0000227196 O 03/01/31 0 4314563 286/G01 F 42,830.00 ZZ 360 42,770.30 1 9.875 371.92 95 9.625 371.92 SAN ANTONIO TX 78249 1 01/31/01 23 0432618932 05 03/01/01 0 0000226301 N 02/01/31 0 4314795 526/G01 F 85,000.00 ZZ 360 84,922.44 1 9.875 738.10 100 9.625 738.10 MESA AZ 85201 1 02/15/01 23 0432686335 09 04/01/01 0 0440741 O 03/01/31 0 4315219 526/G01 F 77,500.00 ZZ 360 77,455.44 1 12.000 797.17 100 11.750 797.17 KISSIMMEE FL 34743 1 02/28/01 23 0432767622 03 04/01/01 0 0439219 O 03/01/31 0 4315335 642/G01 F 139,050.00 ZZ 360 138,994.69 1 10.500 1,271.94 103 10.250 1,271.94 1 SUGAR GROVE IL 60554 5 03/21/01 23 0432683522 07 05/01/01 0 02149301 O 04/01/31 0 4316193 685/G01 F 249,900.00 ZZ 360 249,633.01 1 9.125 2,033.27 100 8.875 2,033.27 LONG BEACH CA 90808 1 02/01/01 23 0432617744 05 04/01/01 0 124992 O 03/01/31 0 4317169 642/G01 F 102,897.00 ZZ 360 102,850.26 1 9.875 893.50 103 9.625 893.50 BIRMINGHAM AL 35214 1 03/13/01 23 0432666428 05 05/01/01 0 02156001 O 04/01/31 0 4318658 E22/G01 F 33,750.00 ZZ 360 33,717.53 1 9.625 286.87 95 9.125 286.87 OMAHA NE 68107 1 02/09/01 23 0412332603 05 04/01/01 0 0412332603 N 03/01/31 0 4318659 E22/G01 F 68,450.00 ZZ 360 68,380.61 1 9.375 569.33 107 9.125 569.33 LIVINGSTON TN 38570 1 02/08/01 23 0412332868 05 04/01/01 0 0412332868 O 03/01/31 0 4318673 E22/G01 F 182,300.00 ZZ 360 181,958.35 1 9.250 1,499.74 103 9.000 1,499.74 ELK GROVE CA 95758 1 02/06/01 23 0412359580 05 04/01/01 0 0412359580 O 03/01/31 0 1 4318680 E22/G01 F 149,150.00 ZZ 360 149,006.52 2 9.625 1,267.76 95 9.125 1,267.76 DALLAS TX 75206 1 02/09/01 23 0412365439 05 04/01/01 0 0412365439 N 03/01/31 0 4318682 E22/G01 F 89,500.00 ZZ 360 89,411.61 1 9.500 752.56 100 9.250 752.56 SALT LAKE CITY UT 84107 1 02/07/01 23 0412368532 01 04/01/01 0 0412368532 O 03/01/31 0 4318692 E22/G01 F 77,000.00 ZZ 360 76,925.93 1 9.625 654.49 107 9.375 654.49 BAY CITY MI 48706 1 02/09/01 23 0412379208 05 04/01/01 0 0412379208 O 03/01/31 0 4318921 R74/G01 F 185,400.00 ZZ 360 185,235.28 1 10.000 1,627.02 103 9.750 1,627.02 UNIONDALE NY 11553 1 02/14/01 23 0432657567 05 04/01/01 0 1010015898 O 03/01/31 0 4319191 286/G01 F 267,500.00 ZZ 360 267,091.56 1 9.375 2,224.93 107 9.125 2,224.93 YARDLEY PA 19067 1 01/30/01 23 0432635886 05 03/01/01 0 0000224415 O 02/01/31 0 4319761 286/G01 F 40,479.00 ZZ 360 40,364.02 1 1 10.125 358.98 103 9.875 358.98 INDEPENDENCE MO 64053 1 01/26/01 23 0432628048 05 03/01/01 0 000236869 O 02/01/31 0 4319867 E82/G01 F 109,900.00 ZZ 360 109,809.89 1 10.375 995.04 100 10.125 995.04 CONCORD NC 28025 1 02/09/01 23 0400366852 05 04/01/01 0 0400366852 O 03/01/31 0 4322878 U59/G01 F 101,115.00 ZZ 360 100,963.04 1 9.500 850.23 107 9.250 850.23 MAPLE HEIGHTS OH 44137 1 02/15/01 23 0432620409 05 03/15/01 0 800767227 O 02/15/31 0 4322894 286/G01 F 148,200.00 ZZ 360 147,990.88 1 9.750 1,273.27 95 9.500 1,273.27 ALEXANDRIA VA 22314 1 02/01/01 23 0432614147 07 03/01/01 0 0000222409 N 02/01/31 0 4323318 526/G01 F 156,500.00 ZZ 360 156,337.10 1 9.250 1,287.49 104 9.000 1,287.49 RIDGELAND MS 39157 1 02/21/01 23 0432692523 05 04/01/01 0 0440726 O 03/01/31 0 4324710 700/G01 F 192,139.00 ZZ 360 191,939.01 1 9.250 1,580.68 100 9.000 1,580.68 LAS VEGAS NV 89130 1 02/21/01 23 0432704013 05 04/01/01 0 1 00256087 O 03/01/31 0 4325366 E22/G01 F 96,300.00 ZZ 360 96,191.62 1 8.875 766.21 107 8.625 766.21 PHOENIX AZ 85051 9 02/06/01 10 0412293656 05 04/01/01 25 0412293656 O 03/01/31 0 4325397 E22/G01 F 222,500.00 ZZ 360 222,072.84 1 9.375 1,850.64 107 9.125 1,850.64 KENNER LA 70065 9 02/07/01 23 0412354656 05 04/01/01 0 0412354656 O 03/01/31 0 4325402 E22/G01 F 162,500.00 ZZ 360 162,335.24 1 9.375 1,351.59 100 8.875 1,351.59 NAPLES FL 34104 1 02/12/01 23 0412360141 05 04/01/01 0 0412360141 O 03/01/31 0 4325403 E22/G01 F 160,393.00 ZZ 360 160,214.08 1 9.125 1,305.01 107 8.875 1,305.01 KENNEWICK WA 99337 1 01/31/01 23 0412360992 05 04/01/01 0 0412360992 O 03/01/31 0 4325407 E22/G01 F 123,600.00 ZZ 360 123,373.91 1 9.375 1,028.04 103 8.875 1,028.04 SUNRISE FL 33326 9 02/07/01 23 0412362071 03 04/01/01 0 0412362071 O 03/01/31 0 1 4325409 E22/G01 F 70,300.00 ZZ 360 70,232.37 1 9.625 597.54 95 9.375 597.54 MESQUITE TX 75149 1 02/09/01 23 0412364739 05 04/01/01 0 0412364739 N 03/01/31 0 4327829 T24/G01 F 71,050.00 ZZ 360 70,941.52 1 9.375 590.96 107 9.125 590.96 KITTANNING PA 16201 1 02/02/01 23 0432608438 05 03/01/01 0 BASHLINE O 02/01/31 0 4328199 286/G01 F 257,750.00 ZZ 360 257,324.45 1 9.000 2,073.92 104 8.750 2,073.92 ARLINGTON VA 22207 1 01/26/01 23 0432618551 05 03/01/01 0 000242268 O 02/01/31 0 4328253 642/G01 F 87,200.00 ZZ 360 87,151.12 1 8.875 693.80 107 8.625 693.80 JEFFERSONVILLE IN 47130 1 03/22/01 23 0432684413 05 05/01/01 0 02154701 O 04/01/31 0 4328367 948/G01 F 180,300.00 ZZ 360 180,208.94 1 9.375 1,499.65 100 9.125 1,499.65 MERIDIAN ID 83642 1 03/14/01 23 0432669844 03 05/01/01 0 57148 O 04/01/31 0 4328523 808/G01 F 221,500.00 ZZ 360 221,263.35 1 9.125 1,802.20 100 8.875 1,802.20 1 ORANGE CA 92707 1 02/26/01 23 0432662047 05 04/01/01 0 1 O 03/01/31 0 4328867 T08/G01 F 88,255.00 ZZ 360 88,172.31 1 9.750 758.25 95 9.500 758.25 REX GA 30273 1 02/20/01 23 0432636595 05 04/01/01 0 501026 N 03/01/31 0 4330566 U05/G01 F 48,650.00 ZZ 360 48,603.20 1 9.625 413.52 100 9.375 413.52 SAN ANTONIO TX 78220 1 02/28/01 23 0432681252 05 04/01/01 0 3104935 O 03/01/31 0 4331496 E22/G01 F 249,750.00 ZZ 360 249,555.94 1 10.625 2,307.93 100 10.125 2,307.93 CORDOVA TN 38018 1 02/13/01 23 0412381295 03 04/01/01 0 0412381295 O 03/01/31 0 4331497 E22/G01 F 106,500.00 ZZ 360 106,394.82 1 9.500 895.51 100 9.000 895.51 PORT ST. LUCIE FL 34952 1 02/13/01 23 0412385189 05 04/01/01 0 0412385189 O 03/01/31 0 4335782 526/G01 F 242,050.00 ZZ 360 241,956.37 1 10.625 2,236.78 103 10.375 2,236.78 NOVI MI 48375 5 03/12/01 23 0432743193 05 05/01/01 0 0441136 O 04/01/31 0 1 4335965 E87/G01 F 204,700.00 ZZ 360 204,457.41 1 8.625 1,592.14 103 8.375 1,592.14 CENTREVILLE MD 21617 5 02/24/01 23 0432634244 05 04/01/01 0 01010458 O 03/01/31 0 4336305 U05/G01 F 241,100.00 ZZ 360 240,868.08 1 9.625 2,049.32 100 9.375 2,049.32 CITRUS HEIGHTS CA 95610 1 02/27/01 23 0432678274 05 04/01/01 0 3108402 O 03/01/31 0 4337733 E22/G01 F 240,750.00 ZZ 360 240,499.42 1 9.250 1,980.59 107 9.000 1,980.59 CORNELIUS NC 28031 2 02/09/01 23 0412350787 03 04/01/01 0 0412350787 O 03/01/31 0 4337740 E22/G01 F 103,790.00 ZZ 360 103,687.50 1 9.500 872.72 107 9.250 872.72 STOCKTON CA 95205 1 02/07/01 23 0412357725 05 04/01/01 0 0412357725 O 03/01/31 0 4337742 E22/G01 F 166,000.00 ZZ 360 165,795.77 1 8.625 1,291.13 105 8.125 1,291.13 SACRAMENTO CA 95826 1 02/08/01 23 0412357915 05 04/01/01 0 0412357915 O 03/01/31 0 4337756 E22/G01 F 60,800.00 ZZ 360 60,738.29 1 1 9.625 516.79 107 9.375 516.79 STANTON MI 48888 1 02/14/01 23 0412369589 05 04/01/01 0 0412369589 O 03/01/31 0 4337769 E22/G01 F 155,000.00 ZZ 360 154,850.90 1 9.625 1,317.48 100 9.375 1,317.48 AURORA CO 80012 1 02/14/01 23 0412376568 05 04/01/01 0 0412376568 O 03/01/31 0 4337773 E22/G01 F 47,000.00 ZZ 360 46,957.13 1 9.875 408.12 100 9.625 408.12 OSCODA MI 48750 1 02/14/01 23 0412377970 05 04/01/01 0 0412377970 O 03/01/31 0 4337776 E22/G01 F 151,550.00 ZZ 360 151,392.27 1 9.250 1,246.76 103 9.000 1,246.76 CAMERON PARK CA 95682 1 02/09/01 23 0412378937 09 04/01/01 0 0412378937 O 03/01/31 0 4337780 E22/G01 F 126,950.00 ZZ 360 126,853.99 1 10.750 1,185.05 100 10.250 1,185.05 RICHMOND VA 23231 1 02/14/01 23 0412383002 05 04/01/01 0 0412383002 O 03/01/31 0 4337781 E22/G01 F 70,900.00 ZZ 360 70,829.97 1 9.500 596.17 95 9.000 596.17 DENTON TX 76201 1 02/14/01 23 0412384620 05 04/01/01 0 1 0412384620 N 03/01/31 0 4338192 U59/G01 F 89,610.00 ZZ 360 89,521.49 1 9.500 753.49 103 9.250 753.49 IRVING TX 75060 1 02/28/01 23 0432666329 05 04/01/01 0 800754753 O 03/01/31 0 4338952 U59/G01 F 53,500.00 ZZ 360 53,448.52 1 9.625 454.75 107 9.375 454.75 ROCHESTER NY 14621 2 02/23/01 23 0432655736 05 04/01/01 0 01933800754761 O 03/01/31 0 4340903 E22/G01 F 152,475.00 ZZ 360 152,303.41 1 8.875 1,213.16 107 8.625 1,213.16 SEATTLE WA 98106 1 02/07/01 23 0412336315 05 04/01/01 0 0412336315 O 03/01/31 0 4340907 E22/G01 F 102,950.00 ZZ 360 102,853.55 1 9.750 884.50 100 9.250 884.50 LAKE PARK FL 33403 1 02/15/01 23 0412353807 05 04/01/01 0 0412353807 O 03/01/31 0 4340912 E22/G01 F 85,600.00 ZZ 360 85,451.20 1 9.375 711.98 107 8.875 711.98 BELLEVUE NE 68005 1 02/15/01 23 0412364390 05 04/01/01 0 0412364390 O 03/01/31 0 1 4340914 E22/G01 F 126,950.00 ZZ 360 126,827.88 1 9.625 1,079.06 100 9.375 1,079.06 HARWOOD HEIGHTS IL 60706 1 02/15/01 23 0412369621 05 04/01/01 0 0412369621 O 03/01/31 0 4340923 E22/G01 F 123,600.00 ZZ 360 123,526.91 1 11.875 1,259.49 103 11.625 1,259.49 HOUSTON TX 77015 1 02/14/01 23 0412383408 03 04/01/01 0 0412383408 O 03/01/31 0 4340924 E22/G01 F 96,300.00 ZZ 360 96,090.88 1 8.875 766.21 107 8.625 766.21 FULTON MS 38843 9 02/10/01 23 0412383465 05 04/01/01 0 0412383465 O 03/01/31 0 4341115 642/G01 F 128,750.00 ZZ 360 128,496.29 1 10.625 1,189.78 103 10.375 1,189.78 HAW RIVER NC 27258 2 11/07/00 23 0432619245 05 01/01/01 0 10149000 O 12/01/30 0 4341636 U05/G01 F 144,900.00 ZZ 360 144,767.79 1 9.875 1,258.24 103 9.625 1,258.24 CHANDLER AZ 85224 1 02/27/01 23 0432670859 03 04/01/01 0 3110710 O 03/01/31 0 4342188 U05/G01 F 176,130.00 ZZ 360 175,951.42 1 9.375 1,464.96 103 9.125 1,464.96 1 SCOTTSDALE AZ 85254 1 02/26/01 23 0432670222 05 04/01/01 0 3106397 O 03/01/31 0 4343152 Q64/G01 F 87,500.00 ZZ 360 87,411.26 1 9.375 727.79 100 9.125 727.79 WAYCROSS GA 31503 1 02/12/01 23 0432703304 05 04/01/01 0 0101645505 O 03/01/31 0 4345057 P30/G01 F 119,000.00 ZZ 360 118,940.47 1 12.625 1,281.59 100 12.375 1,281.59 GREENSBORO NC 27410 1 03/02/01 23 0432648491 09 04/01/01 0 0444544 O 03/01/31 0 4345260 455/G01 F 64,850.00 ZZ 360 64,787.61 1 9.625 551.22 100 9.375 551.22 COVINGTON GA 30014 1 02/27/01 23 0432677136 05 04/01/01 0 18000863 O 03/01/31 0 4345441 U59/G01 F 49,400.00 ZZ 360 49,375.97 1 12.750 536.83 103 12.500 536.83 NEWPORT TN 37821 1 02/28/01 23 0432665776 05 04/01/01 0 800739726 O 03/01/31 0 4345554 808/G01 F 167,200.00 ZZ 360 167,011.83 2 8.875 1,330.32 105 8.625 1,330.32 MODESTO CA 95354 5 02/20/01 23 0432639433 05 04/01/01 0 9419843 O 03/01/31 0 1 4345841 U05/G01 F 79,700.00 ZZ 360 79,623.33 1 9.625 677.44 107 9.375 677.44 MEMPHIS TN 38118 5 02/23/01 23 0432658821 05 04/01/01 0 3108009 O 03/01/31 0 4346425 E22/G01 F 179,150.00 ZZ 360 179,010.79 1 10.625 1,655.52 103 10.375 1,655.52 HARAHAN LA 70123 1 02/16/01 23 0412310112 05 04/01/01 0 0412310112 O 03/01/31 0 4346429 E22/G01 F 148,600.00 ZZ 360 148,316.86 1 9.875 1,290.37 107 9.375 1,290.37 JACKSONVILLE FL 32221 1 02/16/01 23 0412324824 03 04/01/01 0 0412324824 O 03/01/31 0 4346445 E22/G01 F 106,400.00 ZZ 360 106,297.65 1 9.625 904.39 95 9.375 904.39 LAS VEGAS NV 89108 1 02/09/01 23 0412363020 05 04/01/01 0 0412363020 N 03/01/31 0 4346462 E22/G01 F 211,000.00 ZZ 360 210,762.55 1 8.875 1,678.81 105 8.625 1,678.81 LAKE FOREST CA 92630 1 02/13/01 23 0412378986 01 04/01/01 0 0412378986 O 03/01/31 0 4346471 E22/G01 F 125,150.00 ZZ 360 125,019.74 1 1 9.250 1,029.58 107 9.000 1,029.58 SOUTH BURLINGTO VT 05403 1 02/16/01 23 0412385957 05 04/01/01 0 0412385957 O 03/01/31 0 4346473 E22/G01 F 68,000.00 ZZ 360 67,927.35 1 9.125 553.27 100 8.875 553.27 CONROE TX 77301 1 02/14/01 23 0412387037 05 04/01/01 0 0412387037 O 03/01/31 0 4346475 E22/G01 F 144,900.00 ZZ 360 144,781.19 1 10.375 1,311.93 100 10.125 1,311.93 SAGINAW MI 48603 1 02/16/01 23 0412393175 05 04/01/01 0 0412393175 O 03/01/31 0 4346540 U05/G01 F 126,650.00 ZZ 360 126,514.69 1 9.125 1,030.47 103 8.875 1,030.47 KNOXVILLE TN 37909 1 02/28/01 23 0432673556 05 04/01/01 0 3109014 O 03/01/31 0 4346806 642/G01 F 154,000.00 ZZ 360 153,922.24 1 9.375 1,280.89 107 9.125 1,280.89 HANAMAULU HI 96715 5 03/23/01 23 0432688521 05 05/01/01 0 10211600 O 04/01/31 0 4349634 642/G01 F 128,750.00 ZZ 360 128,626.15 1 9.625 1,094.36 103 9.375 1,094.36 WESTBURY NY 11590 1 02/12/01 23 0432625424 05 04/01/01 0 1 01138401 O 03/01/31 0 4349647 U59/G01 F 111,000.00 ZZ 360 110,893.22 1 9.625 943.49 100 9.375 943.49 ANACORTES WA 98221 1 03/06/01 23 0432665529 05 04/06/01 0 800782014 O 03/06/31 0 4350604 T08/G01 F 97,500.00 ZZ 360 97,406.21 1 9.625 828.74 100 9.375 828.74 JACKSONVILLE FL 32205 1 02/23/01 23 0432641983 05 04/01/01 0 21020064 O 03/01/31 0 4350619 147/G01 F 122,000.00 ZZ 360 121,824.06 1 10.375 1,104.60 100 10.125 1,104.60 POMONA CA 91767 1 01/29/01 23 0432625085 05 03/01/01 0 10410537 O 02/01/31 0 4351098 G75/G01 F 88,800.00 ZZ 360 88,746.20 1 8.500 682.80 107 8.250 682.80 BALTIMORE MD 21239 2 03/08/01 23 0432720498 02 05/01/01 0 04267678 O 04/01/31 0 4351148 U05/G01 F 61,550.00 ZZ 360 61,550.00 1 9.375 511.94 107 9.125 511.94 BYERS TX 76357 1 04/12/01 23 0432754216 05 06/01/01 0 3108359 O 05/01/31 0 1 4351314 E84/G01 F 101,000.00 ZZ 360 100,910.26 1 10.000 886.35 100 9.750 886.35 MESQUITE TX 75181 1 02/23/01 23 0432692820 05 04/01/01 0 32601958 O 03/01/31 0 4351637 E87/G01 F 255,700.00 ZZ 360 255,541.07 1 8.375 1,943.50 107 8.125 1,943.50 LOS ALAMOS CA 93440 1 03/05/01 23 0432657047 09 05/01/01 0 004210464001 O 04/01/31 0 4352073 L86/G01 F 175,000.00 ZZ 360 174,911.63 1 9.375 1,455.56 100 9.125 1,455.56 RANCHO SANTA MA CA 92688 1 02/28/01 23 0432679660 01 05/01/01 0 20505613 O 04/01/31 0 4352389 664/G01 F 178,200.00 ZZ 360 178,004.59 1 9.000 1,433.84 104 8.750 1,433.84 DES MOINES WA 98198 1 02/20/01 23 0432680254 05 04/01/01 0 0003778669 O 03/01/31 0 4353039 E82/G01 F 77,500.00 ZZ 360 77,427.40 1 9.750 665.84 100 9.500 665.84 JONESBORO GA 30238 1 02/21/01 23 0400379491 05 04/01/01 0 0400379491 O 03/01/31 0 4353040 E82/G01 F 172,500.00 ZZ 360 171,715.91 1 9.375 1,434.77 100 9.125 1,434.77 1 WOODBURY CT 06798 1 02/21/01 23 0400392528 05 04/01/01 0 0400392528 O 03/01/31 0 4353054 E45/G01 F 209,720.00 ZZ 360 209,501.72 1 9.250 1,725.31 107 9.000 1,725.31 ORLANDO FL 32828 5 02/23/01 23 0432662120 05 04/01/01 0 113554 O 03/01/31 0 4353635 455/G01 F 120,000.00 ZZ 360 119,881.47 1 9.500 1,009.03 100 9.250 1,009.03 WOODSTOCK GA 30188 1 02/28/01 23 0432648459 05 04/01/01 0 17001130 O 03/01/31 0 4354094 E87/G01 F 81,885.00 ZZ 360 81,829.44 1 11.250 795.32 103 11.000 795.32 MIDLAND TX 79705 1 02/28/01 23 0432638831 05 04/01/01 0 01010616 O 03/01/31 0 4354328 642/G01 F 142,342.00 ZZ 360 142,168.92 1 8.500 1,094.49 104 8.250 1,094.49 LAS VEGAS NV 89108 2 02/08/01 23 0432618825 05 04/01/01 0 01134601 O 03/01/31 0 4354364 253/G01 F 149,250.00 ZZ 360 149,106.43 1 9.625 1,268.61 95 9.375 1,268.61 ENGLEWOOD CO 80112 1 02/26/01 23 0432660272 09 04/01/01 0 963595 N 03/01/31 0 1 4355414 U59/G01 F 144,605.00 ZZ 360 144,411.46 1 10.000 1,269.02 105 9.750 1,269.02 JOLIET IL 60433 1 02/26/01 23 0432655744 05 03/26/01 0 01933800771113 O 02/26/31 0 4355665 664/G01 F 107,000.00 ZZ 360 106,885.68 1 9.125 870.59 103 8.875 870.59 BELOIT WI 53511 1 02/23/01 23 0432687150 01 04/01/01 0 0003895075 O 03/01/31 0 4355781 U05/G01 F 165,000.00 ZZ 360 164,841.28 1 9.625 1,402.48 100 9.375 1,402.48 SCOTTSDALE AZ 85257 1 02/23/01 23 0432685030 09 04/01/01 0 3108702 O 03/01/31 0 4356883 526/G01 F 76,000.00 ZZ 360 75,926.89 1 9.625 645.99 95 9.375 645.99 DOUGLASVILLE GA 30135 1 02/23/01 23 0432725588 05 04/01/01 0 0440711 N 03/01/31 0 4357480 624/G01 F 228,350.00 ZZ 360 228,086.28 1 8.750 1,796.43 106 8.500 1,796.43 MESA AZ 85212 1 02/20/01 23 0432649531 03 04/01/01 0 35500910426 O 03/01/31 0 4358308 E22/G01 F 159,700.00 ZZ 360 159,533.78 1 1 9.250 1,313.81 105 8.750 1,313.81 HILLSBORO OR 97124 1 02/14/01 23 0412361412 05 04/01/01 0 0412361412 O 03/01/31 0 4358312 E22/G01 F 75,150.00 ZZ 360 75,086.71 1 10.250 673.42 103 9.750 673.42 SUNRISE FL 33326 1 02/20/01 23 0412363871 01 04/01/01 0 0412363871 O 03/01/31 0 4358313 E22/G01 F 34,200.00 ZZ 360 34,156.94 1 9.625 290.70 95 9.375 290.70 AIKEN SC 29801 1 02/09/01 23 0412365454 05 04/01/01 0 0412365454 N 03/01/31 0 4358325 E22/G01 F 116,000.00 ZZ 360 115,766.99 1 9.375 964.83 100 9.125 964.83 PFLUGERVILLE TX 78660 1 02/16/01 23 0412375479 03 04/01/01 0 0412375479 O 03/01/31 0 4358334 E22/G01 F 270,000.00 ZZ 360 269,726.25 1 9.375 2,245.72 100 9.125 2,245.72 DETROIT MI 48221 1 02/20/01 23 0412379240 05 04/01/01 0 0412379240 O 03/01/31 0 4358355 E22/G01 F 164,900.00 ZZ 360 164,737.14 1 9.500 1,386.57 105 9.000 1,386.57 DESTIN FL 32541 1 02/20/01 23 0412402562 05 04/01/01 0 1 0412402562 O 03/01/31 0 4358356 E22/G01 F 50,800.00 ZZ 360 50,751.14 1 9.625 431.79 95 9.375 431.79 PALM BAY FL 32907 1 02/20/01 23 0412410748 05 04/01/01 0 0412410748 N 03/01/31 0 4358647 B28/G01 F 211,250.00 ZZ 360 211,006.02 1 8.750 1,661.91 106 8.500 1,661.91 THORNTON CO 80229 1 02/23/01 23 0432668838 05 04/01/01 0 0101150050 O 03/01/31 0 4360393 286/G01 F 153,900.00 ZZ 360 153,652.40 1 9.125 1,252.19 106 8.875 1,252.19 CHESTERFIELD VA 23838 2 01/26/01 23 0432618924 05 03/01/01 0 0000241287 O 02/01/31 0 4361386 T24/G01 F 178,800.00 ZZ 360 178,613.25 1 9.250 1,470.94 106 9.000 1,470.94 WALNUT CREEK CA 94598 1 02/01/01 23 0432678712 01 04/01/01 0 09800178 O 03/01/31 0 4361521 E87/G01 F 185,290.00 ZZ 360 185,111.75 1 9.625 1,574.95 103 9.375 1,574.95 SANTA MARIA CA 93454 1 02/23/01 23 0432640712 05 04/01/01 0 70003272 O 03/01/31 0 1 4362369 L86/G01 F 143,150.00 ZZ 360 143,015.88 1 9.750 1,229.88 103 9.500 1,229.88 EL CENTRO CA 92243 1 02/28/01 23 0432677193 05 04/01/01 0 20506012 O 03/01/31 0 4364023 642/G01 F 241,285.00 ZZ 360 241,046.68 1 9.500 2,028.86 107 9.250 2,028.86 TORRANCE CA 90504 1 02/16/01 23 0432622033 01 04/01/01 0 12148801 O 03/01/31 0 4364610 964/G01 F 125,000.00 ZZ 360 124,599.36 1 8.875 994.56 100 8.625 994.56 LAS VEGAS NV 89121 1 03/01/01 23 0432680817 05 04/01/01 0 420109345 O 03/01/31 0 4364623 U05/G01 F 249,250.00 ZZ 360 249,010.22 1 9.625 2,118.60 102 9.375 2,118.60 DALLAS TX 75240 1 02/27/01 23 0432699858 05 04/01/01 0 3103634 O 03/01/31 0 4365589 E22/G01 F 92,000.00 ZZ 360 91,908.71 1 9.750 790.42 107 9.500 790.42 MUSKEGON MI 49441 9 02/15/01 23 0412366189 05 04/01/01 0 0412366189 O 03/01/31 0 4365591 E22/G01 F 75,800.00 ZZ 360 75,721.10 1 9.250 623.59 106 9.000 623.59 1 MEMPHIS TN 38128 1 02/21/01 23 0412369084 05 04/01/01 0 0412369084 O 03/01/31 0 4365608 E22/G01 F 49,400.00 ZZ 360 49,352.49 1 9.625 419.89 95 9.375 419.89 BAY CITY MI 48706 1 02/21/01 23 0412390262 05 04/01/01 0 0412390262 N 03/01/31 0 4366234 P30/G01 F 162,275.00 ZZ 360 162,126.19 1 9.875 1,409.11 102 9.625 1,409.11 CHARLOTTE NC 28277 1 02/28/01 23 0432657609 05 04/01/01 0 0443691 O 03/01/31 0 4366587 664/G01 F 83,000.00 ZZ 360 82,910.43 1 9.125 675.32 106 8.875 675.32 LEXINGTON TN 38351 1 02/27/01 23 0432675056 05 04/01/01 0 0003751641 O 03/01/31 0 4366597 455/G01 F 109,300.00 ZZ 360 109,194.86 1 9.625 929.04 100 9.375 929.04 NEWNAN GA 30265 1 02/28/01 23 0432675577 05 04/01/01 0 09001098 O 03/01/31 0 4367520 964/G01 F 143,800.00 ZZ 360 143,646.38 1 9.125 1,170.00 100 8.875 1,170.00 SILT CO 81652 1 02/28/01 23 0432692648 05 04/01/01 0 92973 O 03/01/31 0 1 4367727 U05/G01 F 96,300.00 ZZ 360 96,191.62 1 8.875 766.21 107 8.625 766.21 PALM BEACH GARD FL 33418 1 02/28/01 23 0432647774 09 04/01/01 0 3097176 O 03/01/31 0 4370994 808/G01 F 209,000.00 ZZ 360 208,882.83 1 8.875 1,662.90 100 8.625 1,662.90 LOS ANGELES CA 91335 1 03/20/01 23 0432699361 05 05/01/01 0 9317901 O 04/01/31 0 4371633 E22/G01 F 98,950.00 ZZ 360 98,852.26 2 9.500 832.03 107 9.250 832.03 WINOOSKI VT 05404 1 02/22/01 23 0412338063 05 04/01/01 0 0412338063 O 03/01/31 0 4371638 E22/G01 F 257,500.00 ZZ 360 257,238.92 1 9.375 2,141.75 107 9.125 2,141.75 DUBLIN CA 94568 1 02/20/01 23 0412346546 01 04/01/01 0 0412346546 O 03/01/31 0 4371669 E22/G01 F 89,850.00 ZZ 360 89,748.88 1 8.875 714.89 107 8.375 714.89 MIAMI FL 33186 9 02/16/01 23 0412383200 01 04/01/01 0 0412383200 O 03/01/31 0 4371670 E22/G01 F 75,500.00 ZZ 360 75,421.42 1 1 9.250 621.12 100 8.750 621.12 GRAND PRAIRIE TX 75050 1 02/21/01 23 0412384679 05 04/01/01 0 0412384679 O 03/01/31 0 4371682 E22/G01 F 272,950.00 ZZ 360 272,720.10 1 10.250 2,445.91 103 10.000 2,445.91 SCOTTSDALE AZ 85255 1 02/17/01 23 0412397598 01 04/01/01 0 0412397598 O 03/01/31 0 4371684 E22/G01 F 76,000.00 ZZ 360 75,924.94 1 9.500 639.05 95 9.250 639.05 KANSAS CITY MO 64134 1 02/22/01 23 0412398612 05 04/01/01 0 0412398612 N 03/01/31 0 4373099 T17/G01 F 145,000.00 ZZ 360 144,800.73 1 9.875 1,259.11 100 9.625 1,259.11 LAWRENCEVILLE GA 30043 1 02/28/01 23 0432652329 05 03/29/01 0 01020514 O 02/28/31 0 4373404 B28/G01 F 161,000.00 ZZ 360 160,313.61 1 9.625 1,368.48 100 9.375 1,368.48 LAKEWOOD CO 80215 1 02/28/01 23 0432740173 01 04/01/01 0 0102140007 O 03/01/31 0 4373460 685/G01 F 144,850.00 ZZ 360 144,682.71 1 8.750 1,139.54 100 8.500 1,139.54 BROWNS SUMMIT NC 27214 1 02/28/01 23 0432670131 05 04/01/01 0 1 910477 O 03/01/31 0 4373937 N67/G01 F 123,000.00 ZZ 360 122,881.67 1 9.625 1,045.49 100 9.375 1,045.49 SCOTTSDALE AZ 85250 1 02/13/01 23 0432627735 09 04/01/01 0 1780005281 O 03/01/31 0 4374068 664/G01 F 169,900.00 ZZ 360 169,718.47 1 9.125 1,382.37 100 8.875 1,382.37 CHINO HILLS CA 91709 1 02/28/01 23 0432686616 01 04/01/01 0 10062 O 03/01/31 0 4376197 U28/G01 F 66,950.00 ZZ 360 66,923.39 1 10.500 612.42 103 10.250 612.42 SWAINSBORO GA 30401 1 03/08/01 23 0432703072 05 05/01/01 0 WOMACK O 04/01/31 0 4377668 940/G01 F 113,750.00 ZZ 360 113,631.59 1 9.250 935.80 100 9.000 935.80 RIVERSIDE CA 92501 1 02/28/01 23 0432648434 05 04/01/01 0 CP5303 O 03/01/31 0 4378271 E22/G01 F 109,686.00 ZZ 360 109,574.79 1 9.375 912.31 100 8.875 912.31 ALBANY OR 97321 1 02/20/01 23 0412309205 05 04/01/01 0 0412309205 O 03/01/31 0 1 4378289 E22/G01 F 90,700.00 ZZ 360 90,564.63 1 9.750 779.25 95 9.500 779.25 LITTLE ROCK AR 72211 1 02/23/01 23 0412367245 05 04/01/01 0 0412367245 N 03/01/31 0 4378290 E22/G01 F 35,300.00 ZZ 360 35,265.14 1 9.500 296.82 107 9.000 296.82 COCONUT CREEK FL 33066 1 02/23/01 23 0412368433 01 04/01/01 0 0412368433 O 03/01/31 0 4378292 E22/G01 F 97,850.00 ZZ 360 97,758.33 1 9.750 840.68 95 9.500 840.68 LITTLE ROCK AR 72211 1 02/23/01 23 0412369753 05 04/01/01 0 0412369753 N 03/01/31 0 4378295 E22/G01 F 142,500.00 ZZ 360 142,312.53 1 9.625 1,211.23 100 9.375 1,211.23 FREEHOLD NJ 07728 1 02/23/01 23 0412373631 01 04/01/01 0 0412373631 O 03/01/31 0 4378296 E22/G01 F 176,000.00 ZZ 360 175,821.55 1 9.375 1,463.88 107 9.125 1,463.88 MINNEAPOLIS MN 55410 1 02/23/01 23 0412374886 05 04/01/01 0 0412374886 O 03/01/31 0 4378301 E22/G01 F 146,205.00 ZZ 360 146,064.35 1 9.625 1,242.73 95 9.375 1,242.73 1 LAS VEGAS NV 89121 1 02/16/01 23 0412377418 05 04/01/01 0 0412377418 N 03/01/31 0 4378304 E22/G01 F 144,500.00 ZZ 360 144,353.49 1 9.375 1,201.88 105 9.125 1,201.88 HOLLY MI 48442 1 02/23/01 23 0412382632 05 04/01/01 0 0412382632 O 03/01/31 0 4378310 E22/G01 F 264,950.00 ZZ 360 264,688.33 2 9.500 2,227.84 100 9.250 2,227.84 OAKLAND CA 94603 1 02/13/01 23 0412385213 05 04/01/01 0 0412385213 O 03/01/31 0 4378322 E22/G01 F 143,900.00 ZZ 360 143,761.59 1 9.625 1,223.13 100 9.375 1,223.13 WATERFORD MI 48328 1 02/23/01 23 0412396459 05 04/01/01 0 0412396459 O 03/01/31 0 4378324 E22/G01 F 245,950.00 ZZ 360 245,680.31 1 9.000 1,978.97 107 8.750 1,978.97 GAITHERSBURG MD 20878 1 02/23/01 23 0412398844 01 04/01/01 0 0412398844 O 03/01/31 0 4378330 E22/G01 F 53,000.00 ZZ 360 52,949.02 1 9.625 450.49 100 9.375 450.49 KOKOMO IN 46901 1 02/23/01 23 0412402158 05 04/01/01 0 0412402158 O 03/01/31 0 1 4378331 E22/G01 F 148,300.00 ZZ 360 148,219.33 1 12.250 1,554.03 103 11.750 1,554.03 RENO NV 89502 1 02/19/01 23 0412402356 05 04/01/01 0 0412402356 O 03/01/31 0 4378334 E22/G01 F 20,900.00 ZZ 360 20,879.90 1 9.625 177.65 95 9.125 177.65 SOUTH BEND IN 46615 1 02/23/01 23 0412405953 05 04/01/01 0 0412405953 N 03/01/31 0 4378335 E22/G01 F 210,000.00 ZZ 360 208,107.32 1 8.875 1,670.85 104 8.625 1,670.85 SACRAMENTO CA 95819 1 02/20/01 23 0412406217 05 04/01/01 0 0412406217 O 03/01/31 0 4378337 E22/G01 F 121,800.00 ZZ 360 121,682.83 1 9.625 1,035.29 100 9.375 1,035.29 KENNESAW GA 30144 1 02/23/01 23 0412412728 05 04/01/01 0 0412412728 O 03/01/31 0 4378518 B28/G01 F 193,200.00 ZZ 360 192,971.06 1 8.625 1,502.69 105 8.375 1,502.69 BROOMFIELD CO 80020 1 03/01/01 23 0432668911 03 04/01/01 0 0102260032 O 03/01/31 0 4380096 069/G01 F 196,800.00 ZZ 360 196,489.13 1 1 10.000 1,727.07 100 9.750 1,727.07 ORANGE CA 92868 1 02/23/01 23 0432767614 01 04/01/01 0 35188116595 O 03/01/31 0 4380578 964/G01 F 173,294.00 ZZ 360 173,199.35 1 9.000 1,394.36 100 8.750 1,394.36 LAS VEGAS NV 89131 1 03/05/01 23 0432745834 03 05/01/01 0 42092764 O 04/01/31 0 4380859 W09/G01 F 32,950.00 ZZ 360 32,930.50 1 11.875 335.77 103 11.625 335.77 WHITEHOUSE OH 43571 1 02/16/01 23 0432651164 05 04/01/01 0 20016097 O 03/01/31 0 4381078 253/G01 F 38,520.00 ZZ 360 38,520.00 1 9.125 313.42 107 8.875 313.42 ATHENS TX 75751 1 04/12/01 23 0432758894 05 06/01/01 0 964250 O 05/01/31 0 4381185 B57/G01 F 191,500.00 ZZ 360 191,383.99 1 8.500 1,472.47 107 8.250 1,472.47 LOS ANGELES CA 91040 1 03/09/01 23 0432675783 05 05/01/01 0 2110567 O 04/01/31 0 4381626 286/G01 F 64,300.00 ZZ 360 64,234.80 1 10.250 576.20 103 10.000 576.20 APPLETON WI 54911 1 02/28/01 23 0432712651 05 04/01/01 0 1 0000259250 O 03/01/31 0 4381683 562/G01 F 251,450.00 ZZ 360 251,319.64 2 9.250 2,068.62 107 9.000 2,068.62 BROOKLYN NY 11234 1 03/29/01 23 0432693687 05 05/01/01 0 297002322 O 04/01/31 0 4383812 700/G01 F 128,000.00 ZZ 360 127,938.68 1 9.625 1,087.99 100 9.375 1,087.99 LAS VEGAS NV 89108 1 03/05/01 23 0432704039 05 05/01/01 0 00256533 O 04/01/31 0 4384057 964/G01 F 119,480.00 ZZ 360 119,409.46 1 8.625 929.30 103 8.375 929.30 NORTH HIGHLANDS CA 95660 1 03/02/01 23 0432683175 05 05/01/01 0 103842 O 04/01/31 0 4384207 E22/G01 F 40,750.00 ZZ 360 40,710.80 1 9.625 346.37 95 9.375 346.37 INDIANAPOLIS IN 46235 1 02/26/01 23 0412293920 05 04/01/01 0 0412293920 N 03/01/31 0 4384220 E22/G01 F 170,700.00 ZZ 360 170,492.43 1 8.500 1,312.54 106 8.000 1,312.54 BARTLETT TN 38133 1 02/26/01 23 0412351991 05 04/01/01 0 0412351991 O 03/01/31 0 1 4384222 E22/G01 F 56,150.00 ZZ 360 56,073.12 1 9.625 477.27 95 9.125 477.27 CANTONMENT FL 32514 1 02/26/01 23 0412362436 05 04/01/01 0 0412362436 N 03/01/31 0 4384245 E22/G01 F 191,500.00 ZZ 360 191,315.78 1 9.625 1,627.73 106 9.375 1,627.73 PICKERINGTON OH 43147 5 02/20/01 23 0412384802 05 04/01/01 0 0412384802 O 03/01/31 0 4384246 E22/G01 F 104,000.00 ZZ 360 103,919.19 1 10.625 961.06 103 10.375 961.06 PHILADELPHIA PA 19131 1 02/26/01 23 0412384984 05 04/01/01 0 0412384984 O 03/01/31 0 4384265 E22/G01 F 44,300.00 ZZ 360 44,261.68 1 10.125 392.86 103 9.875 392.86 BURNS FLAT OK 73624 1 02/21/01 23 0412400749 05 04/01/01 0 0412400749 O 03/01/31 0 4384276 E22/G01 F 242,300.00 ZZ 360 242,027.32 1 8.875 1,927.85 107 8.625 1,927.85 REDMOND WA 98052 1 02/22/01 23 0412411142 01 04/01/01 0 0412411142 O 03/01/31 0 4384277 E22/G01 F 48,450.00 ZZ 360 48,402.15 2 9.500 407.39 95 9.000 407.39 1 LAKELAND FL 33801 1 02/26/01 23 0412413858 05 04/01/01 0 0412413858 N 03/01/31 0 4384287 E22/G01 F 228,000.00 ZZ 360 227,780.66 1 9.625 1,937.98 95 9.375 1,937.98 PLANO TX 75025 1 02/26/01 23 0412425266 05 04/01/01 0 0412425266 N 03/01/31 0 4384288 E22/G01 F 153,900.00 ZZ 360 153,748.02 1 9.500 1,294.07 100 9.000 1,294.07 PALM HARBOR FL 34684 1 02/26/01 23 0412428419 03 04/01/01 0 0412428419 O 03/01/31 0 4384398 G13/G01 F 77,250.00 ZZ 360 77,215.83 1 10.000 677.92 103 9.750 677.92 YAZOO CITY MS 39194 1 04/02/01 23 0432736106 05 05/01/01 0 13583 O 04/01/31 0 4384604 526/G01 F 191,800.00 ZZ 360 191,447.13 1 9.875 1,665.49 100 9.625 1,665.49 CHARLOTTE NC 28277 1 12/21/00 23 0432713733 03 02/01/01 0 0415382 O 01/01/31 0 4384726 642/G01 F 71,070.00 ZZ 360 71,042.51 1 10.625 656.76 103 10.375 656.76 PALATINE IL 60067 1 03/09/01 23 0432677789 01 05/01/01 0 02199101 O 04/01/31 0 1 4385134 T08/G01 F 140,595.00 ZZ 360 140,560.98 1 12.750 1,527.84 102 12.500 1,527.84 COLUMBIA SC 29223 1 03/09/01 23 0432685923 05 05/01/01 0 21020080 O 04/01/31 0 4388281 642/G01 F 104,778.00 ZZ 360 104,674.51 1 9.500 881.03 103 9.250 881.03 VALDOSTA GA 31605 5 02/19/01 23 0432632693 05 04/01/01 0 02109301 O 03/01/31 0 4388461 U59/G01 F 69,550.00 ZZ 360 69,515.78 1 9.500 584.82 107 9.250 584.82 CLEVELAND OH 44121 1 03/28/01 23 0432706471 05 05/01/01 0 800778763 O 04/01/31 0 4389135 K15/G01 F 66,900.00 ZZ 360 66,874.12 1 10.625 618.22 103 10.375 618.22 NIAGARA FALLS NY 14305 2 03/09/01 23 0432657039 05 05/01/01 0 029505302502 O 04/01/31 0 4389298 147/G01 F 90,950.00 ZZ 360 90,864.77 1 9.750 781.41 107 9.500 781.41 ARIZONA CITY AZ 85223 5 03/01/01 23 0432681831 05 04/01/01 0 10414085 O 03/01/31 0 4389598 964/G01 F 125,000.00 ZZ 360 124,938.51 1 1 9.500 1,051.07 100 9.250 1,051.07 WILSONVILLE OR 97070 1 03/22/01 23 0432769065 01 05/01/01 0 109851 O 04/01/31 0 4390038 685/G01 F 220,900.00 ZZ 360 220,772.91 1 8.750 1,737.82 107 8.500 1,737.82 CLOVIS CA 93611 1 03/12/01 23 0432692929 05 05/01/01 0 125191 O 04/01/31 0 4390587 U05/G01 F 133,000.00 ZZ 360 132,942.72 1 10.125 1,179.47 100 9.875 1,179.47 SAN ANTONIO TX 78255 1 03/05/01 23 0432757524 05 05/01/01 0 3113204 O 04/01/31 0 4390908 E22/G01 F 252,350.00 ZZ 360 252,125.81 1 10.000 2,214.55 103 9.750 2,214.55 ANTIOCH CA 94538 1 02/16/01 23 0412352221 05 04/01/01 0 0412352221 O 03/01/31 0 4390911 E22/G01 F 233,700.00 ZZ 360 233,042.24 1 9.000 1,880.40 104 8.750 1,880.40 OAKLEY CA 94561 1 02/08/01 23 0412361818 05 04/01/01 0 0412361818 O 03/01/31 0 4390915 E22/G01 F 29,900.00 ZZ 360 29,871.23 1 9.625 254.15 95 9.375 254.15 KANSAS CITY MO 64110 1 02/26/01 23 0412368185 05 04/01/01 0 1 0412368185 N 03/01/31 0 4390916 E22/G01 F 26,100.00 ZZ 360 26,074.88 1 9.625 221.85 95 9.375 221.85 KANSAS CITY MO 64110 1 02/26/01 23 0412368193 05 04/01/01 0 0412368193 N 03/01/31 0 4390917 E22/G01 F 34,200.00 ZZ 360 34,167.09 1 9.625 290.70 95 9.375 290.70 KANSAS CITY MO 64127 1 02/26/01 23 0412368201 05 04/01/01 0 0412368201 N 03/01/31 0 4390918 E22/G01 F 29,900.00 ZZ 360 29,871.23 1 9.625 254.15 95 9.375 254.15 KANSAS CITY MO 64110 1 02/26/01 23 0412368219 05 04/01/01 0 0412368219 N 03/01/31 0 4390922 E22/G01 F 77,700.00 ZZ 360 77,619.13 1 9.250 639.22 107 9.000 639.22 HOUSTON TX 77338 1 02/27/01 23 0412374449 03 04/01/01 0 0412374449 O 03/01/31 0 4390934 E22/G01 F 50,250.00 ZZ 360 50,197.70 1 9.250 413.39 107 8.750 413.39 BRANDENBURG KY 40108 1 02/27/01 23 0412388126 05 04/01/01 0 0412388126 O 03/01/31 0 1 4390939 E22/G01 F 190,000.00 ZZ 360 189,797.01 1 9.125 1,545.90 100 8.625 1,545.90 CHINO CA 91710 1 02/21/01 23 0412389991 05 04/01/01 0 0412389991 O 03/01/31 0 4390953 E22/G01 F 183,000.00 ZZ 360 182,823.96 1 9.625 1,555.48 100 9.375 1,555.48 NEWBURGH NY 12550 1 02/27/01 23 0412403230 05 04/01/01 0 0412403230 O 03/01/31 0 4390957 E22/G01 F 118,450.00 ZZ 360 118,320.11 1 9.000 953.08 103 8.500 953.08 EAST WENATCHEE WA 98802 1 02/22/01 23 0412406266 05 04/01/01 0 0412406266 O 03/01/31 0 4390959 E22/G01 F 125,000.00 ZZ 360 124,876.54 2 9.500 1,051.07 100 9.000 1,051.07 BROKEN ARROW OK 74012 1 02/27/01 23 0412407231 05 04/01/01 0 0412407231 O 03/01/31 0 4390963 E22/G01 F 212,150.00 ZZ 360 211,814.97 1 9.250 1,745.31 103 9.000 1,745.31 PASEDENA CA 91106 1 02/21/01 23 0412408536 01 04/01/01 0 0412408536 O 03/01/31 0 4390969 E22/G01 F 197,750.00 ZZ 360 197,596.34 1 10.625 1,827.40 103 10.375 1,827.40 1 COLUMBIA MD 21046 1 02/27/01 23 0412412413 01 04/01/01 0 0412412413 O 03/01/31 0 4390974 E22/G01 F 54,150.00 ZZ 360 54,096.53 1 9.500 455.32 95 9.250 455.32 SPOKANE WA 99207 1 02/21/01 23 0412419640 05 04/01/01 0 0412419640 N 03/01/31 0 4390977 E22/G01 F 108,150.00 ZZ 360 108,045.97 2 9.625 919.26 100 9.375 919.26 SAN ANTONIO TX 78232 1 02/26/01 23 0412424376 05 04/01/01 0 0412424376 O 03/01/31 0 4391383 Q99/G01 F 97,850.00 ZZ 360 97,807.85 1 10.125 867.76 103 9.875 867.76 WARWICK RI 02889 5 04/02/01 23 0432700318 05 05/01/01 0 01667 O 04/01/31 0 4392167 940/G01 F 112,000.00 ZZ 360 111,937.20 1 8.875 891.13 107 8.625 891.13 LONG BEACH CA 90814 1 03/13/01 23 0432676898 01 05/01/01 0 WH3485 O 04/01/31 0 4392451 U59/G01 F 160,500.00 ZZ 360 160,349.61 1 9.750 1,378.95 107 9.500 1,378.95 GREENWOOD IN 46142 5 03/07/01 23 0432668986 05 04/12/01 0 01933800784694 O 03/12/31 0 1 4393411 286/G01 F 193,125.00 ZZ 360 192,970.81 1 10.500 1,766.60 103 10.250 1,766.60 BLOOMINGTON IL 61701 5 02/15/01 23 0432634384 05 04/01/01 0 0000242937 O 03/01/31 0 4393512 685/G01 F 251,800.00 ZZ 360 251,676.15 1 9.500 2,117.27 97 9.250 2,117.27 OAKLEY CA 94561 5 03/05/01 23 0432672582 05 05/01/01 0 125166 O 04/01/31 0 4393563 Q01/G01 F 131,610.00 ZZ 360 131,543.53 1 9.375 1,094.67 107 9.125 1,094.67 AURORA CO 80013 1 03/05/01 23 0432691269 09 05/01/01 0 626906 O 04/01/31 0 4394327 700/G01 F 246,700.00 ZZ 360 246,443.23 1 9.250 2,029.54 100 9.000 2,029.54 SANTA CLARITA CA 91321 1 02/27/01 23 0432704021 05 04/01/01 0 00256560 O 03/01/31 0 4396229 664/G01 F 133,000.00 ZZ 360 132,931.05 1 9.250 1,094.16 100 9.000 1,094.16 BEND OR 97702 1 03/12/01 23 0432708006 05 05/01/01 0 0003855251 O 04/01/31 0 4396734 E22/G01 F 142,750.00 ZZ 360 142,568.28 1 1 9.000 1,148.60 107 8.500 1,148.60 YORBA LINDA CA 92886 2 02/22/01 23 0412352346 01 04/01/01 0 0412352346 O 03/01/31 0 4396743 E22/G01 F 70,000.00 ZZ 360 69,942.61 1 10.375 633.78 102 10.125 633.78 BIRMINGHAM AL 35211 9 02/23/01 23 0412365587 05 04/01/01 0 0412365587 O 03/01/31 0 4396744 E22/G01 F 164,250.00 ZZ 360 164,060.31 1 8.750 1,292.16 103 8.250 1,292.16 MCKINLEYVILLE CA 95519 1 02/19/01 23 0412367161 05 04/01/01 0 0412367161 O 03/01/31 0 4396767 E22/G01 F 84,450.00 ZZ 360 84,382.58 1 10.500 772.50 103 10.000 772.50 PUEBLO CO 81003 1 02/27/01 23 0412381261 05 04/01/01 0 0412381261 O 03/01/31 0 4396793 E22/G01 F 230,500.00 ZZ 360 230,206.31 1 9.125 1,875.42 105 8.875 1,875.42 ROCKLIN CA 95765 1 02/24/01 23 0412394108 05 04/01/01 0 0412394108 O 03/01/31 0 4396804 E22/G01 F 179,900.00 ZZ 360 179,731.46 1 9.750 1,545.62 100 9.500 1,545.62 LOS ANGELES CA 90062 1 02/20/01 23 0412399347 05 04/01/01 0 1 0412399347 O 03/01/31 0 4396807 E22/G01 F 104,200.00 ZZ 360 104,094.35 1 9.375 866.68 107 9.125 866.68 NEW ORLEANS LA 70125 1 02/28/01 23 0412402729 05 04/01/01 0 0412402729 O 03/01/31 0 4396816 E22/G01 F 175,850.00 ZZ 360 175,693.77 1 10.000 1,543.21 100 9.750 1,543.21 FORT WORTH TX 76133 1 02/28/01 23 0412408809 03 04/01/01 0 0412408809 O 03/01/31 0 4396821 E22/G01 F 49,600.00 ZZ 360 49,552.29 1 9.625 421.59 107 9.125 421.59 HOUSTON TX 77072 1 02/26/01 23 0412410664 09 04/01/01 0 0412410664 O 03/01/31 0 4396823 E22/G01 F 106,050.00 ZZ 360 105,967.58 1 10.625 980.01 103 10.375 980.01 SAN DIEGO CA 92104 1 02/22/01 23 0412411043 01 04/01/01 0 0412411043 O 03/01/31 0 4396830 E22/G01 F 242,300.00 ZZ 360 242,005.38 1 8.500 1,863.08 107 8.000 1,863.08 FORT WORTH TX 76137 1 02/27/01 23 0412413056 03 04/01/01 0 0412413056 O 03/01/31 0 1 4396844 E22/G01 F 179,760.00 ZZ 360 179,572.90 1 9.250 1,478.84 107 8.750 1,478.84 ORANGEVALE CA 95662 1 02/26/01 23 0412420770 05 04/01/01 0 0412420770 O 03/01/31 0 4396848 E22/G01 F 156,500.00 ZZ 360 156,342.53 1 9.625 1,330.23 100 9.375 1,330.23 PLANO TX 75093 1 02/28/01 23 0412422347 05 04/01/01 0 0412422347 O 03/01/31 0 4396855 E22/G01 F 114,300.00 ZZ 360 114,198.45 1 10.000 1,003.07 103 9.750 1,003.07 HARPER WOODS MI 48225 1 02/28/01 23 0412424616 05 04/01/01 0 0412424616 O 03/01/31 0 4396860 E22/G01 F 131,100.00 ZZ 360 130,973.88 2 9.625 1,114.34 95 9.375 1,114.34 AUSTIN TX 78745 1 02/26/01 23 0412427676 05 04/01/01 0 0412427676 N 03/01/31 0 4396862 E22/G01 F 134,900.00 ZZ 360 134,763.22 1 9.375 1,122.03 100 9.125 1,122.03 DENVER CO 80246 1 02/28/01 23 0412428161 01 04/01/01 0 0412428161 O 03/01/31 0 4396960 E82/G01 F 102,450.00 ZZ 360 102,363.70 1 10.250 918.06 103 10.000 918.06 1 NEW ALBANY IN 47150 5 02/16/01 23 0400384467 05 04/01/01 0 0400384467 O 03/01/31 0 4397106 E82/G01 F 155,900.00 ZZ 360 155,741.92 1 9.375 1,296.70 99 9.125 1,296.70 CHICAGO IL 60652 1 02/28/01 23 0400390308 05 04/01/01 0 0400390308 O 03/01/31 0 4397488 664/G01 F 126,250.00 ZZ 360 126,062.22 1 9.500 1,061.58 107 9.250 1,061.58 PLAINFIELD IL 60544 5 01/25/01 23 0432641868 09 03/01/01 0 0003737582 O 02/01/31 0 4397555 T24/G01 F 118,950.00 ZZ 180 118,339.68 1 9.375 1,233.15 99 9.125 1,233.15 ATWATER CA 95301 2 02/01/01 23 0432655983 05 04/01/01 0 09960865 O 03/01/16 0 4398358 685/G01 F 160,500.00 ZZ 360 160,416.80 1 9.250 1,320.39 107 9.000 1,320.39 LOS ANGELES CA 91602 1 03/08/01 23 0432672699 01 05/01/01 0 125200 O 04/01/31 0 4398663 N74/G01 F 88,580.00 ZZ 360 88,545.73 1 10.625 818.57 103 10.375 818.57 LITTLE ROCK AR 72204 5 03/06/01 23 0432685543 05 05/01/01 0 0028295010 O 04/01/31 0 1 4399503 147/G01 F 115,560.00 ZZ 360 115,433.83 1 9.625 982.25 107 9.375 982.25 DIAMOND BAR CA 91765 1 02/16/01 23 0432627925 01 04/01/01 0 10412933 O 03/01/31 0 4399662 455/G01 F 93,000.00 ZZ 360 92,946.50 1 8.750 731.63 100 8.500 731.63 SAN ANTONIO TX 78240 1 03/13/01 23 0432748879 05 05/01/01 0 30001758 O 04/01/31 0 4399956 T24/G01 F 172,150.00 ZZ 360 171,975.44 1 9.375 1,431.86 107 9.125 1,431.86 OXFORD PA 19363 1 02/15/01 23 0432634046 05 04/01/01 0 9806603 O 03/01/31 0 4401139 808/G01 F 160,000.00 ZZ 360 159,914.85 1 9.125 1,301.82 107 8.875 1,301.82 LAS VEGAS NV 89147 5 03/22/01 23 0432698884 05 05/01/01 0 9502408 O 04/01/31 0 4401154 T24/G01 F 192,000.00 ZZ 360 191,850.80 1 10.625 1,774.27 103 10.375 1,774.27 METAIRIE LA 70001 5 02/05/01 23 0432633618 05 04/01/01 0 09799315 O 03/01/31 0 4401632 964/G01 F 243,000.00 ZZ 360 242,100.32 1 1 8.750 1,911.68 105 8.500 1,911.68 GLENDORA CA 91740 1 02/23/01 23 0432678993 05 04/01/01 0 107493 O 03/01/31 0 4402364 E22/G01 F 138,900.00 ZZ 360 138,768.75 1 10.125 1,231.80 103 9.875 1,231.80 KILLINGLY CT 06239 1 03/01/01 23 0412375628 05 04/01/01 0 0412375628 O 03/01/31 0 4402368 E22/G01 F 257,400.00 ZZ 360 257,165.16 1 9.875 2,235.13 100 9.625 2,235.13 SKOKIE IL 60077 1 03/01/01 23 0412386641 05 04/01/01 0 0412386641 O 03/01/31 0 4402379 E22/G01 F 102,000.00 ZZ 360 101,920.75 1 10.625 942.58 100 10.375 942.58 TUPELO MS 38801 1 03/01/01 23 0412406472 05 04/01/01 0 0412406472 O 03/01/31 0 4402392 E22/G01 F 97,990.00 ZZ 360 97,708.78 1 10.375 887.21 100 10.125 887.21 GRANDVIEW WA 98930 1 02/25/01 23 0412429276 05 04/01/01 0 0412429276 O 03/01/31 0 4402393 E22/G01 F 156,900.00 ZZ 360 156,749.08 1 9.625 1,333.63 100 9.375 1,333.63 ROBBINSDALE MN 55422 1 03/01/01 23 0412429631 05 04/01/01 0 1 0412429631 O 03/01/31 0 4402398 E22/G01 F 167,000.00 ZZ 360 166,812.05 1 8.875 1,328.73 104 8.375 1,328.73 FORT MYERS FL 33919 1 03/01/01 23 0412439226 05 04/01/01 0 0412439226 O 03/01/31 0 4405066 U62/G01 F 67,000.00 ZZ 180 66,636.50 1 8.750 669.63 100 8.500 669.63 RAINELLE WV 25962 5 02/23/01 23 0432677052 05 04/01/01 0 2001226664 O 03/01/16 0 4405532 147/G01 F 92,000.00 ZZ 360 91,898.89 1 8.990 739.60 107 8.740 739.60 MT. CARMEL IL 62863 5 03/01/01 23 0432681849 05 04/01/01 0 10413064 O 03/01/31 0 4406092 808/G01 F 155,000.00 ZZ 360 154,910.82 1 8.750 1,219.39 100 8.500 1,219.39 MISSION VIEJO CA 92691 1 03/08/01 23 0432676310 01 05/01/01 0 9317855 O 04/01/31 0 4406100 808/G01 F 120,935.00 ZZ 360 120,872.30 1 9.250 994.91 95 9.000 994.91 RIVERSIDE CA 92506 1 03/09/01 23 0432677144 05 05/01/01 0 9318027 N 04/01/31 0 1 4406241 286/G01 F 186,000.00 ZZ 360 185,811.40 1 9.375 1,547.06 100 9.125 1,547.06 FINDLAY OH 45840 1 02/26/01 23 0432689271 05 04/01/01 0 0000100741 O 03/01/31 0 4406797 940/G01 F 228,250.00 ZZ 360 228,125.32 1 9.000 1,836.56 104 8.750 1,836.56 LAKE ARROWHEAD CA 92352 1 03/12/01 23 0432665172 05 05/01/01 0 VC1586 O 04/01/31 0 4407104 964/G01 F 210,000.00 ZZ 360 209,896.71 1 9.500 1,765.79 100 9.250 1,765.79 LAS VEGAS NV 89117 1 03/09/01 23 0432751725 03 05/01/01 0 420112203 O 04/01/31 0 4407260 K15/G01 F 66,900.00 ZZ 360 66,872.69 1 10.375 605.72 103 10.125 605.72 NORMAN OK 73072 5 03/16/01 23 0432669703 01 05/01/01 0 003260005302174 O 04/01/31 0 4407362 642/G01 F 73,800.00 ZZ 180 73,611.48 1 9.375 765.08 107 9.125 765.08 PENSACOLA FL 32503 5 03/02/01 23 0432648129 05 05/01/01 0 01163201 O 04/01/16 0 4407782 147/G01 F 71,250.00 ZZ 360 71,216.76 1 9.750 612.15 95 9.500 612.15 1 GULFPORT MS 39503 9 03/08/01 23 0432729317 05 05/01/01 0 10414997 O 04/01/31 0 4408245 642/G01 F 208,060.00 ZZ 360 207,831.85 1 9.000 1,674.10 103 8.750 1,674.10 MAPLE VALLEY WA 98004 1 02/26/01 23 0432662153 05 04/01/01 0 01179001 O 03/01/31 0 4408939 964/G01 F 241,000.00 ZZ 360 240,774.22 1 9.750 2,070.56 103 9.500 2,070.56 TEMECULA CA 92591 1 02/28/01 23 0432681070 05 04/01/01 0 108650 O 03/01/31 0 4409493 E22/G01 F 115,000.00 ZZ 360 114,889.37 1 9.625 977.49 100 9.375 977.49 RANDALLSTOWN MD 21133 1 03/02/01 23 0412376865 05 04/01/01 0 0412376865 O 03/01/31 0 4409503 E22/G01 F 89,950.00 ZZ 360 89,920.45 1 11.375 882.20 100 10.875 882.20 LOUISVILLLE KY 40220 1 03/02/01 23 0412396277 05 05/01/01 0 0412396277 O 04/01/31 0 4409505 E22/G01 F 118,100.00 ZZ 360 117,983.36 1 9.500 993.05 103 9.250 993.05 INDIANAPOLIS IN 46220 1 03/02/01 23 0412397002 05 04/01/01 0 0412397002 O 03/01/31 0 1 4409506 E22/G01 F 112,350.00 ZZ 360 112,294.74 1 9.500 944.70 107 9.000 944.70 CLOVIS CA 93611 1 02/28/01 23 0412399826 05 05/01/01 0 0412399826 O 04/01/31 0 4409509 E22/G01 F 195,800.00 ZZ 360 195,579.65 1 8.875 1,557.87 107 8.625 1,557.87 CONCORD CA 94521 1 03/01/01 23 0412406043 01 04/01/01 0 0412406043 O 03/01/31 0 4409513 E22/G01 F 146,000.00 ZZ 360 145,835.70 1 8.875 1,161.64 107 8.375 1,161.64 LOS ANGELES CA 91042 1 02/23/01 23 0412408593 01 04/01/01 0 0412408593 O 03/01/31 0 4409520 E22/G01 F 144,900.00 ZZ 360 144,820.85 1 9.000 1,165.90 100 8.500 1,165.90 HOUSTON TX 77070 1 03/02/01 23 0412414989 03 05/01/01 0 0412414989 O 04/01/31 0 4409522 E22/G01 F 138,000.00 ZZ 360 137,816.01 1 9.500 1,160.38 100 9.000 1,160.38 LAKE PARK FL 33403 1 03/02/01 23 0412415630 05 04/01/01 0 0412415630 O 03/01/31 0 4409523 E22/G01 F 144,900.00 ZZ 360 144,771.27 2 1 10.000 1,271.60 100 9.750 1,271.60 NASHUA NH 03060 1 03/02/01 23 0412416059 05 04/01/01 0 0412416059 O 03/01/31 0 4409531 E22/G01 F 183,200.00 ZZ 360 183,023.77 1 9.625 1,557.18 100 9.375 1,557.18 MILWAUKIE OR 97267 1 02/28/01 23 0412427304 05 04/01/01 0 0412427304 O 03/01/31 0 4409925 642/G01 F 91,310.00 ZZ 360 91,310.00 1 9.500 767.78 100 9.250 767.78 BRONSTON KY 42518 1 04/04/01 23 0432715852 05 06/01/01 0 03118901 O 05/01/31 0 4410411 808/G01 F 147,290.00 ZZ 360 147,169.20 1 10.375 1,333.58 103 10.125 1,333.58 LAS VEGAS NV 89121 1 02/06/01 23 0432647550 05 04/01/01 0 9502259 O 03/01/31 0 4411361 T17/G01 F 171,200.00 ZZ 360 171,021.81 1 9.250 1,408.42 107 9.000 1,408.42 ORANGEBURG SC 29118 1 03/13/01 23 0432689255 05 04/11/01 0 01020667 O 03/11/31 0 4411729 808/G01 F 234,950.00 ZZ 360 234,828.19 1 9.250 1,932.88 100 9.000 1,932.88 LOS ANGELES CA 91344 1 03/01/01 23 0432664381 05 05/01/01 0 1 9502343 O 04/01/31 0 4413795 E87/G01 F 89,610.00 ZZ 360 89,572.42 1 10.250 803.00 103 10.000 803.00 MISSOURI CITY TX 77489 1 03/09/01 23 0432738664 03 05/01/01 0 01020333 O 04/01/31 0 4415748 E86/G01 F 120,375.00 ZZ 360 120,309.25 1 9.000 968.56 107 8.750 968.56 MATTHEWS NC 28105 1 03/15/01 23 0432685410 05 05/01/01 0 0000096035 O 04/01/31 0 4416014 948/G01 F 136,850.00 ZZ 360 136,780.89 1 9.375 1,138.25 107 9.125 1,138.25 HILLSBORO OR 97124 1 03/14/01 23 0432712297 01 05/01/01 0 57469 O 04/01/31 0 4416413 E22/G01 F 137,500.00 ZZ 360 137,364.21 1 9.500 1,156.17 100 9.250 1,156.17 HILLSIDE IL 60162 1 03/05/01 23 0412386575 05 04/01/01 0 0412386575 O 03/01/31 0 4416426 E22/G01 F 49,000.00 ZZ 360 48,952.87 1 9.625 416.49 100 9.125 416.49 SARASOTA FL 34234 1 03/05/01 23 0412405516 01 04/01/01 0 0412405516 O 03/01/31 0 1 4416436 E22/G01 F 85,500.00 ZZ 360 85,413.30 1 9.375 711.15 95 8.875 711.15 LOCKHART TX 78644 1 03/02/01 23 0412415838 05 04/01/01 0 0412415838 O 03/01/31 0 4416447 E22/G01 F 58,700.00 ZZ 360 58,647.86 1 10.000 515.13 103 9.750 515.13 MEMPHIS TN 38122 1 03/05/01 23 0412426553 05 04/01/01 0 0412426553 O 03/01/31 0 4416451 E22/G01 F 122,050.00 ZZ 360 121,932.50 1 10.125 1,082.37 103 9.875 1,082.37 LARAMIE WY 82072 1 03/05/01 23 0412428492 05 04/01/01 0 0412428492 O 03/01/31 0 4416458 E22/G01 F 120,500.00 ZZ 360 120,384.08 1 9.625 1,024.24 100 9.375 1,024.24 BAYOU VISTA TX 77563 1 02/28/01 23 0412437469 03 04/01/01 0 0412437469 O 03/01/31 0 4417348 286/G01 F 115,360.00 ZZ 360 115,262.00 1 10.250 1,033.74 103 10.000 1,033.74 BELLEVUE KY 41073 1 02/26/01 23 0432688950 05 04/01/01 0 1 O 03/01/31 0 4417699 948/G01 F 136,853.00 ZZ 360 136,698.97 1 8.875 1,088.87 107 8.625 1,088.87 1 WARREN MI 48089 1 02/26/01 23 0432677607 01 04/01/01 0 57179 O 03/01/31 0 4418577 642/G01 F 54,000.00 ZZ 360 53,973.44 1 9.500 454.06 99 9.250 454.06 PITTSFIELD MA 01201 1 03/09/01 23 0432676815 05 05/01/01 0 02118901 O 04/01/31 0 4418680 642/G01 F 75,970.00 ZZ 360 75,935.49 1 9.875 659.68 107 9.625 659.68 CANISTEO NY 14823 5 03/01/01 23 0432649770 05 05/01/01 0 01139801 O 04/01/31 0 4420221 E87/G01 F 230,000.00 ZZ 360 229,877.60 1 9.125 1,871.36 100 8.875 1,871.36 GRANADA HILLS CA 91344 1 03/09/01 23 0432676005 05 05/01/01 0 70003302 O 04/01/31 0 4421187 147/G01 F 49,400.00 ZZ 360 49,363.63 1 10.875 465.79 95 10.625 465.79 DALLAS TX 75210 1 02/08/01 23 0432643955 05 04/01/01 0 10412809 N 03/01/31 0 4421346 624/G01 F 224,700.00 ZZ 360 224,577.26 1 9.000 1,807.99 107 8.750 1,807.99 COSTA MESA CA 92626 1 03/08/01 23 0432665990 01 05/01/01 0 3530011042 O 04/01/31 0 1 4422058 E84/G01 F 178,000.00 ZZ 360 177,921.25 1 10.000 1,562.08 100 9.750 1,562.08 HAYWARD CA 94544 1 03/02/01 23 0432776490 01 05/01/01 0 23002731 O 04/01/31 0 4423466 E22/G01 F 63,950.00 ZZ 360 63,886.83 1 9.500 537.73 107 9.250 537.73 COLORADO SPRING CO 80904 1 02/26/01 23 0412370991 05 04/01/01 0 0412370991 O 03/01/31 0 4423468 E22/G01 F 250,500.00 ZZ 360 250,380.00 1 9.625 2,129.22 100 9.125 2,129.22 SAN JOSE CA 95111 1 03/01/01 23 0412374613 01 05/01/01 0 0412374613 O 04/01/31 0 4423487 E22/G01 F 234,000.00 ZZ 360 233,878.69 1 9.250 1,925.06 100 9.000 1,925.06 SIMI VALLEY CA 93065 1 02/28/01 23 0412413189 05 05/01/01 0 0412413189 O 04/01/31 0 4423507 E22/G01 F 28,150.00 ZZ 360 28,136.15 1 9.500 236.70 100 9.000 236.70 FORT WAYNE IN 46806 1 03/06/01 23 0412431710 05 05/01/01 0 0412431710 O 04/01/31 0 4423512 E22/G01 F 135,500.00 ZZ 360 135,429.75 1 1 9.250 1,114.73 107 9.000 1,114.73 CHICO CA 95926 1 03/01/01 23 0412435786 05 05/01/01 0 0412435786 O 04/01/31 0 4424251 642/G01 F 156,000.00 ZZ 360 155,929.13 1 9.875 1,354.62 107 9.625 1,354.62 PORT HURON MI 48060 5 03/30/01 23 0432692861 05 05/01/01 0 03132701 O 04/01/31 0 4424347 U59/G01 F 80,143.00 ZZ 360 80,063.84 1 9.500 673.89 107 9.250 673.89 POMPANO BEACH FL 33063 1 03/15/01 23 0432698686 09 04/15/01 0 800792852 O 03/15/31 0 4425357 R74/G01 F 99,650.00 ZZ 360 99,055.80 1 8.900 794.65 105 8.650 794.65 GARFIELD HEIGHT OH 44125 1 03/06/01 23 0432678670 05 04/15/01 0 2020022904 O 03/15/31 0 4427178 G13/G01 F 51,300.00 ZZ 360 51,251.93 1 9.750 440.75 107 9.500 440.75 ATHENS TX 75751 1 02/26/01 23 0432672160 05 04/01/01 0 0000075381 O 03/01/31 0 4427337 U59/G01 F 71,257.50 T 360 71,181.36 1 9.125 579.78 96 8.875 579.78 VIRGINIA BEACH VA 23462 1 03/12/01 23 0432693042 05 04/12/01 0 1 800771666 O 03/12/31 0 4430086 E22/G01 F 109,900.00 ZZ 360 109,408.82 1 9.375 914.09 96 9.125 914.09 RED WING MN 55066 9 03/02/01 23 0412350381 05 04/01/01 0 0412350381 O 03/01/31 0 4430108 E22/G01 F 181,250.00 ZZ 360 181,109.16 1 10.625 1,674.93 103 10.125 1,674.93 ONTARIO CA 91761 9 02/23/01 23 0412406092 03 04/01/01 0 0412406092 O 03/01/31 0 4430115 E22/G01 F 173,340.00 ZZ 360 173,154.81 1 9.125 1,410.35 107 8.875 1,410.35 BOTHELL WA 98011 1 02/23/01 23 0412415820 05 04/01/01 0 0412415820 O 03/01/31 0 4430121 E22/G01 F 41,600.00 ZZ 360 41,577.86 2 9.125 338.47 100 8.875 338.47 PRINCETON WV 24740 1 03/07/01 23 0412431405 05 05/01/01 0 0412431405 O 04/01/31 0 4430124 E22/G01 F 140,000.00 ZZ 360 139,932.93 1 9.625 1,189.99 100 9.125 1,189.99 HOUSTON TX 77069 1 03/07/01 23 0412434490 03 05/01/01 0 0412434490 O 04/01/31 0 1 4430127 E22/G01 F 45,000.00 ZZ 360 44,978.44 1 9.625 382.50 100 9.125 382.50 PASADENA TX 77506 1 03/07/01 23 0412442279 05 05/01/01 0 0412442279 O 04/01/31 0 4430129 E22/G01 F 149,500.00 ZZ 360 149,428.38 1 9.625 1,270.73 104 9.375 1,270.73 SNELLVILLE GA 30039 1 03/07/01 23 0412444051 05 05/01/01 0 0412444051 O 04/01/31 0 4430133 E22/G01 F 170,000.00 ZZ 360 169,918.56 1 9.625 1,444.98 100 9.375 1,444.98 DENVER CO 80239 1 03/07/01 23 0412451536 05 05/01/01 0 0412451536 O 04/01/31 0 4432635 642/G01 F 61,800.00 ZZ 360 61,769.60 1 9.500 519.65 103 9.250 519.65 HERLONG CA 96113 5 03/22/01 23 0432700631 05 05/01/01 0 03130001 O 04/01/31 0 4432850 T17/G01 F 154,400.00 ZZ 360 154,251.48 1 9.625 1,312.38 100 9.375 1,312.38 LILBURN GA 30047 1 03/12/01 23 0432692150 05 04/10/01 0 01020683 O 03/10/31 0 4434382 147/G01 F 60,000.00 ZZ 360 59,953.37 1 10.625 554.46 100 10.375 554.46 1 BRYAN TX 77803 1 01/23/01 23 0432655918 05 04/01/01 0 10388083 O 03/01/31 0 4434545 E87/G01 F 64,400.00 ZZ 360 64,366.79 1 9.275 530.97 105 9.025 530.97 BLYTHE CA 92225 1 03/19/01 23 0432738698 05 05/01/01 0 01010267 O 04/01/31 0 4434945 P23/G01 F 72,760.00 ZZ 360 72,725.15 1 9.625 618.45 107 9.375 618.45 INDIANAPOLIS IN 46228 1 03/02/01 23 0432747368 05 05/01/01 0 WTL010000131 O 04/01/31 0 4435080 U05/G01 F 178,150.00 ZZ 360 177,987.47 1 9.875 1,546.96 103 9.625 1,546.96 PEMBROKE PINES FL 33028 2 02/23/01 23 0432649994 03 04/01/01 0 3099255 O 03/01/31 0 4435559 700/G01 F 166,200.00 ZZ 360 166,120.38 1 9.625 1,412.68 107 9.375 1,412.68 NORTH LAS VEGAS NV 89031 5 03/15/01 23 0432751766 05 05/01/01 0 00256762 O 04/01/31 0 4436081 E22/G01 F 91,000.00 ZZ 360 90,956.41 1 9.625 773.49 100 9.375 773.49 CLINTON TWP MI 48035 1 03/08/01 23 0412361800 01 05/01/01 0 0412361800 O 04/01/31 0 1 4436090 E22/G01 F 197,600.00 ZZ 360 197,359.75 1 8.500 1,519.37 106 8.000 1,519.37 DIXON CA 95620 1 03/01/01 23 0412404436 05 04/01/01 0 0412404436 O 03/01/31 0 4436092 E22/G01 F 71,000.00 ZZ 360 70,965.99 1 9.625 603.49 100 9.375 603.49 NAPLES FL 34102 1 03/08/01 23 0412409781 01 05/01/01 0 0412409781 O 04/01/31 0 4436093 E22/G01 F 261,000.00 ZZ 360 260,848.01 1 8.875 2,076.63 107 8.625 2,076.63 FOLSOM CA 95630 1 03/05/01 23 0412411605 05 05/01/01 0 0412411605 O 04/01/31 0 4436102 E22/G01 F 159,370.00 ZZ 360 159,280.65 1 8.875 1,268.02 107 8.375 1,268.02 TROUTDALE OR 97060 1 03/01/01 23 0412426967 05 05/01/01 0 0412426967 O 04/01/31 0 4436112 E22/G01 F 77,000.00 ZZ 360 76,861.11 1 9.375 640.45 105 9.125 640.45 CLIFTON CO 81520 1 03/08/01 23 0412443798 03 05/01/01 0 0412443798 O 04/01/31 0 4436115 E22/G01 F 135,650.00 ZZ 360 135,565.68 1 1 8.375 1,031.04 107 8.125 1,031.04 EULESS TX 76039 1 03/08/01 23 0412448979 05 05/01/01 0 0412448979 O 04/01/31 0 4436231 147/G01 F 99,750.00 ZZ 360 99,665.96 1 10.250 893.87 95 10.000 893.87 BAKERSFIELD CA 93312 1 02/13/01 23 0432643773 05 04/01/01 0 10413199 N 03/01/31 0 4436269 664/G01 F 123,500.00 ZZ 360 123,301.31 1 9.125 1,004.84 107 8.875 1,004.84 SPRINGFIELD OR 97478 2 01/24/01 23 0432672319 05 03/01/01 0 0003773595 O 02/01/31 0 4436306 147/G01 F 173,300.00 ZZ 360 173,157.87 1 10.375 1,569.08 107 10.125 1,569.08 PALMDALE CA 93552 1 02/14/01 23 0432643708 05 04/01/01 0 10412428 O 03/01/31 0 4436399 P23/G01 F 124,500.00 ZZ 360 124,370.42 1 9.250 1,024.23 105 9.000 1,024.23 OGDEN UT 84404 2 02/23/01 23 0432649218 05 04/01/01 0 010000474 O 03/01/31 0 4436464 Q64/G01 F 128,200.00 ZZ 360 128,164.32 1 12.125 1,331.03 103 11.875 1,331.03 CHERAW SC 29520 1 03/14/01 23 0432709004 05 05/01/01 0 1 0101717304 O 04/01/31 0 4436828 N67/G01 F 145,450.00 ZZ 360 145,306.35 1 9.500 1,223.02 103 9.250 1,223.02 TUCSON AZ 85747 1 02/27/01 23 0432664837 03 04/01/01 0 1780003802 O 03/01/31 0 4437473 940/G01 F 177,160.00 ZZ 360 176,994.02 1 9.750 1,522.08 103 9.500 1,522.08 FONTANA CA 92336 1 02/26/01 23 0432655884 05 04/01/01 0 CP1137 O 03/01/31 0 4438387 642/G01 F 150,870.00 ZZ 360 150,797.72 1 9.625 1,282.38 107 9.375 1,282.38 ALLEN PARK MI 48101 5 03/23/01 23 0432701209 05 05/01/01 0 03132901 O 04/01/31 0 4439018 808/G01 F 165,500.00 ZZ 360 165,414.20 1 9.250 1,361.53 97 9.000 1,361.53 MENIFEE CA 92584 5 03/05/01 23 0432664712 05 05/01/01 0 9420040 O 04/01/31 0 4439621 455/G01 F 195,500.00 ZZ 360 195,411.17 1 9.875 1,697.63 100 9.625 1,697.63 SMYRNA GA 30080 1 03/14/01 23 0432692689 05 05/01/01 0 17001336 O 04/01/31 0 1 4440203 642/G01 F 57,680.00 ZZ 360 57,655.81 2 10.250 516.87 103 10.000 516.87 DAYTON OH 45417 1 03/07/01 23 0432656825 05 05/01/01 0 02125701 O 04/01/31 0 4441025 G13/G01 F 53,500.00 ZZ 360 53,473.68 1 9.500 449.86 107 9.250 449.86 ATHENS TX 75751 1 03/30/01 23 0432736221 05 05/01/01 0 GILBERT O 04/01/31 0 4441336 Q64/G01 F 96,000.00 ZZ 360 95,907.65 1 9.625 815.99 100 9.375 815.99 GARLAND TX 75043 1 02/20/01 23 0432738573 05 04/01/01 0 0101667707 O 03/01/31 0 4441553 U05/G01 F 111,240.00 ZZ 360 111,182.33 1 9.250 915.14 103 9.000 915.14 WICHITA FALLS TX 76308 1 03/30/01 23 0432704088 05 05/01/01 0 3112454 O 04/01/31 0 4442028 808/G01 F 228,794.00 ZZ 360 228,662.37 1 8.750 1,799.92 103 8.500 1,799.92 CLOVIS CA 93611 1 03/12/01 23 0432681351 05 05/01/01 0 9104133 O 04/01/31 0 4442470 147/G01 F 105,000.00 ZZ 360 104,952.29 2 9.875 911.77 100 9.625 911.77 1 PITTSBURGH PA 15238 1 03/23/01 23 0432700557 05 05/01/01 0 10415563 O 04/01/31 0 4443053 808/G01 F 116,000.00 ZZ 360 115,944.43 1 9.625 985.99 102 9.375 985.99 FRESNO CA 93722 1 03/14/01 23 0432680262 05 05/01/01 0 9104118 O 04/01/31 0 4443381 E22/G01 F 127,750.00 ZZ 360 127,699.23 1 10.500 1,168.58 103 10.250 1,168.58 INDIANAPOLIS IN 46220 1 03/09/01 23 0412333940 05 05/01/01 0 0412333940 O 04/01/31 0 4443394 E22/G01 F 137,750.00 ZZ 360 137,606.61 1 9.250 1,133.24 95 9.000 1,133.24 ONTARIO CA 91762 1 02/25/01 23 0412406662 05 04/01/01 0 0412406662 N 03/01/31 0 4443398 E22/G01 F 169,950.00 ZZ 360 169,882.46 1 10.500 1,554.60 103 10.250 1,554.60 FENTON MI 48430 1 03/09/01 23 0412411654 05 05/01/01 0 0412411654 O 04/01/31 0 4443405 E22/G01 F 130,810.00 ZZ 360 130,765.83 1 11.250 1,270.51 103 10.750 1,270.51 STOCKTON CA 95203 1 03/06/01 23 0412422321 05 05/01/01 0 0412422321 O 04/01/31 0 1 4443478 B28/G01 F 84,900.00 ZZ 360 84,860.38 1 9.750 729.43 100 9.500 729.43 STOCKTON CA 95210 1 03/14/01 23 0432710606 01 05/01/01 0 0102140009 O 04/01/31 0 4443732 286/G01 F 168,900.00 ZZ 360 168,732.51 1 9.500 1,420.21 103 9.250 1,420.21 LAS VEGAS NV 89108 1 02/13/01 23 0432657963 05 04/01/01 0 0000261952 O 03/01/31 0 4443953 286/G01 F 99,500.00 ZZ 360 99,399.09 1 9.375 827.60 100 9.125 827.60 MENASHA WI 54952 1 02/15/01 23 0432657955 05 04/01/01 0 0000259271 O 03/01/31 0 4444069 286/G01 F 234,350.00 ZZ 360 234,136.18 1 9.875 2,034.98 105 9.625 2,034.98 MUNDELEIN IL 60040 1 02/26/01 23 0432713907 05 04/01/01 0 0000209429 O 03/01/31 0 4444700 E86/G01 F 234,000.00 ZZ 360 233,884.90 1 9.500 1,967.60 100 9.250 1,967.60 AURORA IL 60504 1 03/16/01 23 0432693174 05 05/01/01 0 0000098761 O 04/01/31 0 4444885 642/G01 F 107,000.00 ZZ 360 106,882.66 1 1 9.000 860.95 107 8.750 860.95 SAINT LOUIS MO 63138 2 02/27/01 23 0432677649 05 04/01/01 0 01157501 O 03/01/31 0 4446328 U59/G01 F 66,340.00 ZZ 360 66,276.17 1 9.625 563.89 107 9.375 563.88 CLEVELAND OH 44104 1 03/15/01 23 0432681302 05 04/15/01 0 800787046 O 03/15/31 0 4446624 700/G01 F 83,001.00 ZZ 360 82,956.83 1 9.125 675.32 100 8.875 675.32 MORENO VALLEY CA 92557 1 03/13/01 23 0432741403 05 05/01/01 0 00255859 O 04/01/31 0 4446762 642/G01 F 49,337.00 ZZ 360 49,337.00 1 10.250 442.11 103 10.000 442.11 PRINCETON IN 47670 1 04/04/01 23 0432746493 05 06/01/01 0 03133201 O 05/01/31 0 4446926 Q64/G01 F 44,900.00 ZZ 360 44,859.03 1 9.875 389.89 100 9.625 389.89 DEERFIELD BEACH FL 33441 1 02/26/01 23 0432742153 01 04/01/01 0 0101605301 O 03/01/31 0 4447392 642/G01 F 72,209.00 ZZ 360 72,180.31 1 10.500 660.52 103 10.250 660.52 MIAMI FL 33032 1 03/15/01 23 0432670115 05 05/01/01 0 1 011387 O 04/01/31 0 4450629 U59/G01 F 201,880.00 ZZ 360 201,714.45 1 10.375 1,827.84 103 10.125 1,827.84 JOLIET IL 60544 1 03/16/01 23 0432681294 05 04/16/01 0 01933800788073 O 03/16/31 0 4451481 455/G01 F 90,000.00 ZZ 360 89,955.73 1 9.500 756.77 100 9.250 756.77 FORT WORTH TX 76108 1 03/26/01 23 0432750065 05 05/01/01 0 30001819 O 04/01/31 0 4451755 P23/G01 F 128,060.00 ZZ 360 127,930.15 1 9.375 1,065.14 103 9.125 1,065.14 OAKWOOD OH 45419 1 02/28/01 23 0432661981 05 04/01/01 0 WTL010000484 O 03/01/31 0 4451781 624/G01 F 125,000.00 ZZ 360 124,931.72 1 9.000 1,005.78 102 8.750 1,005.78 SACRAMENTO CA 95827 2 03/07/01 23 0432668648 05 05/01/01 0 43200510043F O 04/01/31 0 4451801 147/G01 F 36,900.00 ZZ 360 36,880.87 1 9.250 303.57 100 9.000 303.57 LANESBOROUGH MA 01237 1 03/19/01 23 0432690311 05 05/01/01 0 10415750 O 04/01/31 0 1 4451806 685/G01 F 154,300.00 ZZ 360 154,211.22 1 8.750 1,213.88 103 8.500 1,213.88 STOCKTON CA 95209 5 03/15/01 23 0432693026 05 05/01/01 0 125106 O 04/01/31 0 4452925 E22/G01 F 263,000.00 ZZ 360 262,658.14 1 9.125 2,139.85 100 8.875 2,139.85 CHULA VISTA CA 91913 1 03/09/01 23 0412368037 03 05/01/01 0 0412368037 O 04/01/31 0 4452940 E22/G01 F 140,000.00 ZZ 360 139,965.17 1 12.625 1,507.75 100 12.125 1,507.75 VERO BEACH FL 32966 1 03/12/01 23 0412397879 05 05/01/01 0 0412397879 O 04/01/31 0 4452944 E22/G01 F 117,700.00 ZZ 360 117,535.71 1 9.000 947.04 107 8.500 947.04 EVERETT WA 98203 1 03/06/01 23 0412404535 01 05/01/01 0 0412404535 O 04/01/31 0 4452966 E22/G01 F 183,500.00 ZZ 360 183,438.05 1 11.250 1,782.26 103 10.750 1,782.26 SHAWNEE KS 66218 1 03/05/01 23 0412427833 03 05/01/01 0 0412427833 O 04/01/31 0 4453591 147/G01 F 226,600.00 ZZ 360 226,423.91 1 10.625 2,094.01 100 10.375 2,094.01 1 MOHEGAN LAKE NY 10547 1 02/28/01 23 0432649051 05 04/01/01 0 10413875 O 03/01/31 0 4453648 642/G01 F 70,000.00 ZZ 360 70,000.00 1 9.250 575.87 105 9.000 575.87 FRANKLIN PA 16323 5 04/02/01 23 0432718138 05 06/01/01 0 03145501 O 05/01/31 0 4453691 147/G01 F 98,880.00 ZZ 360 98,792.14 1 10.000 867.75 100 9.750 867.75 CORPUS CHRISTI TX 78414 1 02/22/01 23 0432653806 05 04/01/01 0 10411578 O 03/01/31 0 4453847 U59/G01 F 91,150.00 ZZ 360 91,066.84 2 9.875 791.50 106 9.625 791.50 CLEVELAND OH 44110 1 03/16/01 23 0432741874 05 04/16/01 0 01933000780391 O 03/16/31 0 4454472 642/G01 F 129,677.00 ZZ 360 129,611.51 1 9.375 1,078.59 103 9.125 1,078.59 SAINT CHARLES MO 63301 1 03/27/01 23 0432689164 05 05/01/01 0 03146401 O 04/01/31 0 4454603 003/G01 F 239,650.00 ZZ 360 239,541.12 1 9.875 2,081.00 100 9.625 2,081.00 MARIETTA GA 30064 1 03/28/01 23 0432752897 05 05/01/01 0 0021439302 O 04/01/31 0 1 4457770 B57/G01 F 154,850.00 ZZ 360 154,760.90 1 8.750 1,218.21 95 8.500 1,218.21 EL MONTE CA 91732 1 03/15/01 23 0432699296 05 05/01/01 0 2111195 O 04/01/31 0 4459525 286/G01 F 54,150.00 ZZ 360 54,124.06 1 9.625 460.27 95 9.375 460.27 NEW PORT RICHEY FL 34552 1 03/08/01 23 0432663516 05 05/01/01 0 0000251036 N 04/01/31 0 4461338 964/G01 F 191,900.00 ZZ 360 191,158.48 1 8.375 1,458.58 106 8.125 1,458.58 FAIRFIELD CA 94533 1 03/23/01 23 0432779239 05 05/01/01 0 113134 O 04/01/31 0 4463071 E22/G01 F 205,000.00 ZZ 360 204,899.17 1 9.500 1,723.75 100 9.000 1,723.75 OAKLAND CA 94601 1 03/02/01 23 0412393464 05 05/01/01 0 0412393464 O 04/01/31 0 4463114 E22/G01 F 240,550.00 ZZ 360 240,459.44 1 10.750 2,245.49 99 10.250 2,245.49 DURHAM NC 27713 1 03/13/01 23 0412451502 03 05/01/01 0 0412451502 O 04/01/31 0 4463764 700/G01 F 130,000.00 ZZ 360 129,936.06 1 1 9.500 1,093.11 100 9.250 1,093.11 HENDERSON NV 89014 1 03/22/01 23 0432765675 03 05/01/01 0 257154 O 04/01/31 0 4464591 K15/G01 F 66,900.00 ZZ 360 66,872.69 1 10.375 605.72 101 10.125 605.72 OTTTUMWA IA 52501 5 03/16/01 23 0432669554 05 05/01/01 0 009900053000994 O 04/01/31 0 4467695 K15/G01 F 137,000.00 ZZ 360 136,932.61 1 9.500 1,151.97 107 9.250 1,151.97 PARMA OH 44134 5 03/17/01 23 0432669240 05 05/01/01 0 002860005303154 O 04/01/31 0 4469156 642/G01 F 128,000.00 ZZ 180 127,646.20 1 8.500 1,260.47 107 8.250 1,260.47 WASHINGTON DC 20002 5 03/27/01 23 0432693752 05 05/01/01 0 03152801 O 04/01/16 0 4469245 147/G01 F 84,075.00 ZZ 360 84,033.55 1 9.490 706.34 95 9.240 706.34 DEERFIELD BEACH FL 33442 1 03/21/01 23 0432701241 09 05/01/01 0 10416663 O 04/01/31 0 4469783 642/G01 F 130,002.00 ZZ 360 130,002.00 1 10.375 1,177.05 103 10.125 1,177.05 ALBUQUERQUE NM 87113 1 04/05/01 23 0432706786 03 06/01/01 0 1 11181900 O 05/01/31 0 4471244 642/G01 F 143,000.00 ZZ 360 142,911.12 1 8.375 1,086.90 103 8.125 1,086.90 WOODBRIDGE VA 22193 2 03/01/01 23 0432663060 03 05/01/01 0 02135601 O 04/01/31 0 4471282 642/G01 F 86,000.00 ZZ 360 85,959.88 1 9.750 738.87 105 9.500 738.87 LOMPOC CA 93436 1 03/07/01 23 0432664571 01 05/01/01 0 01147301 O 04/01/31 0 4471595 E22/G01 F 179,750.00 ZZ 360 179,672.58 1 10.125 1,594.06 107 9.875 1,594.06 ST CHARLES MO 63303 9 03/09/01 23 0412341703 05 05/01/01 0 0412341703 O 04/01/31 0 4471615 E22/G01 F 219,200.00 ZZ 360 219,083.35 1 9.125 1,783.48 107 8.875 1,783.48 LEMON GROVE CA 91945 1 03/12/01 23 0412419277 05 05/01/01 0 0412419277 O 04/01/31 0 4471626 E22/G01 F 101,000.00 ZZ 360 100,974.86 1 12.625 1,087.74 100 12.125 1,087.74 FLORENCE AL 35630 1 03/14/01 23 0412431769 05 05/01/01 0 0412431769 O 04/01/31 0 1 4471642 E22/G01 F 153,000.00 ZZ 360 152,926.71 1 9.625 1,300.48 100 9.125 1,300.48 LAS VEGAS NV 89128 1 03/11/01 23 0412442337 05 05/01/01 0 0412442337 O 04/01/31 0 4471662 E22/G01 F 217,000.00 ZZ 360 216,893.27 2 9.500 1,824.65 106 9.250 1,824.65 SACRAMENTO CA 95831 1 03/09/01 23 0412455115 05 05/01/01 0 0412455115 O 04/01/31 0 4471830 E45/G01 F 50,250.00 ZZ 360 50,250.00 1 9.500 422.53 107 9.250 422.53 PORT CHARLOTTE FL 33952 1 04/12/01 23 0432746048 05 06/01/01 0 122500 O 05/01/31 0 4472007 N67/G01 F 98,850.00 ZZ 360 98,754.92 1 9.625 840.21 100 9.375 840.21 SUNSET UT 84015 1 03/06/01 23 0432664183 05 04/01/01 0 1380001677 O 03/01/31 0 4472228 N67/G01 F 127,400.00 ZZ 360 127,283.76 1 9.875 1,106.28 107 9.625 1,106.28 DECATUR GA 30034 1 03/05/01 23 0432665040 05 04/01/01 0 1380001580 O 03/01/31 0 4472878 E87/G01 F 109,695.00 ZZ 360 109,646.37 1 9.990 961.84 103 9.740 961.84 1 BREWSTER OH 44613 2 03/26/01 23 0432685220 05 05/01/01 0 01020313 O 04/01/31 0 4476202 685/G01 F 151,900.00 ZZ 360 151,814.85 1 8.875 1,208.58 107 8.625 1,208.58 SAN JUAN CAPIST CA 92675 1 03/20/01 23 0432705861 01 05/01/01 0 209140 O 04/01/31 0 4477218 E22/G01 F 71,950.00 ZZ 360 71,918.37 1 11.375 705.66 100 10.875 705.66 CENTERVILLE OH 45458 1 03/15/01 23 0412375768 01 05/01/01 0 0412375768 O 04/01/31 0 4477223 E22/G01 F 42,800.00 T 360 42,779.49 1 9.625 363.80 107 9.375 363.80 HACKETT AR 72937 1 03/15/01 23 0412395477 05 05/01/01 0 0412395477 O 04/01/31 0 4477226 E22/G01 F 235,303.00 ZZ 360 235,164.05 1 9.000 1,893.30 103 8.750 1,893.30 FAIRFIELD CA 94533 1 03/13/01 23 0412399479 05 05/01/01 0 0412399479 O 04/01/31 0 4477228 E22/G01 F 176,700.00 ZZ 360 176,608.39 1 9.250 1,453.67 104 9.000 1,453.67 ENGLEWOOD CO 80110 1 03/14/01 23 0412412777 05 05/01/01 0 0412412777 O 04/01/31 0 1 4477230 E22/G01 F 57,000.00 ZZ 360 56,966.35 2 8.625 443.34 95 8.125 443.34 BAKERSFIELD CA 93304 1 03/06/01 23 0412422594 05 05/01/01 0 0412422594 N 04/01/31 0 4477231 E22/G01 F 53,000.00 ZZ 360 52,973.93 1 9.500 445.65 100 9.000 445.65 PORT CHARLOTE FL 33948 1 03/15/01 23 0412424590 01 05/01/01 0 0412424590 O 04/01/31 0 4477241 E22/G01 F 96,835.00 ZZ 360 96,782.10 1 9.000 779.16 107 8.750 779.16 SPRING TX 77373 1 03/15/01 23 0412443293 03 05/01/01 0 0412443293 O 04/01/31 0 4477246 E22/G01 F 118,450.00 ZZ 360 118,402.93 1 10.500 1,083.51 103 10.000 1,083.51 MILLINGTON TN 38053 1 03/15/01 23 0412451890 05 05/01/01 0 0412451890 O 04/01/31 0 4477247 E22/G01 F 166,200.00 ZZ 360 166,113.83 2 9.250 1,367.29 107 8.750 1,367.29 CITRUS HEIGHTS CA 95610 1 03/12/01 23 0412455768 05 05/01/01 0 0412455768 O 04/01/31 0 4477249 E22/G01 F 158,300.00 ZZ 360 158,226.15 1 1 9.750 1,360.04 105 9.500 1,360.04 SACRAMENTO CA 95842 1 03/13/01 23 0412458796 05 05/01/01 0 0412458796 O 04/01/31 0 4477250 E22/G01 F 47,750.00 ZZ 360 47,721.81 1 8.625 371.39 107 8.125 371.39 WEST PALM BEACH FL 33405 1 03/15/01 23 0412461329 01 05/01/01 0 0412461329 O 04/01/31 0 4477257 E22/G01 F 176,400.00 ZZ 360 176,313.23 1 9.500 1,483.27 107 9.250 1,483.27 HOWELL MI 48843 1 03/15/01 23 0412467235 29 05/01/01 0 0412467235 O 04/01/31 0 4478417 147/G01 F 117,000.00 ZZ 360 116,904.05 1 10.375 1,059.33 100 10.125 1,059.33 LOS ANGELES CA 90043 5 02/15/01 23 0432665487 05 04/01/01 0 10412436 O 03/01/31 0 4479672 147/G01 F 88,800.00 ZZ 360 88,800.00 1 9.500 746.68 107 9.250 746.68 ALBRIGHTSVILLE PA 18210 1 04/11/01 23 0432744928 03 06/01/01 0 10417119 O 05/01/31 0 4480174 455/G01 F 79,000.00 ZZ 360 78,961.15 1 9.500 664.27 100 9.250 664.27 THE COLONY TX 75056 1 03/28/01 23 0432750040 05 05/01/01 0 1 30001857 O 04/01/31 0 4480198 U96/G01 F 240,750.00 ZZ 360 240,596.49 1 8.250 1,808.67 107 8.000 1,808.67 KANEOHE HI 96744 1 03/26/01 23 0432696458 01 05/01/01 0 10300007 O 04/01/31 0 4480211 K81/G01 F 129,000.00 ZZ 360 128,947.33 1 10.375 1,167.98 100 10.125 1,167.98 GLENDALE AZ 85303 1 03/22/01 23 0432697019 05 05/01/01 0 8001890 O 04/01/31 0 4484393 147/G01 F 116,500.00 ZZ 360 116,444.19 1 9.625 990.24 100 9.375 990.24 CLINTON TOWNSHI MI 48035 1 03/27/01 23 0432704237 05 05/01/01 0 10415051 O 04/01/31 0 4484606 642/G01 F 41,200.00 ZZ 360 41,184.06 1 10.625 380.73 103 10.375 380.73 ATLANTA GA 30318 1 03/09/01 23 0432681435 05 05/01/01 0 990124 O 04/01/31 0 4485206 Q01/G01 F 178,540.00 ZZ 360 178,454.47 1 9.625 1,517.57 100 9.375 1,517.57 SALIDA CA 95368 1 03/13/01 23 0432691285 05 05/01/01 0 627329 O 04/01/31 0 1 4485536 147/G01 F 144,400.00 ZZ 360 144,330.68 1 9.615 1,226.33 95 9.365 1,226.33 BLOOMINGTON IN 47404 1 03/23/01 23 0432701639 05 05/01/01 0 10416037 N 04/01/31 0 4486279 E22/G01 F 84,000.00 ZZ 360 83,954.12 1 9.000 675.88 100 8.750 675.88 OLDSMAR FL 34677 1 03/16/01 23 0412377152 01 05/01/01 0 0412377152 O 04/01/31 0 4486281 E22/G01 F 146,250.00 ZZ 360 146,188.67 1 10.250 1,310.55 103 10.000 1,310.55 LAKE ORION MI 48359 1 03/16/01 23 0412386732 05 05/01/01 0 0412386732 O 04/01/31 0 4486282 E22/G01 F 165,830.00 ZZ 360 165,748.43 1 9.500 1,394.39 103 9.250 1,394.39 COALINGA CA 93210 1 03/02/01 23 0412391104 05 05/01/01 0 0412391104 O 04/01/31 0 4486302 E22/G01 F 66,950.00 ZZ 360 66,924.11 1 10.625 618.68 103 10.375 618.68 KINGSFORD HEIGH IN 46346 5 03/12/01 23 0412422818 05 05/01/01 0 0412422818 O 04/01/31 0 4486308 E22/G01 F 224,540.00 ZZ 360 224,223.59 1 9.250 1,847.24 103 9.000 1,847.24 1 CHESTER NH 03036 1 03/16/01 23 0412427585 05 05/01/01 0 0412427585 O 04/01/31 0 4486310 E22/G01 F 90,000.00 ZZ 360 89,972.78 1 11.750 908.47 100 11.250 908.47 RIO RANCHO NM 87124 1 03/15/01 23 0412428716 03 05/01/01 0 0412428716 O 04/01/31 0 4486311 E22/G01 F 33,250.00 ZZ 360 33,233.65 1 9.500 279.58 95 9.250 279.58 SPOKANE WA 99202 1 03/09/01 23 0412429128 05 05/01/01 0 0412429128 N 04/01/31 0 4486318 E22/G01 F 240,000.00 ZZ 360 239,878.80 1 9.375 1,996.20 100 9.125 1,996.20 MODESTO CA 95350 1 03/14/01 23 0412440679 05 05/01/01 0 0412440679 O 04/01/31 0 4486321 E22/G01 F 80,750.00 ZZ 360 80,711.31 1 9.625 686.37 95 9.375 686.37 AUSTIN TX 78702 1 03/16/01 23 0412443335 05 05/01/01 0 0412443335 N 04/01/31 0 4486324 E22/G01 F 129,750.00 ZZ 360 129,695.59 1 10.250 1,162.69 103 10.000 1,162.69 BURLINGTON VT 05401 1 03/16/01 23 0412444812 05 05/01/01 0 0412444812 O 04/01/31 0 1 4487381 E82/G01 F 113,000.00 ZZ 360 112,938.28 1 9.000 909.22 102 8.750 909.22 LAWRENCE PARK PA 16511 1 03/16/01 23 0400395349 05 05/01/01 0 0400395349 O 04/01/31 0 4488614 642/G01 F 124,400.00 ZZ 360 124,298.51 1 9.250 1,023.41 107 9.000 1,023.41 HANOVER PA 17331 5 03/13/01 23 0432675668 05 05/01/01 0 02164701 O 04/01/31 0 4489136 N74/G01 F 114,490.00 ZZ 360 114,433.69 1 9.500 962.69 107 9.250 962.69 BENTONVILLE AR 72712 5 03/21/01 23 0432765766 05 05/01/01 0 0028378010 O 04/01/31 0 4490940 Q01/G01 F 131,840.00 ZZ 360 131,840.00 1 10.500 1,205.99 100 10.250 1,205.99 ROMULUS MI 48174 5 04/18/01 23 0432772150 05 06/01/01 0 64267301 O 05/01/31 0 4491244 964/G01 F 205,000.00 ZZ 360 204,888.02 1 9.000 1,649.48 105 8.750 1,649.48 RIDGEFIELD WA 98642 1 03/27/01 23 0432769016 05 05/01/01 0 115713 O 04/01/31 0 4492190 147/G01 F 115,360.00 ZZ 360 115,315.38 1 1 10.625 1,066.04 103 10.375 1,066.04 NEWBURY PARK CA 91320 5 03/21/01 23 0432744449 01 05/01/01 0 10416617 O 04/01/31 0 4492200 U05/G01 F 118,000.00 ZZ 360 117,930.34 1 8.625 917.79 105 8.375 917.79 MINNEAPOLIS MN 55443 5 03/21/01 23 0432710580 09 05/01/01 0 3108228 O 04/01/31 0 4494057 E22/G01 F 163,175.00 ZZ 360 163,092.59 1 9.375 1,357.21 107 9.125 1,357.21 PALMYRA ME 04965 1 03/16/01 23 0412392821 05 05/01/01 0 0412392821 O 04/01/31 0 4494059 E22/G01 F 223,450.00 ZZ 360 223,334.16 1 9.250 1,838.27 103 9.000 1,838.27 MOUNTLAKE TERRA WA 98043 1 03/14/01 23 0412395519 05 05/01/01 0 0412395519 O 04/01/31 0 4496352 642/G01 F 94,160.00 ZZ 360 94,112.45 1 9.375 783.18 107 9.125 783.18 WICHITA KS 67235 5 03/26/01 23 0432730737 05 05/01/01 0 03100201 O 04/01/31 0 4496657 U62/G01 F 113,300.00 ZZ 360 113,238.11 1 9.000 911.64 103 8.750 911.64 LINCOLNTON NC 28092 2 03/26/01 23 0432693083 05 05/01/01 0 1 2001243483 O 04/01/31 0 4498459 U62/G01 F 114,300.00 ZZ 360 114,246.68 1 9.750 982.01 103 9.500 982.01 CANTON GA 30115 9 03/12/01 23 0432681708 05 05/01/01 0 2001239858 O 04/01/31 0 4498484 U59/G01 F 245,531.00 ZZ 360 245,416.44 1 9.750 2,109.50 100 9.500 2,109.50 POUGHQUAG NY 12570 1 03/30/01 23 0432687432 03 05/01/01 0 01933800549227 O 04/01/31 0 4498728 808/G01 F 244,867.00 ZZ 360 244,729.72 1 8.875 1,948.28 103 8.625 1,948.28 PALMDALE CA 93551 1 03/26/01 23 0432694313 05 05/01/01 0 9420393 O 04/01/31 0 4498852 642/G01 F 179,000.00 ZZ 360 178,897.02 1 8.750 1,408.19 100 8.500 1,408.19 ARVADA CO 80003 1 03/29/01 23 0432717254 03 05/01/01 0 03188501 O 04/01/31 0 4499354 K15/G01 F 270,400.00 ZZ 360 270,267.00 1 9.500 2,273.67 107 9.250 2,273.67 CARO MI 48723 5 03/27/01 23 0432702876 05 05/01/01 0 024405301653 O 04/01/31 0 1 4499567 E45/G01 F 119,800.00 ZZ 360 119,800.00 1 9.125 974.73 107 8.875 974.73 SARASOTA FL 34232 1 04/23/01 23 0432765691 05 06/01/01 0 122451 O 05/01/31 0 4501430 685/G01 F 113,500.00 ZZ 360 113,444.17 1 9.500 954.37 100 9.250 954.37 PRINEVILLE OR 97754 1 03/29/01 23 0432705853 05 05/01/01 0 125339 O 04/01/31 0 4502268 E22/G01 F 163,000.00 ZZ 360 162,921.92 1 9.625 1,385.48 100 9.375 1,385.48 SAN DIEGO CA 92114 1 03/14/01 23 0412418287 05 05/01/01 0 0412418287 O 04/01/31 0 4502269 E22/G01 F 59,500.00 ZZ 360 59,470.73 1 9.500 500.31 100 9.000 500.31 VERO BEACH FL 32960 1 03/20/01 23 0412432528 05 05/01/01 0 0412432528 O 04/01/31 0 4502271 E22/G01 F 79,900.00 ZZ 360 79,873.02 1 11.250 776.04 97 10.750 776.04 EL PASO TX 79930 1 03/13/01 23 0412434870 05 05/01/01 0 0412434870 O 04/01/31 0 4502289 E22/G01 F 126,500.00 ZZ 360 126,439.40 1 9.625 1,075.24 100 9.375 1,075.24 1 MESQUITE TX 75150 1 03/20/01 23 0412450025 05 05/01/01 0 0412450025 O 04/01/31 0 4502291 E22/G01 F 214,000.00 ZZ 360 213,623.38 1 9.875 1,858.27 107 9.625 1,858.27 WEST MILFORD TW NJ 07421 9 03/15/01 23 0412452963 05 05/01/01 0 0412452963 O 04/01/31 0 4502292 E22/G01 F 162,500.00 ZZ 360 162,415.75 1 9.250 1,336.85 103 8.750 1,336.85 LOS ANGELES CA 90047 5 03/11/01 23 0412453516 05 05/01/01 0 0412453516 O 04/01/31 0 4502300 E22/G01 F 183,500.00 ZZ 360 183,409.74 1 9.500 1,542.97 100 9.250 1,542.97 OMAHA NE 68164 1 03/20/01 23 0412464588 05 05/01/01 0 0412464588 O 04/01/31 0 4502301 E22/G01 F 50,682.00 ZZ 360 50,657.07 1 9.500 426.16 95 9.250 426.16 SPOKANE WA 99207 1 03/13/01 23 0412467557 05 05/01/01 0 0412467557 N 04/01/31 0 4502881 286/G01 F 69,550.00 ZZ 360 69,432.69 1 9.625 591.17 107 9.375 591.17 INDEPENDENCE KS 67301 2 02/21/01 23 0432777084 05 04/01/01 0 0000237348 O 03/01/31 0 1 4504563 F34/G01 F 185,110.00 ZZ 360 185,016.52 1 9.375 1,539.65 107 9.125 1,539.65 JOLIET IL 60433 1 03/28/01 23 0432730448 05 05/01/01 0 30103034 O 04/01/31 0 4504600 642/G01 F 215,000.00 ZZ 360 215,000.00 1 9.125 1,749.31 104 8.875 1,749.31 PARKER CO 80134 1 04/19/01 23 0432744498 05 06/01/01 0 03186401 O 05/01/31 0 4504843 147/G01 F 123,050.00 ZZ 360 122,992.59 1 9.750 1,057.19 107 9.500 1,057.19 MORENO VALLEY CA 92557 5 03/26/01 23 0432743391 05 05/01/01 0 10414357 O 04/01/31 0 4505280 286/G01 F 162,808.00 ZZ 360 162,719.06 1 9.000 1,310.00 100 8.750 1,310.00 VIRGINIA BEACH VA 23456 1 03/15/01 03 0432777092 05 05/01/01 0 0009635604 O 04/01/31 0 4506243 526/G01 F 154,500.00 ZZ 360 154,347.41 1 9.500 1,299.12 103 9.250 1,299.12 SUN CITY AZ 85373 5 02/13/01 23 0432733483 05 04/01/01 0 0437887 O 03/01/31 0 4506929 U59/G01 F 200,850.00 ZZ 360 200,758.75 1 1 9.875 1,744.08 103 9.625 1,744.08 HILLSBORO OR 97123 5 04/06/01 23 0432747517 05 05/11/01 0 800806483 O 04/11/31 0 4507102 T08/G01 F 23,750.00 ZZ 360 23,738.92 1 9.750 204.05 95 9.500 204.05 INDIANAPOLIS IN 46218 1 03/15/01 23 0432688760 05 05/01/01 0 21020130 N 04/01/31 0 4508225 U96/G01 F 251,450.00 ZZ 360 251,301.55 1 8.625 1,955.75 107 8.375 1,955.75 WAIKOLOA HI 96738 1 03/28/01 23 0432696821 03 05/01/01 0 10300067 O 04/01/31 0 4509541 700/G01 F 108,000.00 ZZ 360 107,945.46 1 9.375 898.29 100 9.125 898.29 BALDWIN PARK CA 91706 1 03/26/01 23 0432744050 05 05/01/01 0 00254731 O 04/01/31 0 4509699 E22/G01 F 77,800.00 ZZ 360 77,761.74 1 9.500 654.18 100 9.250 654.18 RAVENNA OH 44266 1 03/21/01 23 0412416430 05 05/01/01 0 0412416430 O 04/01/31 0 4509700 E22/G01 F 138,358.00 ZZ 360 138,308.66 1 11.000 1,317.62 100 10.750 1,317.62 SAN JUAN TX 78589 1 03/20/01 23 0412417925 05 05/01/01 0 1 0412417925 O 04/01/31 0 4509719 E22/G01 F 78,900.00 ZZ 360 78,867.79 1 10.375 714.37 100 9.875 714.37 NEW SMYRNA BEAC FL 32168 5 03/16/01 23 0412449803 05 05/01/01 0 0412449803 O 04/01/31 0 4509723 E22/G01 F 79,000.00 ZZ 360 78,961.15 1 9.500 664.27 106 9.250 664.27 TRUSSVILLE AL 35173 2 03/16/01 23 0412456790 05 05/01/01 0 0412456790 O 04/01/31 0 4509724 E22/G01 F 139,900.00 ZZ 360 139,821.57 1 8.875 1,113.11 100 8.625 1,113.11 YAKIMA WA 98908 1 03/15/01 23 0412457103 03 05/01/01 0 0412457103 O 04/01/31 0 4509727 E22/G01 F 136,800.00 ZZ 360 136,736.18 1 9.750 1,175.32 100 9.500 1,175.32 SHELBYVILLE KY 40065 1 03/21/01 23 0412458770 05 05/01/01 0 0412458770 O 04/01/31 0 4509748 E22/G01 F 87,400.00 ZZ 360 87,358.13 1 9.625 742.89 95 9.375 742.89 SIMPSONVILLE SC 29681 1 03/21/01 23 0412476533 05 05/01/01 0 0412476533 N 04/01/31 0 1 4509978 T08/G01 F 78,900.00 ZZ 360 78,831.75 1 10.125 699.70 100 9.875 699.70 WILLARD MO 65781 1 03/08/01 23 0432689313 05 04/01/01 0 21020175 O 03/01/31 0 4510808 T24/G01 F 161,000.00 ZZ 360 160,914.32 1 9.125 1,309.95 104 8.875 1,309.95 SPRING TX 77379 1 03/02/01 23 0432681997 03 05/01/01 0 09956683 O 04/01/31 0 4511445 N67/G01 F 181,750.00 ZZ 360 181,658.22 1 9.375 1,511.70 102 9.125 1,511.70 MESA AZ 85215 1 03/09/01 23 0432728103 03 05/01/01 0 1780004911 O 04/01/31 0 4511800 K83/G01 F 89,000.00 ZZ 360 88,959.57 1 9.875 772.83 100 9.625 772.83 NEWNAN GA 30263 1 03/30/01 23 0432723302 05 05/01/01 0 23190101 O 04/01/31 0 4512123 808/G01 F 160,000.00 ZZ 360 160,000.00 2 9.375 1,330.80 100 9.125 1,330.80 POMONA CA 91767 1 04/05/01 23 0432744670 05 06/01/01 0 1 O 05/01/31 0 4512328 642/G01 F 56,400.00 ZZ 360 56,369.19 2 9.000 453.81 95 8.750 453.81 1 BUFFALO NY 14211 1 03/09/01 23 0432681427 05 05/01/01 0 11136800 N 04/01/31 0 4512626 Q64/G01 F 126,000.00 ZZ 360 125,939.63 1 9.625 1,070.99 100 9.375 1,070.99 SMYRNA GA 30082 1 03/15/01 23 0432687382 05 05/01/01 0 0101727204 O 04/01/31 0 4513005 808/G01 F 149,350.00 ZZ 360 149,276.53 1 9.500 1,255.82 103 9.250 1,255.82 MODESTO CA 95354 1 03/28/01 23 0432710648 05 05/01/01 0 9420327 O 04/01/31 0 4513361 003/G01 F 235,650.00 ZZ 360 235,377.85 1 8.750 1,853.86 100 8.500 1,853.86 ELLENWOOD GA 30294 1 02/28/01 23 0432680312 03 04/01/01 0 0021004387 O 03/01/31 0 4514405 K15/G01 F 51,400.00 ZZ 360 51,379.02 1 10.375 465.38 103 10.125 465.38 MIDWEST CITY OK 73110 5 03/27/01 23 0432741239 05 05/01/01 0 032605302234 O 04/01/31 0 4516225 E22/G01 F 109,250.00 ZZ 360 109,196.27 1 9.500 918.63 95 9.250 918.63 HOLLIS NH 03049 1 03/23/01 23 0412413882 01 05/01/01 0 0412413882 N 04/01/31 0 1 4516245 E22/G01 F 164,800.00 ZZ 360 164,730.90 1 10.250 1,476.77 103 10.000 1,476.77 MARGATE FL 33063 1 03/22/01 23 0412429029 03 05/01/01 0 0412429029 O 04/01/31 0 4516247 E22/G01 F 191,000.00 ZZ 360 190,892.92 1 8.875 1,519.68 100 8.375 1,519.68 LINCOLN CA 95648 1 03/22/01 23 0412429920 05 05/01/01 0 0412429920 O 04/01/31 0 4516260 E22/G01 F 87,800.00 ZZ 360 87,762.18 1 10.125 778.63 100 9.875 778.63 NEWBERRY SC 29108 9 03/19/01 23 0412436032 05 05/01/01 0 0412436032 O 04/01/31 0 4516264 E22/G01 F 103,750.00 ZZ 360 103,690.31 1 8.750 816.20 107 8.500 816.20 CAMPBELLSVILLE KY 42718 1 03/23/01 23 0412438012 05 05/01/01 0 0412438012 O 04/01/31 0 4516275 E22/G01 F 92,491.00 ZZ 360 92,436.39 1 8.625 719.39 100 8.125 719.39 LARGO FL 33771 1 03/26/01 23 0412443277 05 05/01/01 0 0412443277 O 04/01/31 0 4516280 E22/G01 F 31,000.00 T 360 30,985.15 1 1 9.625 263.50 107 9.375 263.50 MUSKEGON MI 49442 1 03/26/01 23 0412445942 05 05/01/01 0 0412445942 O 04/01/31 0 4516282 E22/G01 F 133,000.00 ZZ 360 132,934.58 1 9.500 1,118.34 100 9.000 1,118.34 LOUISVILLE KY 40222 1 03/23/01 23 0412446593 05 05/01/01 0 0412446593 O 04/01/31 0 4516321 E22/G01 F 57,000.00 ZZ 360 56,969.67 2 9.125 463.77 95 8.875 463.77 ROANOKE VA 24012 1 03/26/01 23 0412463242 05 05/01/01 0 0412463242 N 04/01/31 0 4516329 E22/G01 F 135,350.00 ZZ 360 135,286.85 1 9.750 1,162.87 107 9.500 1,162.87 WHEELING IL 60090 1 03/22/01 23 0412466773 01 05/01/01 0 0412466773 O 04/01/31 0 4516334 E22/G01 F 154,000.00 ZZ 360 153,915.88 1 9.000 1,239.12 100 8.500 1,239.12 HIALEAH FL 33012 1 03/22/01 23 0412467896 05 05/01/01 0 0412467896 O 04/01/31 0 4516344 E22/G01 F 71,450.00 ZZ 360 71,423.82 1 10.875 673.70 100 10.375 673.70 ELKHART IN 46514 1 03/23/01 23 0412470163 05 05/01/01 0 1 0412470163 O 04/01/31 0 4516348 E22/G01 F 80,340.00 ZZ 360 80,308.08 1 10.500 734.90 103 10.250 734.90 OMAHA NE 68104 1 03/22/01 23 0412471187 05 05/01/01 0 0412471187 O 04/01/31 0 4516350 E22/G01 F 132,000.00 ZZ 360 131,935.07 1 9.500 1,109.93 104 9.250 1,109.93 FRESNO CA 93711 1 03/14/01 23 0412471690 05 05/01/01 0 0412471690 O 04/01/31 0 4516352 E22/G01 F 138,000.00 ZZ 360 137,926.57 1 9.125 1,122.81 100 8.875 1,122.81 AUBURN WA 98001 1 03/15/01 23 0412471898 05 05/01/01 0 0412471898 O 04/01/31 0 4516362 E22/G01 F 138,652.00 ZZ 360 138,583.80 1 9.500 1,165.86 95 9.250 1,165.86 RENTON WA 98056 1 03/20/01 23 0412474520 05 05/01/01 0 0412474520 N 04/01/31 0 4516372 E22/G01 F 205,000.00 ZZ 360 204,896.47 1 9.375 1,705.09 100 9.125 1,705.09 CLINTON TOWNSHI MI 48038 9 03/21/01 23 0412479073 05 05/01/01 0 0412479073 O 04/01/31 0 1 4516388 E22/G01 F 233,500.00 ZZ 360 233,385.15 2 9.500 1,963.39 100 9.250 1,963.39 BROOKLYN NY 11221 1 03/22/01 23 0412483745 05 05/01/01 0 0412483745 O 04/01/31 0 4516394 E22/G01 F 65,500.00 ZZ 360 65,455.39 1 9.625 556.74 100 9.375 556.74 LANDIS NC 28088 1 03/23/00 23 0412487902 05 05/01/01 0 0412487902 O 04/01/31 0 4516396 E22/G01 F 189,250.00 ZZ 360 189,166.28 1 10.000 1,660.80 103 9.750 1,660.80 CHESTERFIELD TW MI 48047 1 03/26/01 23 0412488538 05 05/01/01 0 0412488538 O 04/01/31 0 4516397 E22/G01 F 72,750.00 ZZ 360 72,712.28 1 9.250 598.50 107 8.750 598.50 HIDDEN VALLEY PA 15502 1 03/23/01 23 0412489437 09 05/01/01 0 0412489437 O 04/01/31 0 4516407 E22/G01 F 89,610.00 ZZ 360 89,565.92 1 9.500 753.49 103 9.250 753.49 AFTON WY 83110 1 03/23/01 23 0412496432 05 05/01/01 0 0412496432 O 04/01/31 0 4516409 E22/G01 F 110,900.00 ZZ 360 110,845.45 1 9.500 932.51 100 9.250 932.51 1 ROCKWALL TX 75087 1 03/23/01 23 0412497588 03 05/01/01 0 0412497588 O 04/01/31 0 4516773 455/G01 F 127,920.00 ZZ 360 127,858.71 1 9.625 1,087.31 103 9.375 1,087.31 CHARLOTTE NC 28210 1 03/30/01 23 0432752707 05 05/01/01 0 42000893 O 04/01/31 0 4518105 F28/G01 F 121,000.00 ZZ 360 120,703.63 1 8.500 930.39 103 8.250 930.39 CUDAHY WI 53110 1 12/15/00 10 0432673408 05 02/01/01 35 6306213 O 01/01/31 0 4518417 F28/G01 F 124,500.00 ZZ 360 124,046.30 1 10.000 1,092.58 103 9.750 1,092.58 MERRIMACK NH 03054 1 08/29/00 14 0432673267 01 10/01/00 35 6063194 O 09/01/30 0 4518574 F61/G01 F 105,000.00 ZZ 360 104,944.13 1 9.125 854.31 100 8.875 854.31 TACOMA WA 98408 1 03/29/01 23 0432756070 05 05/01/01 0 010106 O 04/01/31 0 4518767 R74/G01 F 58,710.00 ZZ 360 58,696.11 1 12.850 642.58 103 12.600 642.58 FARMER CITY IL 61842 1 03/13/01 23 0432670933 05 05/01/01 0 2020022905 O 04/01/31 0 1 4518837 F28/G01 F 73,130.00 ZZ 360 72,843.95 1 9.000 588.42 103 8.750 588.42 SAN DIEGO CA 92119 1 09/15/00 14 0432686582 01 11/01/00 35 60500683 O 10/01/30 0 4519193 147/G01 F 115,978.00 ZZ 360 115,917.87 1 9.250 954.13 103 9.000 954.13 TAMPA FL 33624 1 03/30/01 23 0432728095 05 05/01/01 0 10417648 O 04/01/31 0 4519745 F28/G01 F 113,815.00 ZZ 360 113,499.43 1 9.000 915.78 103 8.750 915.78 BAYTOWN TX 77521 1 12/06/00 10 0432673127 03 01/01/01 35 6419743 O 12/01/30 0 4519877 F28/G01 F 101,000.00 ZZ 360 100,870.75 1 8.250 758.78 100 8.000 758.78 APPLETON WI 54915 1 02/28/01 10 0432673424 05 04/01/01 30 20102417C O 03/01/31 0 4519953 U62/G01 F 102,720.00 ZZ 360 102,659.35 1 8.625 798.95 107 8.375 798.95 SPOKANE WA 99223 9 03/13/01 23 0432681781 05 05/01/01 0 2001237192 O 04/01/31 0 4520401 455/G01 F 112,500.00 ZZ 360 112,444.67 1 1 9.500 945.96 100 9.250 945.96 FORT WORTH TX 76137 1 03/28/01 23 0432759801 05 05/01/01 0 30001889 O 04/01/31 0 4520756 F28/G01 F 75,396.00 ZZ 360 75,180.61 1 9.750 647.77 103 9.500 647.77 BARSTOW CA 92311 1 10/27/00 11 0432670255 05 12/01/00 35 VC1400 O 11/01/30 0 4520891 F28/G01 F 232,100.00 ZZ 360 231,810.46 1 8.375 1,764.13 100 8.125 1,764.13 TRACY CA 95376 1 02/12/01 10 0432686590 05 04/01/01 35 6523437 O 03/01/31 0 4521128 F28/G01 F 136,990.00 ZZ 360 136,579.74 1 8.625 1,065.49 103 8.375 1,065.49 NAUGATUCK CT 06770 1 11/28/00 11 0432673150 05 01/01/01 35 4430593 O 12/01/30 0 4521314 F28/G01 F 70,555.00 ZZ 360 70,120.00 1 9.500 593.26 103 9.250 593.26 ROWLETT TX 75088 1 04/18/00 14 0432670370 05 06/01/00 35 OH001 O 05/01/30 0 4521445 K81/G01 F 69,000.00 ZZ 360 68,966.06 1 9.500 580.19 107 9.250 580.19 DONNELLY ID 83615 1 03/29/01 23 0432704328 05 05/01/01 0 1 5520135 O 04/01/31 0 4521831 F28/G01 F 156,560.00 ZZ 360 156,195.73 1 8.750 1,231.66 103 8.500 1,231.66 OMAHA NE 68138 1 12/15/00 10 0432673358 03 02/01/01 35 13886064 O 01/01/31 0 4521903 964/G01 F 161,021.00 ZZ 360 160,928.36 1 8.750 1,266.75 107 8.500 1,266.75 LAS VEGAS NV 89144 1 03/27/01 23 0432779122 05 05/01/01 0 106635 O 04/01/31 0 4521910 F28/G01 F 132,350.00 ZZ 360 131,775.77 1 9.750 1,137.10 103 9.500 1,137.10 DEARBORN HEIGHT MI 48127 1 07/12/00 14 0432686673 05 09/01/00 35 20345050 O 08/01/30 0 4522107 147/G01 F 82,400.00 ZZ 360 82,365.44 1 10.250 738.39 103 10.000 738.39 PHILADELPHIA PA 19145 1 03/29/01 23 0432717494 07 05/01/01 0 10412151 O 04/01/31 0 4522111 F28/G01 F 115,875.00 ZZ 360 115,186.02 1 8.750 911.59 103 8.500 911.59 CLEMSON SC 29631 1 06/26/00 14 0432670396 05 08/01/00 35 5748583 O 07/01/30 0 1 4522209 F28/G01 F 81,885.00 ZZ 360 81,031.89 1 9.500 688.54 103 9.250 688.54 KANSAS CITY MO 64114 1 06/30/00 14 0432686657 05 08/01/00 35 2297343 O 07/01/30 0 4522588 808/G01 F 121,000.00 ZZ 360 121,000.00 1 8.625 941.13 94 8.375 941.13 NEWHALL AREA SA CA 91321 1 04/02/01 23 0432739092 05 06/01/01 0 9502527 N 05/01/31 0 4523988 E22/G01 F 248,550.00 ZZ 360 248,410.65 1 8.875 1,977.58 103 8.625 1,977.58 TEMECULA CA 92591 1 03/12/01 23 0412408510 03 05/01/01 0 0412408510 O 04/01/31 0 4523992 E22/G01 F 164,500.00 ZZ 360 164,419.08 1 9.500 1,383.21 100 9.250 1,383.21 HAYWARD CA 94545 1 03/14/01 23 0412423378 05 05/01/01 0 0412423378 O 04/01/31 0 4523993 E22/G01 F 64,000.00 T 360 63,969.34 1 9.625 543.99 107 9.125 543.99 DELTONA FL 32725 1 03/22/01 23 0412424756 05 05/01/01 0 0412424756 O 04/01/31 0 4523994 E22/G01 F 39,650.00 ZZ 360 39,634.25 1 10.500 362.69 103 10.250 362.69 1 ANDREWS IN 46702 1 03/27/01 23 0412426371 05 05/01/01 0 0412426371 O 04/01/31 0 4524001 E22/G01 F 83,450.00 ZZ 360 83,405.59 1 9.125 678.98 107 8.875 678.98 LAKE WORTH FL 33463 1 03/27/01 23 0412432510 09 05/01/01 0 0412432510 O 04/01/31 0 4524006 E22/G01 F 86,650.00 ZZ 360 86,610.64 1 9.875 752.42 107 9.625 752.42 LEXINGTON TN 38351 2 03/22/01 23 0412442097 05 05/01/01 0 0412442097 O 04/01/31 0 4524009 E22/G01 F 55,600.00 ZZ 360 55,570.41 1 9.125 452.38 107 8.625 452.38 LEITCHFIELD KY 42754 1 03/27/01 23 0412448375 05 05/01/01 0 0412448375 O 04/01/31 0 4524015 E22/G01 F 109,000.00 ZZ 360 108,946.39 1 9.500 916.53 100 9.250 916.53 CRYSTAL LAKE IL 60014 1 03/27/01 23 0412458598 05 05/01/01 0 0412458598 O 04/01/31 0 4524016 E22/G01 F 294,250.00 ZZ 360 294,116.31 1 9.875 2,555.12 107 9.625 2,555.12 KAHULUI HI 96732 5 03/15/01 23 0412458838 05 05/01/01 0 0412458838 O 04/01/31 0 1 4524049 E22/G01 F 58,900.00 ZZ 360 58,871.03 1 9.500 495.26 95 9.000 495.26 CEDAR HILL TX 75104 1 03/23/01 23 0412494247 05 05/01/01 0 0412494247 N 04/01/31 0 4524293 R54/G01 F 118,450.00 ZZ 360 118,420.52 1 12.625 1,275.67 103 12.375 1,275.67 NEW ORLEANS LA 70114 1 03/16/01 23 0432666535 05 05/01/01 0 2000001535 O 04/01/31 0 4524318 147/G01 F 77,040.00 ZZ 360 77,005.84 1 9.990 675.52 107 9.740 675.52 CHICAGO IL 60617 1 03/13/01 23 0432681864 05 05/01/01 0 10413315 O 04/01/31 0 4524391 F28/G01 F 102,150.00 ZZ 360 101,983.77 1 7.875 740.66 103 7.625 740.66 KENNEDALE TX 76060 1 02/12/01 10 0432673259 05 04/01/01 35 6471165 O 03/01/31 0 4524425 E82/G01 F 90,500.00 ZZ 360 90,456.65 1 9.625 769.24 98 9.375 769.24 NORTH WILKESBOR NC 28659 5 03/19/01 23 0400394821 05 05/01/01 0 0400394821 O 04/01/31 0 4524564 F28/G01 F 66,950.00 ZZ 360 66,643.99 1 1 9.500 562.96 103 9.250 562.96 TRIADELPHIA WV 26059 1 07/31/00 14 0432686723 05 09/01/00 35 100273770 O 08/01/30 0 4524656 F28/G01 F 156,000.00 ZZ 360 155,597.96 1 8.250 1,171.98 100 8.000 1,171.98 GAITHERSBURG MD 20878 1 12/27/00 10 0432673036 01 02/01/01 35 6458297 O 01/01/31 0 4524657 F28/G01 F 250,000.00 ZZ 360 248,852.41 1 9.125 2,034.08 100 8.875 2,034.08 MIAMI FL 33156 1 08/31/00 14 0432670610 05 10/01/00 35 5818608 O 09/01/30 0 4524706 F28/G01 F 167,200.00 ZZ 360 166,505.73 1 9.375 1,390.68 102 9.125 1,390.68 MILFORD MA 01757 1 09/07/00 14 0432672632 05 10/01/00 35 6050894 O 09/01/30 0 4524709 F28/G01 F 76,730.00 ZZ 360 76,606.52 1 9.125 624.30 103 8.875 624.30 ENNIS TX 75119 1 01/29/01 10 0432686574 05 03/01/01 35 6451033 O 02/01/31 0 4524784 F28/G01 F 135,857.00 ZZ 360 135,417.84 1 8.250 1,020.65 103 8.000 1,020.65 BROKEN ARROW OK 74012 1 11/20/00 11 0432673119 03 01/01/01 35 1 100066 O 12/01/30 0 4525031 E87/G01 F 135,890.00 ZZ 360 135,890.00 1 8.875 1,081.20 107 8.625 1,081.20 LOUISVILLE KY 40241 5 04/12/01 23 0432755510 05 06/01/01 0 01030354 O 05/01/31 0 4525543 642/G01 F 182,310.00 ZZ 360 182,235.57 1 10.375 1,650.65 103 10.125 1,650.65 PHOENIX AZ 85023 1 03/20/01 23 0432689396 03 05/01/01 0 03141701 O 04/01/31 0 4526279 F28/G01 F 156,900.00 ZZ 360 156,515.72 1 8.500 1,206.43 100 8.250 1,206.43 TEMPE AZ 85283 1 12/13/00 10 0432672814 03 02/01/01 35 6568774 O 01/01/31 0 4526387 F28/G01 F 109,695.00 ZZ 360 109,412.27 1 8.250 824.11 103 8.000 824.11 PELHAM AL 35124 1 12/15/00 11 0432672665 05 02/01/01 35 00012006 O 01/01/31 0 4526869 T17/G01 F 130,295.00 ZZ 360 130,295.00 1 9.875 1,131.41 103 9.625 1,131.41 ANDERSON SC 29621 2 04/06/01 23 0432723153 05 06/01/01 0 01030705 O 05/01/31 0 1 4528015 U59/G01 F 173,350.00 ZZ 360 173,257.75 1 9.125 1,410.44 106 8.875 1,410.44 LAS VEGAS NV 89107 1 03/29/01 23 0432706489 05 05/01/01 0 01933800788854 O 04/01/31 0 4529023 Q64/G01 F 160,550.00 ZZ 360 160,468.92 1 9.375 1,335.38 95 9.125 1,335.38 LAKE WORTH FL 33463 1 03/29/01 23 0432774420 03 05/01/01 0 0101747909 N 04/01/31 0 4529048 F28/G01 F 113,190.00 ZZ 360 112,907.15 1 9.500 951.76 99 9.250 951.76 FORT WORTH TX 76135 1 11/30/00 10 0432673515 03 01/01/01 35 DC969898 O 12/01/30 0 4529224 F28/G01 F 117,500.00 ZZ 360 116,188.78 1 9.000 945.43 102 8.750 945.43 FLOYDS KNOBS IN 47119 1 10/18/00 01 0432686731 05 12/01/00 35 6159919 O 11/01/30 0 4529687 642/G01 F 51,895.00 ZZ 360 51,895.00 1 8.750 408.26 107 8.500 408.26 NORFOLK VA 23502 1 04/17/01 23 0432747202 07 06/01/01 0 03194301 O 05/01/31 0 4530176 F28/G01 F 120,000.00 ZZ 360 119,733.63 1 7.875 870.08 100 7.625 870.08 1 WILMINGTON NC 28405 1 02/16/01 10 0432672798 03 04/01/01 35 6355814 O 03/01/31 0 4530921 948/G01 F 59,740.00 ZZ 360 59,715.60 1 10.375 540.90 103 10.125 540.90 BEMIDJI MN 56601 1 03/23/01 23 0432690915 05 05/01/01 0 56929 O 04/01/31 0 4531736 E22/G01 F 54,950.00 ZZ 360 54,922.25 1 9.375 457.05 101 9.125 457.05 HOUSTON TX 77032 1 03/22/01 23 0412294415 09 05/01/01 0 0412294415 O 04/01/31 0 4531742 E22/G01 F 259,000.00 ZZ 360 258,872.61 1 9.500 2,177.81 100 9.000 2,177.81 HENDERSON NV 89014 1 03/06/01 23 0412383689 03 05/01/01 0 0412383689 O 04/01/31 0 4531751 E22/G01 F 137,750.00 ZZ 360 137,682.24 1 9.500 1,158.28 95 9.250 1,158.28 SACRAMENTO CA 95818 1 03/23/01 23 0412401549 05 05/01/01 0 0412401549 N 04/01/31 0 4531755 E22/G01 F 227,000.00 ZZ 360 226,876.01 1 9.000 1,826.49 106 8.750 1,826.49 VACAVILLE CA 95687 1 03/16/01 23 0412418600 05 05/01/01 0 0412418600 O 04/01/31 0 1 4531788 E22/G01 F 129,470.00 ZZ 360 129,406.32 1 9.500 1,088.65 107 9.250 1,088.65 INDIANAPOLIS IN 46224 1 03/28/01 23 0412461618 03 05/01/01 0 0412461618 O 04/01/31 0 4531796 E22/G01 F 149,000.00 ZZ 360 148,819.44 1 9.500 1,252.87 107 9.250 1,252.87 MUSKEGON MI 49442 1 03/28/01 23 0412466674 05 05/01/01 0 0412466674 O 04/01/31 0 4531801 E22/G01 F 80,250.00 ZZ 360 80,209.47 2 9.375 667.48 95 9.125 667.48 SOUTH BEND IN 46616 1 03/28/01 23 0412470122 05 05/01/01 0 0412470122 N 04/01/31 0 4531841 E22/G01 F 137,950.00 ZZ 360 137,882.14 1 9.500 1,159.96 100 9.250 1,159.96 KANSAS CITY KS 66109 1 03/28/01 23 0412502809 05 05/01/01 0 0412502809 O 04/01/31 0 4531842 E22/G01 F 131,300.00 ZZ 360 131,230.13 1 9.125 1,068.30 103 8.875 1,068.30 REDFORD MI 48240 1 03/28/01 23 0412503948 05 05/01/01 0 0412503948 O 04/01/31 0 4531844 E22/G01 F 259,400.00 ZZ 360 259,265.52 1 1 9.250 2,134.02 103 9.000 2,134.02 BRIGHTON CO 80601 1 03/27/01 23 0412506842 03 05/01/01 0 0412506842 O 04/01/31 0 4531847 E22/G01 F 99,395.00 ZZ 360 99,349.84 1 9.875 863.10 103 9.625 863.10 ARLINGTON TX 76002 1 03/28/01 23 0412510265 05 05/01/01 0 0412510265 O 04/01/31 0 4531848 E22/G01 F 150,000.00 ZZ 360 149,926.22 1 9.500 1,261.28 100 9.250 1,261.28 DESTREHAN LA 70047 1 03/28/01 23 0412510356 05 05/01/01 0 0412510356 O 04/01/31 0 4532423 E86/G01 F 165,850.00 ZZ 360 165,763.12 1 9.200 1,358.40 107 8.950 1,358.40 TUXEDO PARK NY 10987 5 03/12/01 23 0432682730 05 05/01/01 0 0000091486 O 04/01/31 0 4532738 U59/G01 F 60,800.00 ZZ 360 60,767.64 1 9.125 494.69 95 8.875 494.69 GOOSE CREEK SC 29445 1 04/09/01 23 0432731388 05 05/09/01 0 800814792 N 04/09/31 0 4533224 K81/G01 F 221,450.00 ZZ 360 221,381.15 1 11.625 2,214.15 103 11.375 2,214.15 SCOTTSDALE AZ 85258 1 03/30/01 23 0432724458 03 05/01/01 0 1 8001916 O 04/01/31 0 4537834 Q64/G01 F 87,550.00 ZZ 360 87,508.05 1 9.625 744.17 103 9.375 744.17 MONROE GA 30656 1 03/13/01 23 0432739068 05 05/01/01 0 0101720001 O 04/01/31 0 4537896 147/G01 F 233,500.00 ZZ 360 233,500.00 1 11.240 2,266.13 100 10.990 2,266.13 BONAIRE GA 31005 1 04/17/01 23 0432762938 05 06/01/01 0 10417851 O 05/01/31 0 4538154 Q64/G01 F 56,950.00 ZZ 360 56,895.22 1 9.625 484.07 95 9.375 484.07 FOREST PARK GA 30297 1 03/05/01 23 0432690295 05 04/01/01 0 0101687101 N 03/01/31 0 4538610 147/G01 F 146,000.00 ZZ 360 145,924.31 2 9.250 1,201.11 100 9.000 1,201.11 CAPE CORAL FL 33914 1 03/30/01 23 0432744019 05 05/01/01 0 10417231 O 04/01/31 0 4540662 E22/G01 F 132,450.00 ZZ 360 132,381.34 1 9.250 1,089.63 104 9.000 1,089.63 FT. MITCHELL KY 41017 1 03/29/01 23 0412430209 05 05/01/01 0 0412430209 O 04/01/31 0 1 4540666 E22/G01 F 75,900.00 ZZ 360 75,862.67 1 9.500 638.21 107 9.000 638.21 MECHANICSBURG PA 17055 1 03/29/01 23 0412438723 09 05/01/01 0 0412438723 O 04/01/31 0 4540667 E22/G01 F 128,400.00 ZZ 360 128,336.84 1 9.500 1,079.66 107 9.250 1,079.66 FESTUS MO 63028 2 03/23/01 23 0412439044 05 05/01/01 0 0412439044 O 04/01/31 0 4540675 E22/G01 F 109,400.00 ZZ 360 109,356.53 1 10.500 1,000.72 100 10.250 1,000.72 SCOTT LA 70583 1 03/29/01 23 0412456527 05 05/01/01 0 0412456527 O 04/01/31 0 4540693 E22/G01 F 146,000.00 ZZ 360 145,928.18 1 9.500 1,227.65 100 9.000 1,227.65 GRESHAM OR 97030 1 03/21/01 23 0412478265 05 05/01/01 0 0412478265 O 04/01/31 0 4540702 E22/G01 F 105,500.00 ZZ 360 105,348.11 1 9.500 887.10 106 9.250 887.10 OAK PARK MI 48237 1 03/29/01 23 0412490435 05 05/01/01 0 0412490435 O 04/01/31 0 4540704 E22/G01 F 97,335.00 ZZ 360 97,293.07 1 10.125 863.19 103 9.625 863.19 1 MIAMI FL 33126 1 03/29/01 23 0412492084 01 05/01/01 0 0412492084 O 04/01/31 0 4540712 E22/G01 F 190,500.00 ZZ 360 190,384.59 1 8.500 1,464.78 103 8.250 1,464.78 SACRAMENTO CA 95823 1 03/26/01 23 0412498784 05 05/01/01 0 0412498784 O 04/01/31 0 4540916 G75/G01 F 74,900.00 ZZ 360 74,900.00 1 8.750 589.24 107 8.500 589.24 RICHMOND VA 23225 1 04/13/01 23 0432748200 05 06/01/01 0 04317699 O 05/01/31 0 4541871 808/G01 F 104,500.00 ZZ 360 104,500.00 1 9.000 840.84 95 8.750 840.84 FRESNO CA 93722 1 04/02/01 23 0432743268 05 06/01/01 0 1 N 05/01/31 0 4542850 642/G01 F 193,757.00 ZZ 360 193,757.00 1 8.750 1,524.29 100 8.500 1,524.29 SAN DIEGO CA 92114 5 04/23/01 23 0432761328 05 06/01/01 0 03200401 O 05/01/31 0 4544722 T17/G01 F 105,500.00 ZZ 360 105,446.72 1 9.375 877.50 103 9.125 877.50 ANDERSON SC 29621 1 04/02/01 23 0432738680 05 05/01/01 0 01030792 O 04/01/31 0 1 4546968 E82/G01 F 135,000.00 ZZ 360 134,930.01 1 9.250 1,110.61 100 9.000 1,110.61 BELLINGHAM WA 98226 1 03/30/01 23 0400414454 05 05/01/01 0 0400414454 O 04/01/31 0 4548882 808/G01 F 94,950.00 ZZ 360 94,950.00 1 9.250 781.14 95 9.000 781.13 FRESNO CA 93704 1 04/02/01 23 0432765295 05 06/01/01 0 4546639 N 05/01/31 0 4549637 624/G01 F 201,100.00 ZZ 360 201,100.00 1 9.125 1,636.22 107 8.875 1,636.22 LOS BANOS CA 93635 1 04/03/01 23 0432700417 05 06/01/01 0 4110171183F O 05/01/31 0 4550024 N67/G01 F 181,000.00 ZZ 360 180,910.97 1 9.500 1,521.95 100 9.250 1,521.95 MESA AZ 85207 1 03/23/01 23 0432741080 05 05/01/01 0 1780005724 O 04/01/31 0 4550626 T34/G01 F 166,300.00 ZZ 360 166,220.33 1 9.625 1,413.53 100 9.375 1,413.53 FREDERICK MD 21703 1 04/05/01 23 0432768604 09 05/01/01 0 9003126 O 04/01/31 0 4551441 E86/G01 F 131,000.00 ZZ 360 130,803.11 1 1 9.450 1,096.74 100 9.200 1,096.74 VICTORVILLE CA 92394 1 01/29/01 23 0432697753 05 03/01/01 0 0000094127 O 02/01/31 0 4552202 642/G01 F 181,700.00 ZZ 360 181,700.00 1 8.375 1,381.05 106 8.125 1,381.05 LAKESIDE CA 92040 1 04/26/01 23 0432775633 05 06/01/01 0 04163701 O 05/01/31 0 4553059 E45/G01 F 78,850.00 ZZ 360 78,804.67 1 8.753 620.48 95 8.503 620.48 CONYERS GA 30094 1 04/04/01 01 0432746865 05 05/01/01 30 127926 N 04/01/31 0 4553540 N67/G01 F 222,000.00 ZZ 360 221,875.54 1 8.875 1,766.33 107 8.625 1,766.33 HERCULES CA 94547 1 03/15/01 23 0432736320 01 05/01/01 0 1780005050 O 04/01/31 0 4553652 Q01/G01 F 68,000.00 ZZ 360 68,000.00 1 9.500 571.78 100 9.250 571.78 ALBION MI 49224 1 04/09/01 23 0432748234 05 06/01/01 0 64003901 O 05/01/31 0 4554212 642/G01 F 165,400.00 ZZ 360 165,326.83 1 10.000 1,451.50 100 9.750 1,451.50 GIG HARBOR WA 98329 4 03/27/01 23 0432692697 05 05/01/01 0 1 03108501 O 04/01/31 0 4556130 Q64/G01 F 136,000.00 ZZ 360 135,934.84 1 9.625 1,155.99 100 9.375 1,155.99 BRADENTON FL 34207 1 03/19/01 23 0432721074 05 05/01/01 0 0101734101 O 04/01/31 0 4556555 286/G01 F 203,000.00 ZZ 360 202,902.75 1 9.625 1,725.48 100 9.375 1,725.48 TUCSON AZ 85745 1 03/21/01 23 0432701100 05 05/01/01 0 0281872 O 04/01/31 0 4556640 642/G01 F 184,000.00 ZZ 360 183,909.50 1 9.500 1,547.17 107 9.250 1,547.17 WEST VALLEY CIT UT 84128 2 03/16/01 23 0432702934 05 05/01/01 0 02143401 O 04/01/31 0 4557167 K15/G01 F 75,900.00 ZZ 360 75,900.00 1 10.500 694.29 100 10.250 694.29 NIAGARA FALLS NY 14305 5 04/03/01 23 0432704120 05 06/01/01 0 029505302828 O 05/01/31 0 4557511 E45/G01 F 108,500.00 ZZ 360 108,500.00 1 9.000 873.02 103 8.750 873.02 OLDSMAR FL 34677 1 04/06/01 23 0432738805 05 06/01/01 0 109954 O 05/01/31 0 1 4558368 737/G01 F 105,000.00 ZZ 360 105,000.00 1 9.250 863.81 105 9.000 863.81 PUEBLO CO 81004 5 04/16/01 23 0432762177 05 06/01/01 0 2020065 O 05/01/31 0 4560362 E22/G01 F 126,000.00 ZZ 360 125,969.52 1 12.750 1,369.23 100 12.500 1,369.23 PALM BEACH GARD FL 33418 1 03/30/01 23 0412312555 01 05/01/01 0 0412312555 O 04/01/31 0 4560374 E22/G01 F 84,000.00 ZZ 360 83,957.58 1 9.375 698.67 105 9.125 698.67 DETROIT MI 48205 1 03/30/01 23 0412393647 05 05/01/01 0 0412393647 O 04/01/31 0 4560387 E22/G01 F 241,900.00 ZZ 360 241,818.33 1 11.250 2,349.48 103 10.750 2,349.48 UPLAND CA 91786 1 03/21/01 23 0412414237 05 05/01/01 0 0412414237 O 04/01/31 0 4560394 E22/G01 F 269,600.00 ZZ 360 269,436.68 1 8.500 2,072.99 107 8.000 2,072.99 SILVERDALE WA 98383 1 03/26/01 23 0412431256 05 05/01/01 0 0412431256 O 04/01/31 0 4560400 E22/G01 F 156,550.00 ZZ 360 156,499.97 1 11.500 1,550.30 103 11.000 1,550.30 1 SHEPHERDSVILLE KY 40165 1 03/29/01 23 0412435752 05 05/01/01 0 0412435752 O 04/01/31 0 4560402 E22/G01 F 126,950.00 ZZ 360 126,892.32 1 9.875 1,102.37 100 9.375 1,102.37 NORTH LAS VEGAS NV 89030 1 03/28/01 23 0412440273 05 05/01/01 0 0412440273 O 04/01/31 0 4560409 E22/G01 F 29,350.00 ZZ 360 29,338.33 1 10.500 268.48 103 10.250 268.48 CARROLLTON MI 48724 1 03/30/01 23 0412451254 05 05/01/01 0 0412451254 O 04/01/31 0 4560416 E22/G01 F 142,500.00 ZZ 360 142,420.12 1 8.875 1,133.79 100 8.625 1,133.79 WELLINGTON FL 33414 1 03/30/01 23 0412454225 03 05/01/01 0 0412454225 O 04/01/31 0 4560417 E22/G01 F 90,000.00 ZZ 360 89,950.84 1 9.000 724.16 100 8.500 724.16 SAN DIEGO CA 92116 1 03/28/01 23 0412457129 01 05/01/01 0 0412457129 O 04/01/31 0 4560424 E22/G01 F 162,000.00 ZZ 360 161,918.20 1 9.375 1,347.43 100 9.125 1,347.43 SALT LAKE CITY UT 84124 1 03/27/01 23 0412467250 05 05/01/01 0 0412467250 O 04/01/31 0 1 4560427 E22/G01 F 180,250.00 ZZ 360 180,158.97 1 9.375 1,499.23 103 9.125 1,499.23 SAN BERNARDINO CA 92407 1 03/27/01 23 0412468522 05 05/01/01 0 0412468522 O 04/01/31 0 4560430 E22/G01 F 102,800.00 ZZ 360 101,757.02 1 9.500 864.40 103 9.000 864.40 LEBANON IN 46052 1 03/30/01 23 0412469611 05 05/01/01 0 0412469611 O 04/01/31 0 4560440 E22/G01 F 90,843.00 ZZ 360 90,793.38 1 9.000 730.94 107 8.750 730.94 EULESS TX 76039 1 03/30/01 23 0412474587 07 05/01/01 0 0412474587 O 04/01/31 0 4560442 E22/G01 F 43,775.00 ZZ 360 43,757.60 1 10.500 400.43 103 10.250 400.43 LAKE CHARLES LA 70601 1 03/30/01 23 0412477465 05 05/01/01 0 0412477465 O 04/01/31 0 4560447 E22/G01 F 202,710.00 ZZ 360 202,590.32 1 8.625 1,576.66 107 8.125 1,576.66 SHORELINE WA 98155 1 03/16/01 23 0412480170 05 05/01/01 0 0412480170 O 04/01/31 0 4560457 E22/G01 F 148,000.00 ZZ 360 147,418.21 1 1 9.000 1,190.84 105 8.750 1,190.84 OAK HILLS CA 92345 1 03/26/01 23 0412485120 05 05/01/01 0 0412485120 O 04/01/31 0 4560460 E22/G01 F 109,350.00 ZZ 360 109,296.22 1 9.500 919.47 95 9.250 919.47 CHARLOTTE NC 28212 1 03/30/01 23 0412487373 05 05/01/01 0 0412487373 N 04/01/31 0 4560468 E22/G01 F 75,050.00 ZZ 360 75,026.67 1 11.625 750.38 103 11.125 750.38 BAY CITY MI 48706 1 03/30/01 23 0412491268 05 05/01/01 0 0412491268 O 04/01/31 0 4560469 E22/G01 F 126,750.00 ZZ 360 126,673.21 1 8.500 974.60 107 8.000 974.60 RANCHO SANTA MA CA 92688 1 03/27/01 23 0412491474 01 05/01/01 0 0412491474 O 04/01/31 0 4560487 E22/G01 F 116,000.00 ZZ 360 115,944.43 1 9.625 985.99 107 9.375 985.99 INDIANAPOLIS IN 46218 1 03/30/01 23 0412498669 05 05/01/01 0 0412498669 O 04/01/31 0 4560494 E22/G01 F 197,950.00 ZZ 360 197,847.37 1 9.250 1,628.49 107 9.000 1,628.49 ROSEVILLE CA 95661 1 03/28/01 23 0412500217 05 05/01/01 0 1 0412500217 O 04/01/31 0 4560495 E22/G01 F 149,700.00 ZZ 360 149,613.87 1 8.750 1,177.69 107 8.500 1,177.69 PORT ORCHARD WA 98367 1 03/26/01 23 0412500712 05 05/01/01 0 0412500712 O 04/01/31 0 4560507 E22/G01 F 181,700.00 ZZ 360 181,615.23 1 9.750 1,561.08 100 9.500 1,561.08 BATAVIA OH 45103 1 03/30/01 23 0412506479 05 05/01/01 0 0412506479 O 04/01/31 0 4560508 E22/G01 F 188,490.00 ZZ 360 188,384.33 1 8.875 1,499.71 103 8.625 1,499.71 MODESTO CA 95355 1 03/28/01 23 0412506602 05 05/01/01 0 0412506602 O 04/01/31 0 4560509 E22/G01 F 91,100.00 ZZ 360 91,067.51 1 11.000 867.57 103 10.500 867.57 BOCA RATON FL 33433 1 03/30/01 23 0412506941 01 05/01/01 0 0412506941 O 04/01/31 0 4560514 E22/G01 F 97,747.00 ZZ 360 97,702.60 1 9.875 848.78 103 9.375 848.78 SPRING TX 77388 1 03/28/01 23 0412510646 03 05/01/01 0 0412510646 O 04/01/31 0 1 4560517 E22/G01 F 138,000.00 ZZ 360 137,922.63 1 8.875 1,097.99 100 8.625 1,097.99 CLAWSON MI 48017 1 03/30/01 23 0412512808 05 05/01/01 0 0412512808 O 04/01/31 0 4560519 E22/G01 F 75,905.00 ZZ 360 75,856.60 1 8.250 570.25 95 7.750 570.25 MCKINNEY TX 75069 1 03/30/01 23 0412514879 05 05/01/01 0 0412514879 N 04/01/31 0 4560524 E22/G01 F 64,093.00 ZZ 360 64,060.64 1 9.375 533.09 107 9.125 533.09 DALLAS TX 75224 1 03/30/01 23 0412519712 05 05/01/01 0 0412519712 O 04/01/31 0 4560525 E22/G01 F 114,348.00 ZZ 360 114,288.72 1 9.250 940.71 104 9.000 940.71 AUSTIN TX 78758 1 03/30/01 23 0412520199 05 05/01/01 0 0412520199 O 04/01/31 0 4560529 E22/G01 F 169,850.00 ZZ 360 169,770.76 2 9.750 1,459.27 100 9.500 1,459.27 AUSTIN TX 78758 1 03/30/01 23 0412525057 05 05/01/01 0 0412525057 O 04/01/31 0 4560533 E22/G01 F 87,100.00 ZZ 360 87,056.02 1 9.375 724.45 100 8.875 724.45 1 JACKSONVILLE FL 32211 1 03/30/01 23 0412530628 05 05/01/01 0 0412530628 O 04/01/31 0 4560921 U59/G01 F 225,000.00 ZZ 360 224,886.45 1 9.378 1,871.93 100 9.128 1,871.93 SUMMERLAND KEY FL 33042 1 04/09/01 23 0432741684 05 05/09/01 0 800809044 O 04/09/31 0 4561008 E45/G01 F 80,250.00 ZZ 360 80,250.00 1 9.000 645.71 107 8.750 645.71 ORLANDO FL 32822 1 04/20/01 23 0432762680 09 06/01/01 0 132155 O 05/01/31 0 4561034 N67/G01 F 162,600.00 ZZ 360 162,528.07 1 10.000 1,426.93 101 9.750 1,426.93 CHANDLER AZ 85226 1 03/21/01 23 0432704955 03 05/01/01 0 1780005602 O 04/01/31 0 4561300 K15/G01 F 104,300.00 ZZ 360 104,300.00 1 9.500 877.01 102 9.250 877.01 DETROIT MI 48219 5 04/05/01 23 0432710283 05 06/01/01 0 035805302575 O 05/01/31 0 4562907 T27/G01 F 100,000.00 ZZ 360 100,000.00 1 8.750 786.70 107 8.500 786.70 CHERRYLOG GA 30522 1 04/03/01 23 0432747707 05 06/01/01 0 9215010003746 O 05/01/31 0 1 4563865 940/G01 F 256,950.00 ZZ 360 256,950.00 1 9.125 2,090.63 100 8.875 2,090.63 UPLAND CA 91784 1 04/05/01 23 0432711638 05 06/01/01 0 CP5413 O 05/01/31 0 4564275 B57/G01 F 154,500.00 ZZ 360 154,500.00 1 9.625 1,313.23 103 9.375 1,313.23 GILBERT AZ 85233 1 04/04/01 23 0432743359 05 06/01/01 0 21A0136 O 05/01/31 0 4564329 A11/G01 F 143,221.00 ZZ 360 143,100.36 1 10.250 1,283.41 103 10.000 1,283.41 JERSEY CITY NJ 07305 1 03/19/01 23 0432725349 01 04/19/01 0 4611433716 O 03/19/31 0 4565781 147/G01 F 101,000.00 ZZ 360 101,000.00 1 9.500 849.27 107 9.250 849.26 FRANKFORT KY 40601 1 04/09/01 23 0432745859 05 06/01/01 0 10413659 O 05/01/31 0 4566034 U59/G01 F 235,400.00 ZZ 360 235,290.18 1 9.750 2,022.45 107 9.500 2,022.45 BURTONSVILLE MD 20866 5 04/12/01 23 0432746113 09 05/17/01 0 800796567 O 04/17/31 0 4566251 G75/G01 F 212,100.00 ZZ 360 212,100.00 1 1 8.875 1,687.57 105 8.625 1,687.57 LAUREL MD 20723 1 04/13/01 23 0432748184 05 06/01/01 0 04325583 O 05/01/31 0 4566929 E45/G01 F 152,000.00 ZZ 360 152,000.00 1 8.875 1,209.38 100 8.625 1,209.38 LAWRENCEVILLE GA 30044 2 04/06/01 23 0432746089 05 06/01/01 0 121049 O 05/01/31 0 4568131 E22/G01 F 83,400.00 ZZ 360 83,367.74 1 10.625 770.70 103 10.375 770.70 REIDSVILLE NC 27320 9 03/28/01 23 0412429706 05 05/01/01 0 0412429706 O 04/01/31 0 4568167 E22/G01 F 58,900.00 ZZ 360 58,868.66 1 9.125 479.23 100 8.875 479.23 MARGATE FL 33063 1 04/02/01 23 0412482242 01 05/01/01 0 0412482242 O 04/01/31 0 4568186 E22/G01 F 120,700.00 ZZ 360 120,640.63 1 9.500 1,014.91 100 9.250 1,014.91 SUMMERVILLE SC 29485 1 04/02/01 23 0412493827 05 05/01/01 0 0412493827 O 04/01/31 0 4568188 E22/G01 F 125,150.00 ZZ 360 125,090.05 1 9.625 1,063.76 107 9.375 1,063.76 DULUTH MN 55811 9 03/28/01 23 0412495194 05 05/01/01 0 1 0412495194 O 04/01/31 0 4568190 E22/G01 F 67,500.00 ZZ 360 67,460.15 2 8.625 525.01 100 8.125 525.01 GALVESTON TX 77550 1 04/02/01 23 0412496416 05 05/01/01 0 0412496416 O 04/01/31 0 4568193 E22/G01 F 112,270.00 ZZ 360 112,214.77 1 9.500 944.03 103 9.000 944.03 FOUNTAIN CO 80817 1 04/02/01 23 0412502692 05 05/01/01 0 0412502692 O 04/01/31 0 4568194 E22/G01 F 51,397.00 ZZ 360 51,376.57 1 10.500 470.15 103 10.250 470.15 KENNEWICK WA 99336 1 03/23/01 23 0412503427 05 05/01/01 0 0412503427 O 04/01/31 0 4568202 E22/G01 F 139,000.00 ZZ 360 138,956.78 2 11.625 1,389.78 100 11.125 1,389.78 NASHUA NH 03060 1 04/02/01 23 0412515215 05 05/01/01 0 0412515215 O 04/01/31 0 4568545 U62/G01 F 108,250.00 ZZ 360 108,180.97 1 8.250 813.25 104 8.000 813.25 CHESAPEAKE VA 23321 9 03/23/01 23 0432758951 05 05/01/01 0 2001235361 O 04/01/31 0 1 4568810 253/G01 F 177,880.00 ZZ 360 177,766.57 1 8.250 1,336.36 100 8.000 1,336.36 FORT WORTH TX 76135 1 03/22/01 23 0432698587 05 05/01/01 0 964165 O 04/01/31 0 4571243 685/G01 F 137,000.00 ZZ 360 137,000.00 1 8.875 1,090.03 100 8.625 1,090.03 SANTA ANA CA 92704 1 04/16/01 23 0432756203 01 06/01/01 0 603061 O 05/01/31 0 4571325 147/G01 F 247,200.00 ZZ 360 247,200.00 1 9.990 2,167.54 103 9.740 2,167.54 EL CAJON CA 92020 5 04/06/01 23 0432763027 05 06/01/01 0 10417621 O 05/01/31 0 4572026 Q78/G01 F 140,000.00 ZZ 360 139,936.39 1 9.875 1,215.69 107 9.625 1,215.69 SPRINGFIELD MO 65810 1 03/12/01 23 0432706687 05 05/01/01 0 681639 O 04/01/31 0 4573025 Q78/G01 F 109,140.00 ZZ 360 109,090.41 1 9.875 947.72 107 9.625 947.72 LANSING MI 48906 9 03/22/01 23 0432755379 05 05/01/01 0 683362 O 04/01/31 0 4574009 642/G01 F 154,500.00 ZZ 360 154,429.81 1 9.875 1,341.60 103 9.625 1,341.60 1 DODGE CITY KS 67801 2 03/26/01 23 0432755585 05 05/01/01 0 02169501 O 04/01/31 0 4574147 642/G01 F 98,215.00 ZZ 360 98,169.18 1 9.750 843.82 103 9.500 843.82 COLUMBIA SC 29223 1 03/26/01 23 0432708402 05 05/01/01 0 02174501 O 04/01/31 0 4575666 147/G01 F 123,710.00 ZZ 360 123,710.00 1 9.375 1,028.96 100 9.125 1,028.96 LAKEWOOD CO 80214 1 04/16/01 23 0432744621 05 06/01/01 0 10418624 O 05/01/31 0 4576411 E22/G01 F 225,000.00 ZZ 360 224,889.33 1 9.500 1,891.92 100 9.250 1,891.92 SCOTTSDALE AZ 85254 1 03/07/01 23 0412416802 05 05/01/01 0 0412416802 O 04/01/31 0 4576416 E22/G01 F 161,600.00 ZZ 360 161,507.02 1 8.750 1,271.31 103 8.250 1,271.31 PASO ROBLES CA 93446 1 03/28/01 23 0412441909 03 05/01/01 0 0412441909 O 04/01/31 0 4576434 E22/G01 F 117,500.00 ZZ 360 117,437.47 2 9.125 956.02 100 8.875 956.02 ROSEBURG OR 97470 1 03/27/01 23 0412480469 05 05/01/01 0 0412480469 O 04/01/31 0 1 4576438 E22/G01 F 152,300.00 ZZ 360 152,253.94 1 11.750 1,537.33 103 11.500 1,537.33 LAS VEGAS NV 89123 1 03/30/01 23 0412486409 03 05/01/01 0 0412486409 O 04/01/31 0 4576449 E22/G01 F 39,100.00 ZZ 360 39,084.47 1 10.500 357.66 103 10.250 357.66 CROMWELL IN 46732 1 04/03/01 23 0412499782 05 05/01/01 0 0412499782 O 04/01/31 0 4576460 E22/G01 F 107,000.00 ZZ 360 107,000.00 1 9.500 899.71 100 9.250 899.71 HOPKINS MN 55343 1 04/03/01 23 0412505869 03 06/01/01 0 0412505869 O 05/01/31 0 4578551 U59/G01 F 112,270.00 ZZ 360 112,218.99 1 9.875 974.90 103 9.625 974.90 WASHINGTON DC 20032 5 04/09/01 23 0432741643 09 05/13/01 0 800797652 O 04/13/31 0 4578718 T17/G01 F 133,646.00 ZZ 360 133,586.88 1 10.000 1,172.84 107 9.750 1,172.84 GREENSBORO NC 27409 5 04/09/01 23 0432722791 05 05/08/01 0 01030480 O 04/08/31 0 4582121 642/G01 F 75,700.00 ZZ 360 75,665.61 1 1 9.875 657.34 103 9.625 657.34 MIAMI FL 33176 5 03/28/01 23 0432703023 01 05/01/01 0 02184301 O 04/01/31 0 4582147 B57/G01 F 181,500.00 ZZ 360 181,500.00 1 10.750 1,694.27 103 10.500 1,694.27 SCOTTSDALE AZ 85254 1 04/24/01 23 0432780179 05 06/01/01 0 21A0190 O 05/01/31 0 4584011 E22/G01 F 176,100.00 ZZ 360 176,006.28 1 9.125 1,432.81 103 8.625 1,432.81 BEAVERTON OR 97006 1 03/30/01 23 0412484750 05 05/01/01 0 0412484750 O 04/01/31 0 4584027 E22/G01 F 64,200.00 ZZ 360 64,165.84 1 9.125 522.35 107 8.875 522.35 MONITER WA 98836 1 03/27/01 23 0412495426 05 05/01/01 0 0412495426 O 04/01/31 0 4584032 E22/G01 F 238,950.00 ZZ 360 238,950.00 1 9.500 2,009.22 100 9.250 2,009.22 SAN DIEGO CA 92122 1 03/29/01 23 0412500274 01 06/01/01 0 0412500274 O 05/01/31 0 4584694 Q64/G01 F 151,300.00 ZZ 360 151,210.67 1 8.625 1,176.80 100 8.375 1,176.80 JENSEN BEACH FL 34957 1 03/30/01 23 0432733608 03 05/01/01 0 1 0101772200 O 04/01/31 0 4584939 Q64/G01 F 63,650.00 ZZ 360 63,619.51 1 9.625 541.02 95 9.375 541.02 LITHONIA GA 30058 1 03/30/01 23 0432741882 05 05/01/01 0 0101642700 N 04/01/31 0 4585582 K81/G01 F 227,900.00 ZZ 360 227,900.00 1 10.875 2,148.85 100 10.625 2,148.85 FORT MYERS FL 33912 1 04/20/01 23 0432762607 03 06/01/01 0 2004923 O 05/01/31 0 4586710 642/G01 F 150,380.00 ZZ 360 150,320.25 1 10.500 1,375.58 103 10.250 1,375.58 KNOXVILLE TN 37923 9 03/29/01 23 0432714277 05 05/01/01 0 03119101 O 04/01/31 0 4586897 N67/G01 F 141,900.00 ZZ 360 141,832.03 1 9.625 1,206.13 100 9.375 1,206.13 LAS VEGAS NV 89123 1 03/02/01 23 0432741023 09 05/01/01 0 001543 O 04/01/31 0 4587092 808/G01 F 242,055.00 ZZ 360 242,055.00 1 8.750 1,904.25 99 8.500 1,904.25 THOUSAND OAKS CA 91362 1 04/10/01 23 0432739381 01 06/01/01 0 9502615 O 05/01/31 0 1 4587547 642/G01 F 177,000.00 ZZ 360 176,910.61 1 9.375 1,472.20 102 9.125 1,472.20 COARSEGOLD CA 93614 5 03/30/01 23 0432698769 05 05/01/01 0 02109601 O 04/01/31 0 4588082 P57/G01 F 85,000.00 ZZ 360 84,968.00 1 10.750 793.46 100 10.500 793.46 MAPLE HEIGHTS OH 44137 1 04/12/01 23 0432778306 05 05/12/01 0 9809986 O 04/12/31 0 4590407 K15/G01 F 74,900.00 ZZ 360 74,900.00 1 10.375 678.15 100 10.125 678.15 GALLATIN MO 64640 5 04/11/01 23 0432738425 05 06/01/01 0 027505305480 O 05/01/31 0 4591586 E22/G01 F 191,500.00 ZZ 360 191,437.09 1 11.375 1,878.17 99 10.875 1,878.17 SOUTHGATE MI 48195 1 03/08/01 23 0412444960 05 05/01/01 0 0412444960 O 04/01/31 0 4591587 E22/G01 F 81,950.00 ZZ 360 81,909.69 1 9.500 689.08 100 9.250 689.08 LITTLE RIVER SC 29566 1 04/05/01 23 0412447351 05 05/01/01 0 0412447351 O 04/01/31 0 4591588 E22/G01 F 249,500.00 ZZ 360 249,374.01 1 9.375 2,075.21 100 9.125 2,075.21 1 COOL CA 95614 1 03/30/01 23 0412450348 03 05/01/01 0 0412450348 O 04/01/31 0 4591595 E22/G01 F 149,300.00 ZZ 360 149,300.00 1 9.375 1,241.80 107 8.875 1,241.80 SACRAMENTO CA 95828 1 03/29/01 23 0412475923 05 06/01/01 0 0412475923 O 05/01/31 0 4591596 E22/G01 F 243,650.00 ZZ 360 243,476.89 1 8.250 1,830.46 106 7.750 1,830.46 ARLINGTON WA 98223 1 03/29/01 23 0412477770 05 05/01/01 0 0412477770 O 04/01/31 0 4591611 E22/G01 F 67,450.00 ZZ 360 67,450.00 2 9.500 567.16 95 9.250 567.16 MARTINSBURG WV 25401 1 04/05/01 23 0412497174 05 06/01/01 0 0412497174 N 05/01/31 0 4591619 E22/G01 F 84,450.00 ZZ 360 84,450.00 2 9.500 710.10 95 9.250 710.10 WESTLAND MI 48185 1 04/05/01 23 0412509762 05 06/01/01 0 0412509762 N 05/01/31 0 4591621 E22/G01 F 146,757.00 ZZ 360 144,569.11 1 9.250 1,207.33 106 9.000 1,207.33 CITRUS HEIGHTS CA 95610 1 04/03/01 23 0412511743 05 05/01/01 0 0412511743 O 04/01/31 0 1 4591625 E22/G01 F 109,300.00 ZZ 360 109,246.24 1 9.500 919.05 96 9.250 919.05 LAWNSIDE NJ 08045 1 04/05/01 23 0412519993 05 05/01/01 0 0412519993 O 04/01/31 0 4591626 E22/G01 F 146,000.00 ZZ 360 145,926.28 1 9.375 1,214.35 100 9.125 1,214.35 EAGLE MOUNTAIN UT 84043 1 03/30/01 23 0412521874 03 05/01/01 0 0412521874 O 04/01/31 0 4591634 E22/G01 F 61,050.00 ZZ 360 61,016.03 1 9.500 513.34 100 9.250 513.34 KATY TX 77449 1 04/04/01 23 0412542375 03 05/01/01 0 0412542375 O 04/01/31 0 4591851 Q64/G01 F 56,500.00 ZZ 360 56,472.29 1 9.500 475.09 100 9.250 475.09 BOCA RATON FL 33427 1 03/28/01 23 0432721561 01 05/01/01 0 0101722502 O 04/01/31 0 4597696 K83/G01 F 175,800.00 ZZ 360 175,717.99 1 9.750 1,510.39 100 9.500 1,510.39 LAWRENCEVILLE GA 30044 5 03/27/01 23 0432693570 05 05/01/01 0 23189954 O 04/01/31 0 4598066 Q78/G01 F 95,230.00 ZZ 360 95,230.00 1 1 8.990 765.56 107 8.740 765.56 CLARKSVILLE TN 37043 2 03/30/01 23 0432697548 05 06/01/01 0 683778 O 05/01/31 0 4599366 B57/G01 F 260,000.00 ZZ 360 260,000.00 1 9.375 2,162.55 100 9.125 2,162.55 (WEST HILLS ARE CA 91307 1 04/17/01 23 0432761435 05 06/01/01 0 2112936 O 05/01/31 0 4599867 E22/G01 F 214,000.00 ZZ 360 213,900.16 1 9.750 1,838.59 107 9.250 1,838.59 SACRAMENTO CA 95825 5 03/23/01 23 0412472714 05 05/01/01 0 0412472714 O 04/01/31 0 4599872 E22/G01 F 89,600.00 ZZ 360 89,600.00 1 10.625 827.99 99 10.375 827.99 BEREA KY 40403 1 04/06/01 23 0412484032 05 06/01/01 0 0412484032 O 05/01/31 0 4599876 E22/G01 F 137,750.00 ZZ 360 137,750.00 2 9.500 1,158.28 95 9.000 1,158.28 MEMPHIS TN 38104 1 04/06/01 23 0412486151 05 06/01/01 0 0412486151 N 05/01/31 0 4599892 E22/G01 F 226,950.00 ZZ 360 226,950.00 1 8.750 1,785.42 104 8.500 1,785.42 FULLERTON CA 92833 1 04/03/01 23 0412500902 05 06/01/01 0 1 0412500902 O 05/01/31 0 4599894 E22/G01 F 115,000.00 ZZ 360 115,000.00 1 10.500 1,051.95 100 10.250 1,051.95 SEYMOUR TN 37865 1 04/06/01 23 0412501744 05 06/01/01 0 0412501744 O 05/01/31 0 4599896 E22/G01 F 126,100.00 ZZ 360 126,100.00 1 9.500 1,060.32 95 9.250 1,060.32 HENDERSON NV 89015 1 03/30/01 23 0412503054 03 06/01/01 0 0412503054 N 05/01/31 0 4599902 E22/G01 F 124,150.00 ZZ 360 124,150.00 1 9.500 1,043.92 95 9.250 1,043.92 HENDERSON NV 89015 1 03/30/01 23 0412505505 03 06/01/01 0 0412505505 N 05/01/31 0 4599906 E22/G01 F 74,900.00 ZZ 360 74,860.14 1 9.125 609.41 100 8.625 609.41 RIVIERA BEACH FL 33404 1 04/06/01 23 0412507824 01 05/01/01 0 0412507824 O 04/01/31 0 4599909 E22/G01 F 234,000.00 ZZ 360 233,878.69 1 9.250 1,925.06 100 9.000 1,925.06 MOUNT PLEASANT SC 29464 1 04/04/01 23 0412510273 05 05/01/01 0 0412510273 O 04/01/31 0 1 4599914 E22/G01 F 90,900.00 ZZ 360 90,900.00 1 9.625 772.64 107 9.125 772.64 BASTROP TX 78602 1 04/05/01 23 0412513905 05 06/01/01 0 0412513905 O 05/01/31 0 4599929 E22/G01 F 109,250.00 ZZ 360 109,187.14 1 8.750 859.47 95 8.500 859.47 HOUSTON TX 77019 1 04/04/01 23 0412521270 01 05/01/01 0 0412521270 N 04/01/31 0 4599939 E22/G01 F 82,500.00 ZZ 360 82,500.00 1 9.500 693.70 100 9.000 693.70 ROME GA 30165 1 04/06/01 23 0412530370 05 06/01/01 0 0412530370 O 05/01/31 0 4599940 E22/G01 F 123,050.00 ZZ 360 122,981.02 1 8.875 979.04 107 8.375 979.04 PENSACOLA FL 32501 1 04/06/01 23 0412532798 05 05/01/01 0 0412532798 O 04/01/31 0 4599942 E22/G01 F 75,000.00 ZZ 360 75,000.00 1 9.500 630.64 100 9.250 630.64 CHALMETTE LA 70043 1 04/06/01 23 0412537748 05 06/01/01 0 0412537748 O 05/01/31 0 4599944 E22/G01 F 71,000.00 ZZ 360 70,960.19 1 8.875 564.91 100 8.375 564.91 1 NAPLES FL 34105 1 04/06/01 23 0412544561 01 05/01/01 0 0412544561 O 04/01/31 0 4600439 G75/G01 F 157,800.00 ZZ 360 157,711.53 1 8.875 1,255.53 106 8.625 1,255.53 NEW CUMBERLAND PA 17070 1 03/30/01 23 0432749489 05 05/01/01 0 04278986 O 04/01/31 0 4602249 Q78/G01 F 139,100.00 ZZ 360 139,100.00 1 9.875 1,207.88 107 9.625 1,207.88 GIG HARBOR WA 98329 5 03/28/01 23 0432707479 05 06/01/01 0 681781 O 05/01/31 0 4602918 U28/G01 F 105,590.00 ZZ 360 105,590.00 1 9.250 868.66 106 9.000 868.66 CHATTANOOGA TN 37412 1 04/11/01 23 0432755924 05 06/01/01 0 010201 O 05/01/31 0 4605626 642/G01 F 200,000.00 ZZ 360 199,911.53 1 10.000 1,755.14 103 9.750 1,755.14 GALLATIN TN 37066 5 03/31/01 23 0432704054 05 05/01/01 0 03131601 O 04/01/31 0 4607689 E22/G01 F 82,900.00 ZZ 360 82,900.00 1 9.750 712.24 100 9.250 712.24 DERRY NH 03038 1 04/09/01 23 0412481848 01 06/01/01 0 0412481848 O 05/01/31 0 1 4607693 E22/G01 F 140,000.00 ZZ 360 140,000.00 1 9.125 1,139.09 100 8.625 1,139.09 PORTLAND OR 97236 1 04/03/01 23 0412489304 05 06/01/01 0 0412489304 O 05/01/31 0 4607708 E22/G01 F 79,700.00 ZZ 360 79,603.00 1 9.375 662.90 107 9.125 662.90 STONINGTON CT 06379 1 04/09/01 23 0412501603 05 05/01/01 0 0412501603 O 04/01/31 0 4607873 E87/G01 F 195,275.00 ZZ 360 195,178.95 1 9.500 1,641.98 107 9.250 1,641.98 BOWIE MD 20715 2 03/30/01 23 0432753192 05 05/01/01 0 01030118 O 04/01/31 0 4609983 147/G01 F 138,947.00 ZZ 360 138,947.00 1 9.375 1,155.70 100 9.125 1,155.70 WYANDOTTE MI 48192 1 04/12/01 23 0432755528 05 06/01/01 0 10417336 O 05/01/31 0 4612596 K15/G01 F 74,900.00 ZZ 360 74,900.00 1 10.375 678.15 100 10.125 678.15 BATTLE CREEK MI 49015 5 04/16/01 23 0432739860 05 06/01/01 0 035905303160 O 05/01/31 0 4615507 E22/G01 F 139,050.00 ZZ 360 139,050.00 1 1 10.250 1,246.03 103 10.000 1,246.03 TACOMA WA 98408 2 03/29/01 23 0412461121 05 06/01/01 0 0412461121 O 05/01/31 0 4615516 E22/G01 F 228,000.00 ZZ 360 228,000.00 1 9.500 1,917.15 95 9.250 1,917.15 NILES MI 49120 5 04/10/01 23 0412485328 05 06/01/01 0 0412485328 N 05/01/31 0 4615522 E22/G01 F 175,100.00 ZZ 360 175,100.00 1 10.000 1,536.63 103 9.500 1,536.63 MANTECA CA 95337 1 04/03/01 23 0412495939 05 06/01/01 0 0412495939 O 05/01/31 0 4615524 E22/G01 F 214,900.00 ZZ 360 214,900.00 1 11.000 2,046.54 100 10.750 2,046.54 ALLEN TX 75013 1 04/10/01 23 0412499493 03 06/01/01 0 0412499493 O 05/01/31 0 4615527 E22/G01 F 257,200.00 ZZ 360 257,200.00 1 9.125 2,092.66 105 8.625 2,092.66 HERCULES CA 94547 1 04/04/01 23 0412504888 09 06/01/01 0 0412504888 O 05/01/31 0 4615529 E22/G01 F 165,000.00 ZZ 360 165,000.00 1 8.250 1,239.59 100 7.750 1,239.59 MIAMI FL 33175 9 04/05/01 23 0412509440 05 06/01/01 0 1 0412509440 O 05/01/31 0 4615544 E22/G01 F 100,400.00 ZZ 360 100,400.00 1 8.500 771.99 106 8.000 771.99 THE COLONY TX 75056 1 04/10/01 23 0412533044 05 06/01/01 0 0412533044 O 05/01/31 0 4616394 U05/G01 F 82,400.00 ZZ 360 82,400.00 1 10.000 723.12 103 9.750 723.12 FAIRVIEW HEIGHT IL 62208 1 04/20/01 23 0432766269 05 06/01/01 0 3110145 O 05/01/31 0 4616866 642/G01 F 235,000.00 ZZ 360 235,000.00 1 9.625 1,997.48 100 9.375 1,997.48 OMAHA NE 68114 1 04/17/01 23 0432749679 05 06/01/01 0 03205401 O 05/01/31 0 4618600 N67/G01 F 118,000.00 ZZ 360 117,940.42 1 9.375 981.46 100 9.125 981.46 MORENO VALLEY CA 92557 1 03/26/01 23 0432738789 05 05/01/01 0 1380001635 O 04/01/31 0 4619133 K15/G01 F 105,900.00 ZZ 360 105,900.00 1 9.500 890.46 107 9.250 890.46 PETERBOROUGH NH 03458 5 04/14/01 23 0432739548 01 06/01/01 0 033105304624 O 05/01/31 0 1 4621257 E22/G01 F 207,950.00 ZZ 360 207,950.00 1 9.375 1,729.62 100 9.125 1,729.62 GRESHAM OR 97080 1 04/05/01 23 0412399750 05 06/01/01 0 0412399750 O 05/01/31 0 4621263 E22/G01 F 95,000.00 ZZ 360 95,000.00 2 9.625 807.49 100 9.375 807.49 HACKENSACK NJ 07601 1 04/11/01 23 0412437485 05 06/01/01 0 0412437485 O 05/01/31 0 4621277 E22/G01 F 114,450.00 ZZ 360 114,450.00 1 9.000 920.89 107 8.500 920.89 OMAHA NE 68164 2 04/06/01 23 0412483497 05 06/01/01 0 0412483497 O 05/01/31 0 4621301 E22/G01 F 40,000.00 ZZ 360 40,000.00 1 10.000 351.03 100 9.750 351.03 ANNISTON AL 36206 1 04/11/01 23 0412512683 05 06/01/01 0 0412512683 O 05/01/31 0 4621313 E22/G01 F 125,000.00 ZZ 360 125,000.00 1 9.500 1,051.07 100 9.000 1,051.07 LANCASTER CA 93535 1 04/05/01 23 0412527376 05 06/01/01 0 0412527376 O 05/01/31 0 4621324 E22/G01 F 235,000.00 ZZ 360 235,000.00 1 9.500 1,976.01 100 9.250 1,976.01 1 STANWOOD WA 98292 1 04/09/01 23 0412538753 05 06/01/01 0 0412538753 O 05/01/31 0 4621326 E22/G01 F 101,350.00 ZZ 360 101,350.00 1 9.875 880.07 100 9.625 880.07 DURHAM NC 27704 1 04/11/01 23 0412540817 05 06/01/01 0 0412540817 O 05/01/31 0 4621327 E22/G01 F 221,500.00 ZZ 360 221,500.00 1 9.250 1,822.23 100 9.000 1,822.23 HIGHLANDS RANCH CO 80129 1 04/11/01 23 0412542144 03 06/01/01 0 0412542144 O 05/01/31 0 4621328 E22/G01 F 225,800.00 ZZ 360 225,800.00 1 8.500 1,736.21 104 8.000 1,736.21 SNOHOMISH WA 98296 1 04/06/01 23 0412543035 05 06/01/01 0 0412543035 O 05/01/31 0 4621858 Q78/G01 F 106,400.00 ZZ 360 106,400.00 1 9.375 884.99 107 9.125 884.99 INDEPENDENCE MO 64052 5 04/04/01 23 0432746980 05 06/01/01 0 684294 O 05/01/31 0 4622693 A11/G01 F 184,885.00 ZZ 360 184,697.53 1 9.375 1,537.78 103 9.125 1,537.78 SANTA ROSA CA 95403 1 03/28/01 23 0432735835 09 04/28/01 0 4631449659 O 03/28/31 0 1 4623162 642/G01 F 203,100.00 ZZ 360 202,989.06 1 9.000 1,634.19 107 8.750 1,634.19 ESCONDIDO CA 92026 1 03/30/01 23 0432741726 05 05/01/01 0 02103001 O 04/01/31 0 4624617 642/G01 F 180,250.00 ZZ 360 180,250.00 1 10.375 1,632.00 103 10.125 1,632.00 WASHINGTON DC 20002 1 04/10/01 23 0432726834 05 06/01/01 0 03154101 O 05/01/31 0 4626049 U59/G01 F 220,000.00 ZZ 360 219,888.90 2 9.375 1,829.85 100 9.125 1,829.85 PEEKSKILL NY 10566 1 04/21/01 23 0432762748 05 05/23/01 0 800830381 O 04/23/31 0 4627766 E22/G01 F 115,950.00 ZZ 360 115,950.00 1 9.500 974.97 100 9.000 974.97 NORTH PALM BEAC FL 33408 1 04/12/01 23 0412520747 05 06/01/01 0 0412420747 O 05/01/31 0 4627770 E22/G01 F 105,050.00 ZZ 360 105,023.12 1 12.500 1,121.15 103 12.000 1,121.15 TUCSON AZ 85746 1 03/21/01 23 0412484446 05 05/01/01 0 0412484446 O 04/01/31 0 4627791 E22/G01 F 57,000.00 ZZ 360 57,000.00 1 1 9.500 479.29 95 9.250 479.29 KANSAS CITY KS 66103 1 04/12/01 23 0412519860 05 06/01/01 0 0412519860 N 05/01/31 0 4627795 E22/G01 F 214,000.00 ZZ 360 214,000.00 1 9.125 1,741.17 107 8.875 1,741.17 SANTA ROSA CA 95403 1 04/05/01 23 0412523102 09 06/01/01 0 0412523102 O 05/01/31 0 4627796 E22/G01 F 205,897.00 ZZ 360 205,897.00 1 10.375 1,864.21 103 10.125 1,864.21 LITTLETON CO 80130 1 04/12/01 23 0412523292 03 06/01/01 0 0412523292 O 05/01/31 0 4627801 E22/G01 F 76,500.00 ZZ 360 76,500.00 1 9.500 643.25 107 9.250 643.25 GERING NE 69341 1 04/12/01 23 0412533424 05 06/01/01 0 0412533424 O 05/01/31 0 4627807 E22/G01 F 78,500.00 ZZ 360 78,500.00 1 9.250 645.80 100 9.000 645.80 ROSEVILLE MI 48066 1 04/12/01 23 0412541971 05 06/01/01 0 0412541971 O 05/01/31 0 4627813 E22/G01 F 237,700.00 ZZ 360 237,700.00 1 9.500 1,998.71 100 9.250 1,998.71 METAIRIE LA 70002 1 04/12/01 23 0412546483 05 06/01/01 0 1 0412546483 O 05/01/31 0 4628110 E82/G01 F 130,000.00 ZZ 360 130,000.00 1 9.375 1,081.27 100 9.125 1,081.27 PLEASANT GROVE CA 95668 1 04/06/01 23 0400407979 05 06/01/01 0 0400407979 O 05/01/31 0 4632802 950/G01 F 161,800.00 ZZ 360 161,800.00 1 8.500 1,244.10 106 8.250 1,244.10 PUYALLUP WA 98373 1 04/17/01 23 0432771681 03 06/01/01 0 N5103039 O 05/01/31 0 4638261 E22/G01 F 145,500.00 ZZ 360 145,500.00 1 9.500 1,223.44 99 9.000 1,223.44 WILMINGTON DE 19808 9 04/09/01 23 0412401895 05 06/01/01 0 0412401895 O 05/01/31 0 4638263 E22/G01 F 72,400.00 ZZ 360 72,400.00 1 9.375 602.19 100 9.125 602.19 KANSAS CITY MO 64118 5 04/09/01 23 0412416299 05 06/01/01 0 0412416299 O 05/01/31 0 4638270 E22/G01 F 92,700.00 ZZ 360 92,700.00 1 10.375 839.31 103 10.125 839.31 GIG HARBOR WA 98329 1 04/06/01 23 0412462442 05 06/01/01 0 0412462442 O 05/01/31 0 1 4638273 E22/G01 F 103,200.00 ZZ 360 103,200.00 1 8.875 821.11 104 8.375 821.11 OAKLAND PARK FL 33309 1 04/13/01 23 0412482465 05 06/01/01 0 0412482465 O 05/01/31 0 4638287 E22/G01 F 170,000.00 ZZ 360 170,000.00 1 9.250 1,398.55 100 8.750 1,398.55 MARGATE FL 33063 1 04/13/01 23 0412506149 03 06/01/01 0 0412506149 O 05/01/31 0 4638288 E22/G01 F 140,550.00 ZZ 360 140,550.00 1 10.125 1,246.43 103 9.875 1,246.43 LOMBARD IL 60148 1 04/13/01 23 0412508418 05 06/01/01 0 0412508418 O 05/01/31 0 4638290 E22/G01 F 77,000.00 ZZ 360 77,000.00 1 9.625 654.49 107 9.375 654.49 BELTON MO 64012 1 04/13/01 23 0412509986 09 06/01/01 0 0412509986 O 05/01/31 0 4638294 E22/G01 F 163,200.00 ZZ 360 163,200.00 1 9.250 1,342.61 107 9.000 1,342.61 CARSON CITY NV 89703 1 04/11/01 23 0412511602 05 06/01/01 0 0412511602 O 05/01/31 0 4638317 E22/G01 F 102,720.00 ZZ 360 102,720.00 1 8.625 798.95 107 8.375 798.95 1 HOUSTON TX 77089 1 04/13/01 23 0412544520 03 06/01/01 0 0412544520 O 05/01/31 0 4642586 N67/G01 F 150,350.00 ZZ 360 150,301.95 1 11.500 1,488.90 103 11.250 1,488.90 CHANDLER AZ 85226 1 03/16/01 23 0432760858 05 05/01/01 0 1780005771 O 04/01/31 0 4644962 286/G01 F 80,473.00 T 360 80,434.44 1 9.625 684.02 107 9.375 684.02 SILOAM SPRINGS AR 72761 1 03/29/01 23 0432726958 05 05/01/01 0 0000270636 O 04/01/31 0 4647005 E22/G01 F 119,100.00 ZZ 360 119,100.00 1 9.500 1,001.46 99 9.250 1,001.46 SARASOTA FL 34231 9 04/10/01 23 0412456204 05 06/01/01 0 0412456204 O 05/01/31 0 4647019 E22/G01 F 118,300.00 ZZ 360 118,300.00 1 9.875 1,027.26 103 9.625 1,027.26 PIGEON FORGE TN 37863 1 04/16/01 23 0412478224 05 06/01/01 0 0412478224 O 05/01/31 0 4647026 E22/G01 F 97,200.00 ZZ 360 97,200.00 2 9.500 817.31 107 9.250 817.31 BAY CITY MI 48708 1 04/16/01 23 0412487589 05 06/01/01 0 0412487589 O 05/01/31 0 1 4647032 E22/G01 F 254,250.00 ZZ 360 254,250.00 1 10.125 2,254.75 100 9.875 2,254.75 ANTIOCH CA 94509 1 04/11/01 23 0412497265 05 06/01/01 0 0412497265 O 05/01/31 0 4647046 E22/G01 F 130,500.00 ZZ 360 130,500.00 2 8.750 1,026.64 106 8.500 1,026.64 WEST PALM BEACH FL 33405 1 04/16/01 23 0412515660 05 06/01/01 0 0412515660 O 05/01/31 0 4647061 E22/G01 F 55,600.00 ZZ 360 55,600.00 1 9.625 472.59 103 9.375 472.59 ALBION IN 46701 1 04/16/01 23 0412525891 05 06/01/01 0 0412525891 O 05/01/31 0 4647068 E22/G01 F 152,000.00 ZZ 360 152,000.00 1 9.250 1,250.47 100 9.000 1,250.47 HAWTHORNE CA 90250 1 04/09/01 23 0412531329 01 06/01/01 0 0412531329 O 05/01/31 0 4647072 E22/G01 F 95,000.00 ZZ 360 95,000.00 1 9.500 798.82 95 9.250 798.81 ST. CLAIR SHORE MI 48080 1 04/16/01 23 0412533481 05 06/01/01 0 0412533481 N 05/01/31 0 4647077 E22/G01 F 104,000.00 ZZ 360 104,000.00 1 1 9.500 874.49 100 9.250 874.49 MONTGOMERY AL 36117 1 04/16/01 23 0412537656 05 06/01/01 0 0412537656 O 05/01/31 0 4647084 E22/G01 F 112,270.00 ZZ 360 112,270.00 1 11.000 1,069.17 103 10.500 1,069.17 ARDMORE OK 73401 1 04/16/01 23 0412544165 05 06/01/01 0 0412544165 O 05/01/31 0 4647371 E82/G01 F 154,400.00 ZZ 360 154,400.00 1 9.875 1,340.73 103 9.625 1,340.73 BELLINGHAM WA 98226 1 04/17/01 23 0400419040 05 06/01/01 0 0400419040 O 05/01/31 0 4649859 U05/G01 F 145,000.00 ZZ 360 145,000.00 1 9.500 1,219.24 100 9.250 1,219.24 TUCSON AZ 85748 1 04/23/01 23 0432773620 03 06/01/01 0 3124178 O 05/01/31 0 4653256 U28/G01 F 70,620.00 ZZ 360 70,620.00 1 9.000 568.22 107 8.750 568.22 KNOXVILLE TN 37923 1 04/30/01 23 0432778538 01 06/01/01 0 1 O 05/01/31 0 4654584 E22/G01 F 135,960.00 ZZ 360 135,960.00 1 8.875 1,081.76 103 8.375 1,081.76 CLOVIS CA 93612 2 04/07/01 23 0412512410 05 06/01/01 0 1 0412512410 O 05/01/31 0 4654607 E22/G01 F 261,100.00 ZZ 360 261,100.00 1 9.500 2,195.47 107 9.250 2,195.47 STOCKTON CA 95206 1 04/12/01 23 0412534703 05 06/01/01 0 0412534703 O 05/01/31 0 4655391 N67/G01 F 60,800.00 ZZ 360 60,770.09 1 9.500 511.24 95 9.250 511.24 ALBUQUERQUE NM 87104 1 03/27/01 23 0432719953 05 05/01/01 0 1780005680 O 04/01/31 0 4656900 T17/G01 F 191,000.00 ZZ 360 191,000.00 1 8.375 1,451.74 100 8.125 1,451.74 SMYRNA GA 30082 1 04/23/01 23 0432758928 05 06/01/01 0 01040473 O 05/01/31 0 4657201 E87/G01 F 112,350.00 ZZ 360 112,350.00 1 8.625 873.85 107 8.375 873.85 WOODWARD OK 73801 2 04/26/01 23 0432778801 05 06/01/01 0 01030474 O 05/01/31 0 4662240 E22/G01 F 100,580.00 ZZ 360 100,580.00 1 9.250 827.45 107 9.000 827.45 ROWLETT TX 75088 1 04/12/01 23 0412410375 05 06/01/01 0 0412410375 O 05/01/31 0 1 4662248 E22/G01 F 161,400.00 ZZ 360 161,400.00 1 11.750 1,629.19 95 11.500 1,629.19 LEAVENWORTH WA 98826 1 04/09/01 23 0412451742 05 06/01/01 0 0412451742 O 05/01/31 0 4662252 E22/G01 F 136,960.00 ZZ 360 136,960.00 1 8.875 1,089.72 107 8.375 1,089.72 SANDY OR 97055 1 04/13/01 23 0412469694 05 06/01/01 0 0412469694 O 05/01/31 0 4662257 E22/G01 F 92,400.00 ZZ 360 92,400.00 1 9.875 802.35 100 9.375 802.35 BAY CITY TX 77414 1 04/17/01 23 0412477739 05 06/01/01 0 0412477739 O 05/01/31 0 4662259 E22/G01 F 135,627.00 ZZ 360 135,627.00 1 10.000 1,190.22 103 9.500 1,190.22 MISSOURI CITY TX 77489 1 04/18/01 23 0412478588 03 06/01/01 0 0412478588 O 05/01/31 0 4662260 E22/G01 F 36,100.00 ZZ 360 36,082.70 1 9.625 306.85 95 9.375 306.85 MEMPHIS TN 38109 1 03/26/01 23 0412486110 05 05/01/01 0 0412486110 N 04/01/31 0 4662271 E22/G01 F 172,250.00 ZZ 360 172,250.00 1 9.375 1,432.69 107 9.125 1,432.69 1 MOUNT OLIVE AL 35117 2 04/13/01 23 0412505075 05 06/01/01 0 0412505075 O 05/01/31 0 4662272 E22/G01 F 128,987.00 ZZ 360 128,987.00 1 9.875 1,120.06 100 9.375 1,120.06 MISSOURI CITY TX 77489 1 04/18/01 23 0412507659 03 06/01/01 0 0412507659 O 05/01/31 0 4662275 E22/G01 F 82,950.00 ZZ 360 82,950.00 1 10.250 743.32 100 10.000 743.32 LAKE CHARLES LA 70605 1 04/18/01 23 0412509887 05 06/01/01 0 0412509887 O 05/01/31 0 4662286 E22/G01 F 71,000.00 ZZ 360 71,000.00 1 9.500 597.01 100 9.250 597.01 ERIE PA 16504 1 04/18/01 23 0412539215 05 06/01/01 0 0412519969 O 05/01/31 0 4662300 E22/G01 F 161,500.00 ZZ 360 161,500.00 1 9.500 1,357.98 100 9.250 1,357.98 DENVER CO 80239 1 04/18/01 23 0412537383 09 06/01/01 0 0412537383 O 05/01/31 0 4662303 E22/G01 F 107,500.00 T 360 107,500.00 1 9.500 903.92 107 9.000 903.92 COLORADO SPRING CO 80916 1 04/09/01 23 0412542763 03 06/01/01 0 0412542763 O 05/01/31 0 1 4662315 E22/G01 F 82,400.00 ZZ 360 82,400.00 1 9.500 692.86 103 9.250 692.86 DURAND MI 48429 5 04/13/01 23 0412557217 05 06/01/01 0 0412557217 O 05/01/31 0 4662722 286/G01 F 53,500.00 ZZ 360 53,473.68 1 9.500 449.86 107 9.250 449.86 PHILADELPHIA PA 19134 1 03/30/01 23 0432738649 07 05/01/01 0 0000280084 O 04/01/31 0 4662732 K15/G01 F 136,900.00 ZZ 360 136,900.00 1 8.625 1,064.79 107 8.375 1,064.79 LAKEWOOD OH 44107 5 04/23/01 23 0432764009 05 06/01/01 0 287053028252165 O 05/01/31 0 4667348 286/G01 F 179,500.00 ZZ 360 179,451.42 1 12.250 1,880.98 100 12.000 1,880.98 LAS VEGAS NV 89130 1 03/28/01 23 0432746907 05 05/01/01 0 0000307553 O 04/01/31 0 4668279 N67/G01 F 255,400.00 ZZ 360 255,400.00 1 10.125 2,264.95 103 9.875 2,264.95 LAS VEGAS NV 89147 1 04/10/01 23 0432756179 03 06/01/01 0 1380002275 O 05/01/31 0 4668525 U28/G01 F 52,000.00 ZZ 360 52,000.00 1 1 9.000 418.40 100 8.750 418.40 BYRON GA 31008 5 04/23/01 23 0432777324 05 06/01/01 0 030034 O 05/01/31 0 4668657 286/G01 F 82,000.00 ZZ 180 82,000.00 1 9.625 862.47 103 9.375 862.47 CHARLOTTESVILLE VA 22901 1 04/09/01 23 0432741742 03 06/01/01 0 0000326822 O 05/01/16 0 4668829 642/G01 F 98,500.00 ZZ 360 98,500.00 1 9.500 828.24 107 9.250 828.24 MIRAMAR FL 33023 1 04/30/01 23 0432777332 05 06/01/01 0 04191401 O 05/01/31 0 4671025 E22/G01 F 177,800.00 ZZ 360 177,800.00 1 8.750 1,398.75 100 8.250 1,398.75 LAS VEGAS NV 89135 1 04/13/01 23 0412420549 03 06/01/01 0 0412420549 O 05/01/31 0 4671032 E22/G01 F 215,070.00 ZZ 360 215,070.00 1 9.125 1,749.88 107 8.625 1,749.88 LAS VEGAS NV 89147 1 04/13/01 23 0412454274 05 06/01/01 0 0412454274 O 05/01/31 0 4671050 E22/G01 F 167,500.00 ZZ 360 167,500.00 1 9.500 1,408.43 100 9.250 1,408.43 NASHVILLE TN 37209 1 04/18/01 23 0412505059 03 06/01/01 0 1 0412505059 O 05/01/31 0 4671054 E22/G01 F 54,150.00 ZZ 360 54,150.00 1 9.500 455.32 95 9.250 455.32 SAGINAW MI 48603 1 04/19/01 23 0412515314 05 06/01/01 0 0412515314 N 05/01/31 0 4671059 E22/G01 F 285,000.00 ZZ 360 285,000.00 2 9.500 2,396.43 100 9.250 2,396.43 LOMITA CA 90717 1 04/13/01 23 0412525628 05 06/01/01 0 0412525628 O 05/01/31 0 4671069 E22/G01 F 63,900.00 ZZ 360 63,900.00 1 9.500 537.31 100 9.000 537.31 MIAMI FL 33176 1 04/19/01 23 0412546335 01 06/01/01 0 0412546335 O 05/01/31 0 4671070 E22/G01 F 121,350.00 ZZ 360 121,350.00 2 9.000 976.41 100 8.750 976.41 MIDDLETOWN OH 45044 1 04/19/01 23 0412547879 05 06/01/01 0 0412547879 O 05/01/31 0 4671072 E22/G01 F 97,850.00 ZZ 360 97,850.00 1 9.500 822.78 103 9.250 822.78 RAYTOWN MO 64133 1 04/19/01 23 0412549677 05 06/01/01 0 0412549677 O 05/01/31 0 1 4671076 E22/G01 F 90,640.00 ZZ 360 90,640.00 1 9.500 762.15 103 9.250 762.15 NAPLES FL 34105 1 04/19/01 23 0412555492 01 06/01/01 0 0412555492 O 05/01/31 0 4671083 E22/G01 F 111,650.00 ZZ 360 111,650.00 1 10.000 979.81 103 9.500 979.81 JEFFERSONVILLE IN 47130 1 04/19/01 23 0412568867 05 06/01/01 0 0412568867 O 05/01/31 0 4671084 E22/G01 F 111,100.00 ZZ 360 111,100.00 1 9.500 934.19 100 9.000 934.19 CLERMONT FL 34711 1 04/19/01 23 0412575763 03 06/01/01 0 0412575763 O 05/01/31 0 4671087 E22/G01 F 121,283.00 ZZ 360 121,283.00 1 11.000 1,155.01 100 10.500 1,155.01 ROELAND PARK KS 66205 1 04/19/01 23 0412582884 05 06/01/01 0 0412582884 O 05/01/31 0 4671787 642/G01 F 74,900.00 ZZ 360 74,900.00 1 8.750 589.24 106 8.500 589.24 SPRINGFIELD MO 65802 1 04/16/01 23 0432747426 05 06/01/01 0 03126501 O 05/01/31 0 4672583 K15/G01 F 92,700.00 ZZ 360 92,700.00 1 10.000 813.51 103 9.750 813.51 1 LORAIN OH 44053 5 04/21/01 23 0432763977 05 06/01/01 0 028705030222165 O 05/01/31 0 4678776 E22/G01 F 73,900.00 ZZ 360 73,900.00 1 11.500 731.83 100 11.000 731.83 MIDDLETOWN OH 45042 1 04/20/01 23 0412470221 05 06/01/01 0 0412470221 O 05/01/31 0 4678787 E22/G01 F 58,900.00 ZZ 360 58,900.00 2 9.500 495.26 95 9.250 495.26 MARTINSBURG WV 25401 1 04/19/01 23 0412497166 05 06/01/01 0 0412497166 N 05/01/31 0 4678790 E22/G01 F 187,450.00 ZZ 360 187,450.00 1 10.250 1,679.74 103 10.000 1,679.74 KISSIMMEE FL 34746 1 04/20/01 23 0412499915 03 06/01/01 0 0412499915 O 05/01/31 0 4678794 E22/G01 F 196,000.00 ZZ 360 196,000.00 1 9.625 1,665.98 106 9.375 1,665.98 CORONA CA 92881 1 04/09/01 23 0412509481 05 06/01/01 0 0412509481 O 05/01/31 0 4678805 E22/G01 F 82,400.00 ZZ 360 82,400.00 1 9.875 715.52 103 9.625 715.52 CANTON MI 48187 1 04/20/01 23 0412521163 05 06/01/01 0 0412521163 O 05/01/31 0 1 4678817 E22/G01 F 129,800.00 ZZ 360 129,800.00 1 9.000 1,044.40 100 8.500 1,044.40 MIDVALE UT 84047 1 04/12/01 23 0412527848 01 06/01/01 0 0412527848 O 05/01/31 0 4678821 E22/G01 F 159,650.00 ZZ 360 159,650.00 1 9.625 1,357.01 103 9.375 1,357.01 LIVONIA MI 48152 1 04/20/01 23 0412529760 05 06/01/01 0 0412529760 O 05/01/31 0 4678823 E22/G01 F 222,150.00 ZZ 360 222,150.00 1 9.750 1,908.61 103 9.500 1,908.61 KENNEWICK WA 99338 1 04/18/01 23 0412534455 05 06/01/01 0 0412534455 O 05/01/31 0 4678832 E22/G01 F 106,400.00 ZZ 360 106,400.00 1 9.500 894.67 104 9.250 894.67 EMMAUS PA 18049 9 04/16/01 23 0412542276 05 06/01/01 0 0412542276 O 05/01/31 0 4678839 E22/G01 F 150,350.00 ZZ 360 150,350.00 2 10.125 1,333.34 103 9.875 1,333.34 KENTWOOD MI 49508 1 04/20/01 23 0412548638 05 06/01/01 0 0412548638 O 05/01/31 0 4678848 E22/G01 F 218,000.00 ZZ 360 218,000.00 1 1 9.250 1,793.43 103 9.000 1,793.43 SOUTH KINGSTOWN RI 02883 1 04/20/01 23 0412559932 05 06/01/01 0 0412559932 O 05/01/31 0 4678852 E22/G01 F 96,400.00 ZZ 360 96,400.00 1 9.625 819.39 107 9.375 819.39 COLORA MD 21917 1 04/20/01 23 0412561581 05 06/01/01 0 0412561581 O 05/01/31 0 4678853 E22/G01 F 154,750.00 ZZ 360 154,750.00 1 9.500 1,301.22 100 9.000 1,301.22 COLORADO SPRING CO 80922 1 04/20/01 23 0412564692 03 06/01/01 0 0412564692 O 05/01/31 0 4678854 E22/G01 F 240,000.00 ZZ 360 240,000.00 1 9.250 1,974.42 100 9.000 1,974.42 BOCA RATON FL 33432 1 04/20/01 23 0412565129 05 06/01/01 0 0412565129 O 05/01/31 0 4678856 E22/G01 F 78,280.00 ZZ 360 78,280.00 1 9.000 629.86 103 8.500 629.86 PALM BAY FL 32907 1 04/20/01 23 0412568776 05 06/01/01 0 0412568776 O 05/01/31 0 4678857 E22/G01 F 77,000.00 ZZ 360 77,000.00 1 9.625 654.49 100 9.375 654.49 DIAMONDHEAD MS 39525 1 04/20/01 23 0412574451 03 06/01/01 0 1 0412574451 O 05/01/31 0 4678863 E22/G01 F 130,295.00 ZZ 360 130,295.00 1 10.375 1,179.70 103 10.125 1,179.70 DIVIDE CO 80814 1 04/20/01 23 0412586182 05 06/01/01 0 0412586182 O 05/01/31 0 4678865 E22/G01 F 82,400.00 ZZ 360 82,400.00 1 9.375 685.36 104 8.875 685.36 JACKSONVILLE FL 32221 1 04/20/01 23 0412590382 03 06/01/01 0 0412590382 O 05/01/31 0 4679462 S20/G01 F 82,400.00 ZZ 360 82,375.07 1 11.750 831.76 103 11.500 831.76 SPARTANBURG SC 29301 1 04/27/01 23 0432771772 05 05/27/01 0 0458588 O 04/27/31 0 4680663 U05/G01 F 201,000.00 ZZ 360 201,000.00 1 9.500 1,690.12 100 9.250 1,690.12 COOPER CITY FL 33328 1 04/26/01 23 0432776219 05 06/01/01 0 3117002 O 05/01/31 0 4683614 U62/G01 F 100,000.00 ZZ 360 100,000.00 1 8.500 768.91 107 8.250 768.91 FORT COLLINS CO 80525 1 04/27/01 23 0432761575 01 06/01/01 0 2001242227 O 05/01/31 0 1 4686366 E22/G01 F 70,300.00 ZZ 360 70,300.00 1 9.375 584.72 95 9.125 584.72 CHICAGO IL 60617 1 04/23/01 23 0412477341 05 06/01/01 0 0412477341 N 05/01/31 0 4686375 E22/G01 F 115,350.00 ZZ 360 115,350.00 1 10.250 1,033.65 103 10.000 1,033.65 HARRISON TN 37341 5 04/17/01 23 0412500555 05 06/01/01 0 0412500555 O 05/01/31 0 4686376 E22/G01 F 84,440.00 ZZ 360 84,440.00 1 9.000 679.42 107 8.500 679.42 HOUSTON TX 77091 1 04/10/01 23 0412501173 05 06/01/01 0 0412501173 O 05/01/31 0 4686382 E22/G01 F 103,000.00 ZZ 360 103,000.00 1 12.875 1,129.33 103 12.375 1,129.33 PERU IN 46970 1 04/23/01 23 0412505802 05 06/01/01 0 0412505802 O 05/01/31 0 4686394 E22/G01 F 58,900.00 ZZ 360 58,900.00 1 9.250 484.56 95 9.000 484.56 INDIANAPOLIS IN 46222 1 04/23/01 23 0412520033 05 06/01/01 0 0412520033 N 05/01/31 0 4686403 E22/G01 F 151,000.00 ZZ 360 151,000.00 1 9.500 1,269.69 106 9.250 1,269.69 1 MOKENA IL 60448 9 04/17/01 23 0412522658 05 06/01/01 0 0412522658 O 05/01/31 0 4686410 E22/G01 F 72,750.00 ZZ 360 72,750.00 1 9.500 611.72 107 9.250 611.72 MONROE NC 28112 5 04/18/01 23 0412525875 05 06/01/01 0 0412525875 O 05/01/31 0 4686412 E22/G01 F 190,000.00 ZZ 360 190,000.00 1 9.250 1,563.08 103 9.000 1,563.08 INDIANAPOLIS IN 46250 1 04/23/01 23 0412528390 05 06/01/01 0 0412528390 O 05/01/31 0 4686424 E22/G01 F 105,900.00 ZZ 360 105,900.00 1 9.500 890.46 107 9.250 890.46 FLORENCE AL 35630 2 04/18/01 23 0412536252 05 06/01/01 0 0412536252 O 05/01/31 0 4686425 E22/G01 F 129,000.00 ZZ 360 129,000.00 1 8.875 1,026.38 100 8.375 1,026.38 LADSON SC 29456 5 04/18/01 23 0412536963 05 06/01/01 0 0412536963 O 05/01/31 0 4686426 E22/G01 F 144,000.00 ZZ 360 144,000.00 1 9.375 1,197.72 104 9.125 1,197.72 ST CLAIR SHORES MI 48082 1 04/23/01 23 0412538621 05 06/01/01 0 0412538621 O 05/01/31 0 1 4686437 E22/G01 F 159,965.00 ZZ 360 159,965.00 1 8.750 1,258.45 107 8.250 1,258.45 SANDY UT 84070 5 04/17/01 23 0412549966 05 06/01/01 0 0412549966 O 05/01/31 0 4686444 E22/G01 F 208,650.00 ZZ 360 208,650.00 1 9.000 1,678.85 107 8.500 1,678.85 REDWOOD VALLEY CA 95470 1 04/16/01 23 0412554743 05 06/01/01 0 0412554743 O 05/01/31 0 4690756 E82/G01 F 160,000.00 ZZ 360 160,000.00 1 9.250 1,316.28 100 9.000 1,316.28 MORRIS CT 06763 1 04/24/01 23 0400411443 05 06/01/01 0 0400411443 O 05/01/31 0 4692100 U59/G01 F 138,000.00 ZZ 360 137,924.62 1 9.000 1,110.38 103 8.750 1,110.38 NORTH KINGSTOWN RI 02852 2 04/12/01 23 0432747053 05 05/12/01 0 01933800815652 O 04/12/31 0 4692929 U35/G01 F 89,100.00 ZZ 360 89,100.00 1 9.750 765.51 99 9.500 765.51 WAUSAU WI 54401 1 05/03/01 23 0432779304 05 06/01/01 0 1 O 05/01/31 0 4693218 642/G01 F 65,550.00 ZZ 360 65,550.00 2 1 9.500 551.18 94 9.250 551.18 JOLIET IL 60433 1 04/06/01 23 0432759496 05 06/01/01 0 01202001 N 05/01/31 0 4694488 E22/G01 F 187,000.00 ZZ 360 187,000.00 1 9.250 1,538.40 100 9.000 1,538.40 FAIRFIELD CA 94533 1 04/19/01 23 0412495004 05 06/01/01 0 0412495004 O 05/01/31 0 4694491 E22/G01 F 58,500.00 ZZ 360 58,500.00 1 9.750 502.61 107 9.500 502.61 PONTIAC MI 48342 1 04/09/01 23 0412512584 05 06/01/01 0 0412512584 O 05/01/31 0 4694502 E22/G01 F 109,250.00 ZZ 360 109,250.00 2 9.500 918.63 95 9.250 918.63 SACRAMENTO CA 95827 1 04/18/01 23 0412533101 05 06/01/01 0 0412533101 N 05/01/31 0 4694510 E22/G01 F 109,250.00 ZZ 360 109,250.00 2 9.500 918.63 95 9.250 918.63 SACRAMENTO CA 95827 1 04/18/01 23 0412545725 05 06/01/01 0 0412545725 N 05/01/31 0 4694528 E22/G01 F 144,290.00 ZZ 360 144,290.00 1 8.875 1,148.04 107 8.375 1,148.04 MARYSVILLE WA 98270 1 04/19/01 23 0412562894 05 06/01/01 0 1 0412562894 O 05/01/31 0 4694531 E22/G01 F 81,000.00 ZZ 360 81,000.00 1 10.375 733.38 100 10.125 733.38 VENICE FL 34293 1 04/24/01 23 0412565509 05 06/01/01 0 0412565509 O 05/01/31 0 4694538 E22/G01 F 97,850.00 ZZ 360 97,850.00 1 9.625 831.71 103 9.375 831.71 STOCKTON CA 95203 1 04/19/01 23 0412572398 05 06/01/01 0 0412572398 O 05/01/31 0 4694551 E22/G01 F 164,935.00 ZZ 360 164,935.00 1 9.500 1,386.86 100 9.250 1,386.86 DENVER CO 80249 1 04/24/01 23 0412588642 03 06/01/01 0 0412588642 O 05/01/31 0 4697671 N67/G01 F 99,500.00 ZZ 360 99,500.00 1 9.500 836.65 107 9.250 836.65 LAFAYETTE IN 47905 1 04/18/01 23 0432760270 05 06/01/01 0 1380002245 O 05/01/31 0 4697818 N67/G01 F 165,950.00 ZZ 360 165,950.00 1 9.500 1,395.40 107 9.250 1,395.40 PEORIA AZ 85382 1 04/12/01 23 0432772994 05 06/01/01 0 1780006015 O 05/01/31 0 1 4698884 696/G01 F 198,750.00 ZZ 360 198,644.23 1 9.125 1,617.10 102 8.875 1,617.10 FAIRFAX VA 22031 1 03/30/01 23 0432739837 09 05/01/01 0 22301045 O 04/01/31 0 4700354 642/G01 F 159,950.00 ZZ 360 159,950.00 1 9.500 1,344.95 95 9.250 1,344.95 CLINTON MD 20735 1 04/16/01 23 0432767465 05 06/01/01 0 03106501 O 05/01/31 0 4701860 E22/G01 F 130,000.00 ZZ 360 130,000.00 1 8.625 1,011.13 100 8.125 1,011.13 WEST HARTFORD CT 06110 1 04/25/01 23 0412501934 05 06/01/01 0 0412501934 O 05/01/31 0 4701887 E22/G01 F 154,080.00 ZZ 360 154,080.00 1 8.750 1,212.15 107 8.250 1,212.15 YUBA CITY CA 95991 1 04/19/01 23 0412537466 05 06/01/01 0 0412537466 O 05/01/31 0 4701892 E22/G01 F 119,000.00 ZZ 360 119,000.00 1 9.375 989.78 100 8.875 989.78 TAMARAC FL 33321 1 04/25/01 23 0412545501 09 06/01/01 0 0412545501 O 05/01/31 0 4701894 E22/G01 F 264,700.00 ZZ 360 264,700.00 1 9.750 2,274.18 107 9.500 2,274.18 1 ALBUQUERQUE NM 87109 5 04/20/01 23 0412548539 05 06/01/01 0 0412548539 O 05/01/31 0 4701917 E22/G01 F 260,000.00 ZZ 360 260,000.00 1 9.250 2,138.96 104 9.000 2,138.96 BUENA PARK CA 90620 1 04/20/01 23 0412572661 05 06/01/01 0 0412572661 O 05/01/31 0 4701921 E22/G01 F 179,000.00 ZZ 360 179,000.00 1 9.500 1,505.13 103 9.000 1,505.13 REDLANDS CA 92373 9 04/13/01 23 0412575185 05 06/01/01 0 0412575185 O 05/01/31 0 4701926 E22/G01 F 69,800.00 ZZ 360 69,800.00 1 10.000 612.54 100 9.500 612.54 WEST PALM BEACH FL 33417 1 04/25/01 23 0412591497 01 06/01/01 0 0412591497 O 05/01/31 0 4702334 526/G01 F 117,500.00 ZZ 360 117,338.53 1 9.875 1,020.31 95 9.625 1,020.31 CHARLOTTE NC 28205 1 01/24/01 23 0432765634 01 03/01/01 0 0427103 N 02/01/31 0 4703152 E82/G01 F 114,500.00 ZZ 360 114,500.00 1 9.875 994.26 100 9.625 994.26 NASHVILLE TN 37211 1 04/26/01 23 0400400891 05 06/01/01 0 0400400891 O 05/01/31 0 1 4708096 E22/G01 F 87,000.00 ZZ 360 87,000.00 1 11.250 845.00 103 11.000 845.00 MADERA CA 93637 1 04/18/01 23 0412534836 05 06/01/01 0 0412534836 O 05/01/31 0 4708106 E22/G01 F 90,700.00 ZZ 360 90,700.00 1 9.625 770.94 105 9.375 770.94 DALLAS TX 75228 1 04/24/01 23 0412552267 05 06/01/01 0 0412552267 O 05/01/31 0 4708109 E22/G01 F 119,700.00 ZZ 360 119,700.00 1 9.500 1,006.50 95 9.250 1,006.50 STOCKBRIDGE GA 30281 1 04/26/01 23 0412556458 05 06/01/01 0 0412556458 N 05/01/31 0 4708113 E22/G01 F 131,775.00 ZZ 360 131,775.00 1 8.875 1,048.46 105 8.375 1,048.46 FRESNO CA 93710 1 04/20/01 23 0412563868 05 06/01/01 0 0412563868 O 05/01/31 0 4708116 E22/G01 F 234,550.00 ZZ 360 234,550.00 1 8.500 1,803.49 107 8.250 1,803.49 VISTA CA 92084 1 04/23/01 23 0412569956 05 06/01/01 0 0412569956 O 05/01/31 0 4708123 E22/G01 F 168,000.00 ZZ 360 168,000.00 1 1 9.250 1,382.09 107 8.750 1,382.09 FAIR OAKS CA 95628 1 04/23/01 23 0412575524 05 06/01/01 0 0412575524 O 05/01/31 0 4708126 E22/G01 F 167,835.00 ZZ 360 167,835.00 1 9.125 1,365.56 100 8.625 1,365.56 LAS VEGAS NV 89148 1 04/24/01 23 0412576910 03 06/01/01 0 0412576910 O 05/01/31 0 4708127 E22/G01 F 137,557.00 ZZ 360 137,557.00 1 10.000 1,207.16 103 9.750 1,207.16 ROELAND PARK KS 66205 1 04/26/01 23 0412578866 05 06/01/01 0 0412578866 O 05/01/31 0 4708136 E22/G01 F 101,200.00 ZZ 360 101,200.00 2 8.500 778.14 107 8.250 778.14 PROVIDENCE RI 02908 1 04/26/01 23 0412599250 05 06/01/01 0 0412599250 O 05/01/31 0 4709070 Q99/G01 F 93,833.00 ZZ 180 93,833.00 1 10.000 1,008.33 103 9.750 1,008.33 PRATTVILLE AL 36067 2 04/25/01 23 0432776177 05 06/01/01 0 414941998 O 05/01/16 0 4711797 642/G01 F 186,000.00 ZZ 360 186,000.00 1 8.875 1,479.90 107 8.625 1,479.90 (OAKVILLE) WATE CT 06779 5 04/20/01 23 0432765642 05 06/01/01 0 1 02194101 O 05/01/31 0 4711990 286/G01 F 66,550.00 ZZ 360 66,550.00 2 9.500 559.59 95 9.250 559.59 LAKEWOOD OH 44107 1 04/02/01 23 0432765725 05 06/01/01 0 0000269030 N 05/01/31 0 4715514 E22/G01 F 147,300.00 ZZ 360 147,300.00 1 8.500 1,132.61 106 8.000 1,132.61 MODESTO CA 95355 1 04/17/01 23 0412485914 05 06/01/01 0 0412485914 O 05/01/31 0 4715526 E22/G01 F 141,700.00 ZZ 360 141,700.00 1 9.500 1,191.49 100 9.250 1,191.49 NORTH MIAMI FL 33161 1 04/27/01 23 0412501546 05 06/01/01 0 0412501546 O 05/01/31 0 4715544 E22/G01 F 119,000.00 ZZ 360 119,000.00 1 9.375 989.78 104 9.125 989.78 CHARLOTTE NC 28215 1 04/27/01 23 0412523631 05 06/01/01 0 0412523631 O 05/01/31 0 4715551 E22/G01 F 60,300.00 ZZ 360 60,300.00 1 9.375 501.54 95 8.875 501.54 PORT RICHEY FL 34668 1 04/27/01 23 0412533945 05 06/01/01 0 0412533945 N 05/01/31 0 1 4715552 E22/G01 F 175,650.00 ZZ 360 175,650.00 1 8.500 1,350.60 95 8.000 1,350.60 JAMESTOWN CA 95327 1 04/10/01 23 0412536047 05 06/01/01 0 0412536047 O 05/01/31 0 4715559 E22/G01 F 167,450.00 ZZ 360 167,450.00 1 11.125 1,610.50 100 10.625 1,610.50 KANSAS CITY MO 64118 1 04/27/01 23 0412543431 03 06/01/01 0 0412543431 O 05/01/31 0 4715564 E22/G01 F 127,000.00 ZZ 360 127,000.00 1 8.875 1,010.47 105 8.625 1,010.47 CORVALLIS OR 97330 1 04/19/01 23 0412552150 05 06/01/01 0 0412552150 O 05/01/31 0 4715586 E22/G01 F 41,150.00 ZZ 360 41,150.00 1 9.375 342.26 107 9.125 342.26 GADSDEN AL 35904 1 04/27/01 23 0412568149 05 06/01/01 0 0412568149 O 05/01/31 0 4715591 E22/G01 F 192,000.00 ZZ 360 192,000.00 1 9.375 1,596.96 100 9.125 1,596.96 ANAHEIM CA 92802 1 04/24/01 23 0412570517 05 06/01/01 0 0412570517 O 05/01/31 0 4715603 E22/G01 F 124,000.00 ZZ 360 124,000.00 1 9.500 1,042.66 100 9.250 1,042.66 1 PAWTUCKET RI 02861 1 04/27/01 23 0412582462 05 06/01/01 0 0412582462 O 05/01/31 0 4715609 E22/G01 F 82,900.00 ZZ 360 82,900.00 1 9.125 674.50 107 8.625 674.50 DEERFIELD BEACH FL 33442 1 04/27/01 23 0412586380 01 06/01/01 0 0412586380 O 05/01/31 0 4715615 E22/G01 F 168,400.00 ZZ 360 168,400.00 1 9.625 1,431.38 103 9.375 1,431.38 CORAL SPRINGS FL 33065 1 04/27/01 23 0412593980 03 06/01/01 0 0412593980 O 05/01/31 0 4715619 E22/G01 F 98,900.00 ZZ 360 98,900.00 1 9.500 831.60 105 9.000 831.60 PALM HARBOR FL 34685 1 04/27/01 23 0412596041 03 06/01/01 0 0412596041 O 05/01/31 0 4715622 E22/G01 F 135,000.00 ZZ 360 135,000.00 1 9.500 1,135.15 100 9.250 1,135.15 MEMPHIS TN 38104 1 04/27/01 23 0412596587 05 06/01/01 0 0412596587 O 05/01/31 0 4715626 E22/G01 F 84,975.00 ZZ 360 84,975.00 1 9.875 737.88 103 9.375 737.88 PERRYOPOLIS PA 15473 1 04/27/01 23 0412601619 05 06/01/01 0 0412601619 O 05/01/31 0 1 4715627 E22/G01 F 58,500.00 ZZ 360 58,500.00 1 9.000 470.70 100 8.750 470.70 WEST PALM BEACH FL 33415 1 04/27/01 23 0412604670 01 06/01/01 0 0412604670 O 05/01/31 0 4715628 E22/G01 F 82,950.00 ZZ 360 82,950.00 1 9.500 697.49 100 9.250 697.49 GRAND JUNCTION CO 81504 1 04/26/01 23 0412605594 05 06/01/01 0 0412605594 O 05/01/31 0 4716252 642/G01 F 87,400.00 ZZ 360 87,400.00 1 8.875 695.39 100 8.625 695.39 VIRGINIA BEACH VA 23452 2 04/25/01 23 0432765329 05 06/01/01 0 04135001 O 05/01/31 0 4716303 K15/G01 F 69,000.00 ZZ 360 69,000.00 1 11.750 696.49 103 11.500 696.49 TERRE HAUTE IN 47805 5 04/25/01 23 0432778074 05 06/01/01 0 018105302178 O 05/01/31 0 4723343 E22/G01 F 48,950.00 ZZ 360 48,950.00 1 10.375 443.20 100 10.125 443.20 MAQUOKETA IA 52060 5 04/25/01 23 0412470064 05 06/01/01 0 0412470064 O 05/01/31 0 4723350 E22/G01 F 160,450.00 ZZ 360 160,450.00 1 1 8.875 1,276.61 107 8.375 1,276.61 LEVITTOWN PA 19054 1 04/30/01 23 0412493520 05 06/01/01 0 0412493520 O 05/01/31 0 4723366 E22/G01 F 233,000.00 ZZ 360 233,000.00 1 9.375 1,937.98 102 9.125 1,937.98 METAMORA MI 48371 1 04/30/01 23 0412524852 05 06/01/01 0 0412524852 O 05/01/31 0 4723377 E22/G01 F 207,200.00 ZZ 360 207,200.00 1 9.375 1,723.38 107 9.125 1,723.38 TAMPA FL 33629 1 04/30/01 23 0412537011 05 06/01/01 0 0412537011 O 05/01/31 0 4723390 E22/G01 F 164,748.00 ZZ 360 164,748.00 1 10.125 1,461.02 103 9.875 1,461.02 SACRAMENTO CA 95823 1 04/26/01 23 0412545287 05 06/01/01 0 0412545287 O 05/01/31 0 4723393 E22/G01 F 156,500.00 ZZ 360 156,500.00 1 9.000 1,259.23 100 8.750 1,259.23 WILTON MANORS FL 33305 1 04/30/01 23 0412545659 05 06/01/01 0 0412545659 O 05/01/31 0 4723409 E22/G01 F 128,000.00 ZZ 360 128,000.00 1 9.500 1,076.29 107 9.250 1,076.29 COLORADO SPRING CO 80919 1 04/30/01 23 0412552473 05 06/01/01 0 1 0412552473 O 05/01/31 0 4723418 E22/G01 F 87,650.00 ZZ 360 87,650.00 1 10.250 785.43 103 10.000 785.43 MOORE OK 73160 1 04/30/01 23 0412555450 03 06/01/01 0 0412555450 O 05/01/31 0 4723419 E22/G01 F 144,343.00 ZZ 360 144,343.00 1 9.000 1,161.42 107 8.750 1,161.42 COLORADO SPRING CO 80911 1 04/30/01 23 0412555989 05 06/01/01 0 0412555989 O 05/01/31 0 4723446 E22/G01 F 93,600.00 ZZ 360 93,600.00 1 8.875 744.72 97 8.375 744.72 POMONA CA 91768 1 04/13/01 23 0412567430 09 06/01/01 0 0412567430 O 05/01/31 0 4723460 E22/G01 F 272,950.00 ZZ 360 272,950.00 1 10.000 2,395.33 103 9.750 2,395.33 RAMONA CA 92065 1 04/24/01 23 0412569238 05 06/01/01 0 0412569238 O 05/01/31 0 4723473 E22/G01 F 104,500.00 ZZ 360 104,500.00 1 9.375 869.18 100 9.125 869.18 OMAHA NE 68138 1 04/30/01 23 0412575276 05 06/01/01 0 0412575276 O 05/01/31 0 1 4723481 E22/G01 F 252,000.00 ZZ 360 252,000.00 1 9.250 2,073.14 100 9.000 2,073.14 POWAY CA 92064 1 04/26/01 23 0412576456 05 06/01/01 0 0412576456 O 05/01/31 0 4723483 E22/G01 F 162,600.00 T 360 162,600.00 1 9.500 1,367.23 107 9.000 1,367.23 MIRAMAR FL 33029 1 04/25/01 23 0412578643 03 06/01/01 0 0412578643 O 05/01/31 0 4723487 E22/G01 F 115,000.00 ZZ 360 115,000.00 1 9.500 966.98 100 9.000 966.98 PHOENIX AZ 85032 1 04/26/01 23 0412580292 05 06/01/01 0 0412580292 O 05/01/31 0 4723488 E22/G01 F 163,850.00 ZZ 360 163,850.00 1 9.250 1,347.95 100 9.000 1,347.95 CINCINNATI OH 45248 1 04/30/01 23 0412580516 05 06/01/01 0 0412580516 O 05/01/31 0 4723489 E22/G01 F 80,250.00 ZZ 360 80,250.00 1 8.875 638.51 107 8.375 638.51 REEDLY CA 93654 1 04/24/01 23 0412580557 05 06/01/01 0 0412580557 O 05/01/31 0 4723495 E22/G01 F 92,000.00 ZZ 360 92,000.00 1 9.500 773.59 100 9.000 773.59 1 BROKEN ARROW OK 74012 1 04/30/01 23 0412582686 05 06/01/01 0 0412582686 O 05/01/31 0 4723514 E22/G01 F 152,440.00 ZZ 360 152,440.00 1 9.625 1,295.72 103 9.125 1,295.72 COLORADO SPRING CO 80906 1 04/27/01 23 0412594731 01 06/01/01 0 0412594731 O 05/01/31 0 4723515 E22/G01 F 180,000.00 ZZ 360 180,000.00 1 8.000 1,320.78 106 7.500 1,320.78 OVEIDO FL 32765 2 04/25/01 23 0412595175 03 06/01/01 0 0412595175 O 05/01/31 0 4723523 E22/G01 F 249,220.00 ZZ 360 249,220.00 1 11.375 2,444.26 103 10.875 2,444.26 MIRAMAR FL 33029 1 04/30/01 23 0412600546 03 06/01/01 0 0412600546 O 05/01/31 0 4723527 E22/G01 F 149,500.00 ZZ 360 149,500.00 1 8.500 1,149.53 100 8.000 1,149.53 SAN ANTONIO TX 78228 1 04/30/01 23 0412603698 05 06/01/01 0 0412603698 O 05/01/31 0 4723532 E22/G01 F 198,900.00 ZZ 360 198,900.00 1 9.500 1,672.46 107 9.000 1,672.46 SUNRISE FL 33326 1 04/30/01 23 0412612038 03 06/01/01 0 0412612038 O 05/01/31 0 1 4725004 N67/G01 F 125,000.00 ZZ 360 125,000.00 1 9.500 1,051.07 106 9.250 1,051.07 LAS VEGAS NV 89108 2 04/11/01 23 0432770667 05 06/01/01 0 1380001971 O 05/01/31 0 4726412 561/G01 F 192,050.00 ZZ 360 192,050.00 1 9.125 1,562.59 102 8.875 1,562.59 BROOKLANDVILLE MD 21022 2 04/16/01 23 0432772069 09 06/01/01 0 18543678 O 05/01/31 0 4730661 E22/G01 F 79,900.00 ZZ 360 79,900.00 1 9.375 664.57 100 9.125 664.57 KANSAS CITY MO 64129 1 05/01/01 23 0412332108 05 06/01/01 0 0412332108 O 05/01/31 0 4730691 E22/G01 F 32,950.00 ZZ 360 32,950.00 1 10.500 301.41 103 10.250 301.41 N. CHARLESTON SC 29405 1 05/01/01 23 0412545675 05 06/01/01 0 0412545675 O 05/01/31 0 4730708 E22/G01 F 69,015.00 ZZ 360 69,015.00 1 9.250 567.77 107 9.000 567.77 STAFFORD CT 06076 1 05/01/01 23 0412564072 01 06/01/01 0 0412564072 O 05/01/31 0 4730711 E22/G01 F 136,950.00 ZZ 360 136,950.00 1 1 8.250 1,028.86 103 8.000 1,028.86 LAKEWOOD CO 80215 1 05/01/01 23 0412567091 01 06/01/01 0 0412567091 O 05/01/31 0 4730719 E22/G01 F 114,900.00 ZZ 360 114,900.00 1 9.500 966.14 100 9.250 966.14 HAVERHILL MA 01830 1 05/01/01 23 0412580789 01 06/01/01 0 0412580789 O 05/01/31 0 4730725 E22/G01 F 144,200.00 ZZ 360 144,200.00 1 9.875 1,252.16 103 9.375 1,252.16 RENO NV 89523 1 04/26/01 23 0412585978 05 06/01/01 0 0412585978 O 05/01/31 0 4730735 E22/G01 F 57,450.00 ZZ 360 57,450.00 1 9.000 462.26 100 8.750 462.26 KATY TX 77449 1 05/01/01 23 0412610628 03 06/01/01 0 0412610628 O 05/01/31 0 4733342 G13/G01 F 149,800.00 ZZ 360 149,800.00 1 9.500 1,259.60 107 9.250 1,259.60 KINGSPORT TN 37663 2 04/18/01 23 0432780237 05 06/01/01 0 0078801 O 05/01/31 0 4737715 E22/G01 F 121,850.00 ZZ 360 121,850.00 1 10.500 1,114.61 100 10.250 1,114.61 PINSON AL 35126 1 05/02/01 23 0412561078 05 06/01/01 0 1 0412561078 O 05/01/31 0 4737745 E22/G01 F 140,900.00 ZZ 360 140,900.00 1 11.875 1,435.77 100 11.375 1,435.77 EAST WENATCHEE WA 98802 1 04/26/01 23 0412592867 05 06/01/01 0 0412592867 O 05/01/31 0 4737753 E22/G01 F 208,650.00 ZZ 360 208,650.00 2 9.125 1,697.65 107 8.875 1,697.65 EAST PROVIDENCE RI 02915 5 04/27/01 23 0412596579 05 06/01/01 0 0412596579 O 05/01/31 0 4737762 E22/G01 F 77,147.00 ZZ 360 77,147.00 1 9.750 662.81 103 9.250 662.81 MIAMI FL 33015 1 05/02/01 23 0412613333 01 06/01/01 0 0412613333 O 05/01/31 0 4737765 E22/G01 F 163,250.00 ZZ 360 163,250.00 1 9.125 1,328.26 103 8.875 1,328.26 COLORADO SPRING CO 80907 1 05/02/01 23 0412621856 05 06/01/01 0 0412621856 O 05/01/31 0 4740764 U28/G01 F 118,450.00 ZZ 360 118,450.00 1 8.875 942.44 103 8.625 942.44 NICHOLSON GA 30565 1 04/17/01 23 0432766012 05 06/01/01 0 REEVES O 05/01/31 0 1 4742531 948/G01 F 155,530.00 ZZ 360 155,530.00 1 10.375 1,408.18 103 10.125 1,408.18 POLLOCK PINES CA 95726 1 04/16/01 23 0432766699 05 06/01/01 0 58378 O 05/01/31 0 4744756 E22/G01 F 67,500.00 ZZ 360 67,500.00 1 9.500 567.58 106 9.250 567.58 FORT PAYNE AL 35967 1 05/03/01 23 0412489668 05 06/01/01 0 0412489668 O 05/01/31 0 4744773 E22/G01 F 101,650.00 ZZ 360 101,650.00 2 9.625 864.01 107 9.375 864.01 CHICAGO IL 60624 1 05/03/01 23 0412548216 05 06/01/01 0 0412548216 O 05/01/31 0 4744778 E22/G01 F 117,500.00 ZZ 360 117,500.00 1 9.500 988.00 100 9.250 988.00 SACRAMENTO CA 95828 1 04/25/01 23 0412554420 05 06/01/01 0 0412554420 O 05/01/31 0 4744787 E22/G01 F 50,800.00 ZZ 360 50,800.00 1 9.750 436.45 106 9.500 436.45 MANITO IL 61546 1 05/03/01 23 0412573644 05 06/01/01 0 0412573644 O 05/01/31 0 4744796 E22/G01 F 130,500.00 ZZ 360 130,500.00 1 9.500 1,097.31 100 9.250 1,097.31 1 MOULTON AL 35650 1 05/03/01 23 0412601114 05 06/01/01 0 0412601114 O 05/01/31 0 4744799 E22/G01 F 141,110.00 ZZ 360 141,110.00 1 8.875 1,122.73 103 8.625 1,122.73 MAGALIA CA 95954 1 04/30/01 23 0412602625 03 06/01/01 0 0412602625 O 05/01/31 0 4744803 E22/G01 F 59,850.00 ZZ 360 59,850.00 2 9.500 503.25 95 9.250 503.25 ROANOKE VA 24013 1 05/03/01 23 0412611204 05 06/01/01 0 0412611204 N 05/01/31 0 4753209 E22/G01 F 35,600.00 ZZ 360 35,600.00 1 9.625 302.60 95 9.375 302.60 ARCADIA IN 46030 1 05/04/01 23 0412520140 05 06/01/01 0 0412520140 N 05/01/31 0 4753211 E22/G01 F 184,900.00 ZZ 360 184,900.00 1 11.125 1,778.33 100 10.625 1,778.33 NUNICA MI 49448 1 05/04/01 23 0412525693 05 06/01/01 0 0412525693 O 05/01/31 0 4753214 E22/G01 F 107,000.00 ZZ 360 107,000.00 1 9.375 889.97 100 9.125 889.97 WEST RICHLAND WA 99353 1 04/27/01 23 0412531683 05 06/01/01 0 0412531683 O 05/01/31 0 1 4753273 E22/G01 F 231,699.00 ZZ 360 231,699.00 1 9.500 1,948.25 103 9.250 1,948.25 KANSAS CITY MO 64152 1 04/30/01 23 0412598989 03 06/01/01 0 0412598989 O 05/01/31 0 4753274 E22/G01 F 197,950.00 ZZ 360 197,950.00 1 9.250 1,628.49 107 9.000 1,628.49 NEW HOPE AL 35760 9 04/30/01 23 0412601031 05 06/01/01 0 0412601031 O 05/01/31 0 4753277 E22/G01 F 177,400.00 ZZ 360 177,400.00 1 11.250 1,723.02 100 10.750 1,723.02 APPLE VALLEY MN 55124 1 05/04/01 23 0412602294 05 06/01/01 0 0412602294 O 05/01/31 0 4753290 E22/G01 F 205,000.00 ZZ 360 205,000.00 1 9.000 1,649.48 100 8.750 1,649.48 CHARLOTTE NC 28277 1 05/04/01 23 0412618027 03 06/01/01 0 0412618027 O 05/01/31 0 4762097 664/G01 F 127,300.00 ZZ 360 127,300.00 2 9.625 1,082.04 95 9.375 1,082.04 MILFORD MA 01757 1 04/13/01 23 0432773984 05 06/01/01 0 0003797107 N 05/01/31 0 4769003 E22/G01 F 137,950.00 ZZ 360 137,950.00 1 1 8.875 1,097.59 100 8.375 1,097.59 OSCEOLA IN 46561 9 05/03/01 23 0412609927 05 06/01/01 0 0412609927 O 05/01/31 0 4769010 E22/G01 F 77,250.00 ZZ 360 77,250.00 1 9.375 642.53 103 9.125 642.53 COLUMBUS GA 31907 1 05/08/01 23 0412622920 07 06/01/01 0 0412622920 O 05/01/31 0 TOTAL NUMBER OF LOANS : 1,296 TOTAL ORIGINAL BALANCE : 172,465,528.50 TOTAL PRINCIPAL BALANCE : 172,289,469.08 TOTAL ORIGINAL P+I : 1,474,285.73 TOTAL CURRENT P+I : 1,474,285.68 *************************** * END OF REPORT * *************************** 1 RUN ON : 05/24/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 14.31.12 FIXED PASSTHRU REPORT AMORTIZED BALANCE SERIES : RAMP 2001-RZ2 NONCONFORMING CUTOFF : 05/01/01 POOL : 0004508 : : POOL STATUS: F RFC LOAN NUMBER SUB SERV FEE PRINCIPAL BALANCE MSTR SERV FEE CURR NOTE RATE ALL EXP RFC NET RATE MISC EXP NET MTG RATE(INVSTR RATE) SPREAD POST STRIP RATE STRIP ------------------------------------------------------------------------ 3533702 .2500 372,934.64 .0500 10.5000 .0000 10.2500 .0000 10.2000 .0000 10.2000 .0000 3598550 .2500 278,779.69 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 3813824 .2500 281,192.10 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 3912939 .2500 398,763.01 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 3923151 .2500 352,143.00 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 3972208 .2500 385,589.36 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 1 3987118 .2500 387,578.13 .0500 10.6250 .0000 10.3750 .0000 10.3250 .0000 10.3250 .0000 4022701 .2500 276,874.25 .0500 10.0000 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 4033795 .2500 356,337.80 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4062838 .2500 299,711.41 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4069614 .2500 298,404.67 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4072986 .2500 387,024.73 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4113485 .2500 310,870.16 .0500 10.5000 .0000 10.2500 .0000 10.2000 .0000 10.2000 .0000 4113983 .2500 298,181.44 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 1 4118345 .2500 351,779.68 .0500 10.7500 .0000 10.5000 .0000 10.4500 .0000 10.4500 .0000 4119444 .2500 391,932.97 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4133651 .2500 362,274.40 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4139612 .2500 282,436.53 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4190271 .2500 389,419.94 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4211586 .2500 279,572.48 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4215833 .2500 281,480.71 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4220418 .2500 389,490.35 .0500 10.2500 .0000 10.0000 .0000 9.9500 .0000 9.9500 .0000 1 4225145 .2500 86,275.05 .0500 11.0000 .0000 10.7500 .0000 10.7000 .0000 10.7000 .0000 4227086 .2500 379,299.70 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4234115 .2500 356,496.27 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4240235 .2500 399,572.66 .0500 9.1250 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 4243395 .2500 310,665.70 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4254499 .2500 297,713.33 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4255517 .2500 339,457.08 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4259099 .5000 299,030.61 .0500 9.2500 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 1 4277432 .2500 299,718.94 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4297431 .2500 295,254.70 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4325400 .2500 331,354.76 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4355286 .2500 398,789.03 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4358319 .2500 367,596.47 .0500 9.0000 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 4358327 .2500 340,172.46 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4360387 .2500 302,461.32 .0500 8.6250 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4363512 .2500 315,338.25 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 1 4368801 .2500 294,355.14 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4378339 .2500 299,096.42 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4381140 .2500 299,695.82 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4385203 .2500 308,640.23 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4396739 .2500 352,741.97 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4396837 .2500 323,171.99 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4397012 .2500 299,940.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4399907 .2500 299,356.52 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 1 4409519 .5000 299,679.49 .0500 9.1250 .0000 8.6250 .0000 8.5750 .0000 8.5750 .0000 4409524 .5000 292,710.62 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4415514 .2500 284,527.52 .0500 8.5000 .0000 8.2500 .0000 8.2000 .0000 8.2000 .0000 4419183 .2500 374,290.05 .0500 8.8750 .0000 8.6250 .0000 8.5750 .0000 8.5750 .0000 4422330 .2500 357,314.67 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4429873 .2500 299,679.49 .0500 9.1250 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 4430096 .2500 399,798.00 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4433041 .2500 320,699.26 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 1 4436103 .2500 299,775.86 .0500 8.8750 .0000 8.6250 .0000 8.5750 .0000 8.5750 .0000 4436107 .2500 350,027.75 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4437016 .2500 288,215.07 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4441467 .2500 299,726.28 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4463858 .2500 393,131.35 .0500 9.7500 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 4467594 .2500 356,819.71 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4469394 .2500 400,000.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4471610 .5000 336,884.21 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 1 4472744 .2500 339,823.73 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4477222 .5000 283,403.00 .0500 9.2500 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 4482663 .2500 347,750.00 .0500 9.0000 .0000 8.7500 .0000 8.7000 .0000 8.7000 .0000 4497183 .2500 291,711.62 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4524471 .2500 299,171.08 .0500 10.1250 .0000 9.8750 .0000 9.8250 .0000 9.8250 .0000 4525669 .2500 318,193.61 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 4528900 .2500 323,836.38 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4564860 .2500 277,866.81 .0500 9.6250 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 1 4571114 .2500 309,380.00 .0500 8.7500 .0000 8.5000 .0000 8.4500 .0000 8.4500 .0000 4576457 .2500 299,852.44 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4599915 .2500 302,994.91 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4600460 .2500 347,824.26 .0500 9.3750 .0000 9.1250 .0000 9.0750 .0000 9.0750 .0000 4608566 .2500 282,732.97 .0500 8.6250 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4645590 .2500 299,000.00 .0500 8.6250 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4653069 .2500 294,250.00 .0500 9.8750 .0000 9.6250 .0000 9.5750 .0000 9.5750 .0000 4653475 .2500 278,050.00 .0500 8.6250 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 1 4654619 .2500 276,250.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4671042 .2500 315,000.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 4671066 .5000 283,550.00 .0500 8.8750 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4679291 .2500 285,650.00 .0500 9.5000 .0000 9.2500 .0000 9.2000 .0000 9.2000 .0000 4701854 .2500 294,000.00 .0500 8.6250 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 4715554 .5000 300,000.00 .0500 9.3750 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 4715610 .5000 299,870.00 .0500 9.3750 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 1 4737681 .5000 400,000.00 .0500 8.7500 .0000 8.2500 .0000 8.2000 .0000 8.2000 .0000 TOTAL NUMBER OF LOANS: 86 TOTAL BALANCE........: 27,712,406.01 1 RUN ON : 05/24/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 14.31.12 INITIAL SECURITY FEES AMORTIZED BALANCE SERIES : RAMP 2001-RZ2 NON FIXED SUMMARY REPORT CUTOFF : 05/01/01 POOL : 0004508 : : POOL STATUS: F WEIGHTED AVERAGES FROM TO -------------------------------------------------------------------------- CURR NOTE RATE 9.5200 8.5000 11.0000 RFC NET RATE 9.2448 8.2500 10.7500 NET MTG RATE(INVSTR RATE) 9.1948 8.2000 10.7000 POST STRIP RATE 9.1948 8.2000 10.7000 SUB SERV FEE .2752 .2500 .5000 MSTR SERV FEE .0500 .0500 .0500 ALL EXP .0000 .0000 .0000 MISC EXP .0000 .0000 .0000 SPREAD .0000 .0000 .0000 STRIP .0000 .0000 .0000 TOTAL NUMBER OF LOANS: 86 TOTAL BALANCE........: 27,712,406.01 *************************** * END OF REPORT * *************************** 1 RUN ON : 05/24/01 RFC DISCLOSURE SYSTEM RFFSD177-01 AT : 14.31.12 FIXED RATE LOAN LISTING AMORTIZED BALANCE SERIES : RAMP 2001-RZ2 CUTOFF : 05/01/01 POOL : 0004508 : : POOL STATUS: F RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE ORIG TERM PRINCIPAL BAL # OF UNITS ORIG RATE ORIGINAL P+I LTV CURR NET CURRENT P+I CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG SELLER LOAN # OCCP CODE MATURITY DATE INVESTOR LOAN # ______________________________________________________________________________ 3533702 E22/G01 F 374,500.00 ZZ 360 372,934.64 1 10.500 3,425.70 106 10.250 3,425.70 ELLISVILLE MO 63021 1 06/19/00 23 0411999543 03 08/01/00 0 0411999543 O 07/01/30 0 3598550 526/G01 F 280,000.00 ZZ 360 278,779.69 1 10.250 2,509.08 100 10.000 2,509.08 FRISCO CO 80443 1 06/30/00 23 0432167773 05 08/01/00 0 0412998 O 07/01/30 0 3813824 664/G01 F 282,250.00 ZZ 360 281,192.10 1 9.500 2,373.32 103 9.250 2,373.32 BOTHELL WA 98011 1 09/23/00 23 0432725042 03 11/01/00 0 0003596079 O 10/01/30 0 3912939 T24/G01 F 400,000.00 ZZ 360 398,763.01 1 10.125 3,547.29 100 9.875 3,547.29 ALAMEDA CA 94502 1 09/22/00 23 0432693331 09 11/01/00 0 1 09761849 O 10/01/30 0 3923151 664/G01 F 353,100.00 ZZ 360 352,143.00 1 10.000 3,098.71 107 9.750 3,098.71 COVINA CA 91722 1 10/27/00 23 0432653749 05 12/01/00 0 0003440419 O 11/01/30 0 3972208 808/G01 F 387,100.00 ZZ 360 385,589.36 1 10.000 3,397.08 103 9.750 3,397.08 RANCHO PALOS VE CA 90275 1 10/13/00 23 0432421642 05 12/01/00 0 9316372 O 11/01/30 0 3987118 147/G01 F 388,500.00 ZZ 360 387,578.13 2 10.625 3,590.12 105 10.375 3,590.12 CORONA NY 11368 1 10/16/00 23 0432411353 05 12/01/00 0 10389881 O 11/01/30 0 4022701 E22/G01 F 277,500.00 ZZ 360 276,874.25 1 10.000 2,435.26 106 9.750 2,435.26 NAPERVILLE IL 60565 1 11/21/00 23 0412210882 05 01/01/01 0 0412210882 O 12/01/30 0 4033795 E86/G01 F 360,400.00 ZZ 360 356,337.80 1 9.875 3,129.53 107 9.625 3,129.53 WEST CHICAGO IL 60185 1 12/08/00 23 0432568160 05 02/01/01 0 0000085673 O 01/01/31 0 1 4062838 700/G01 F 300,000.00 ZZ 360 299,711.41 1 9.625 2,549.97 100 9.375 2,549.97 MURRIETA CA 92562 1 02/15/01 23 0432676740 05 04/01/01 0 00254319 O 03/01/31 0 4069614 664/G01 F 299,000.00 ZZ 360 298,404.67 1 9.500 2,514.16 100 9.250 2,514.16 GRESHAM OR 97080 1 12/08/00 23 0432638708 05 02/01/01 0 0003690955 O 01/01/31 0 4072986 T24/G01 F 388,000.00 ZZ 360 387,024.73 1 10.125 3,440.87 103 9.875 3,440.87 DALY CITY CA 94014 1 11/06/00 23 0432529774 05 01/01/01 0 09776136 O 12/01/30 0 4113485 T24/G01 F 311,500.00 ZZ 360 310,870.16 1 10.500 2,849.41 107 10.250 2,849.41 SAN MARCOS CA 92069 1 11/27/00 23 0432595437 05 01/01/01 0 09783602 O 12/01/30 0 4113983 T24/G01 F 298,836.00 ZZ 360 298,181.44 1 10.125 2,650.15 100 9.875 2,650.15 SANTA ANA CA 92704 1 11/20/00 23 0432615524 01 01/01/01 0 09776437 O 12/01/30 0 4118345 M43/G01 F 353,247.00 ZZ 360 351,779.68 1 10.750 3,297.50 103 10.500 3,297.50 1 LITHONIA GA 30038 1 07/28/00 23 0432550259 05 09/01/00 0 999999997 O 08/01/30 0 4119444 E22/G01 F 393,000.00 ZZ 360 391,932.97 1 9.625 3,340.46 100 9.375 3,340.46 DUBLIN CA 94568 1 12/15/00 23 0412278731 09 02/01/01 0 0412278731 O 01/01/31 0 4133651 526/G01 F 362,800.00 ZZ 360 362,274.40 1 9.625 3,083.76 106 9.375 3,083.76 WEST HOLLYWOOD CA 90046 1 01/16/01 23 0432603777 05 03/01/01 0 0436138 O 02/01/31 0 4139612 069/G01 F 283,000.00 ZZ 360 282,436.53 1 9.500 2,379.62 106 9.250 2,379.62 RANCHO SANTA MA CA 92688 1 12/27/00 23 0432627263 03 02/01/01 0 35188096847 O 01/01/31 0 4190271 T24/G01 F 390,000.00 ZZ 360 389,419.94 1 9.500 3,279.33 100 9.250 3,279.33 MERCER ISLAND WA 98040 1 01/04/01 23 0432768083 05 03/01/01 0 009793239 O 02/01/31 0 4211586 E22/G01 F 280,000.00 ZZ 360 279,572.48 1 9.375 2,328.90 100 9.125 2,328.90 UNION CITY CA 94587 1 01/17/01 23 0412337263 01 03/01/01 0 0412337263 O 02/01/31 0 1 4215833 B57/G01 F 281,900.00 ZZ 360 281,480.71 1 9.500 2,370.37 103 9.250 2,370.37 LOS ANGELES CA 90006 1 01/08/01 23 0432627750 05 03/01/01 0 2015758 O 02/01/31 0 4220418 T24/G01 F 390,500.00 ZZ 360 389,490.35 1 10.250 3,499.28 107 10.000 3,499.28 EAST PALO ALTO CA 94303 1 12/20/00 23 0432581130 05 02/01/01 0 09782790 O 01/01/31 0 4225145 U05/G01 F 86,400.00 ZZ 360 86,275.05 1 11.000 822.81 103 10.750 822.81 BLUE MOUND TX 76131 1 12/28/00 23 0432614485 05 02/01/01 0 3088783 O 01/01/31 0 4227086 R54/G01 F 379,850.00 ZZ 360 379,299.70 1 9.625 3,228.68 107 9.375 3,228.68 METAIRIE LA 70005 1 01/26/01 23 0432585370 05 03/01/01 0 2000001397 O 02/01/31 0 4234115 T24/G01 F 357,000.00 ZZ 360 356,496.27 1 9.750 3,067.18 104 9.500 3,067.18 AMERICAN CANYON CA 94503 1 01/02/01 23 0432587061 05 03/01/01 0 9787780 O 02/01/31 0 4240235 642/G01 F 400,000.00 ZZ 360 399,572.66 1 1 9.125 3,254.53 106 8.875 3,254.53 VALLEJO CA 94590 1 02/02/01 23 0432599942 05 04/01/01 0 01104901 O 03/01/31 0 4243395 E22/G01 F 311,200.00 ZZ 360 310,665.70 1 9.500 2,616.74 106 9.250 2,616.74 VAN NUYS CA 91406 1 01/16/01 23 0412298630 05 03/01/01 0 0412298630 O 02/01/31 0 4254499 526/G01 F 298,000.00 ZZ 360 297,713.33 1 9.625 2,532.97 103 9.375 2,532.97 BROOKFIELD CT 06804 1 02/07/01 23 0432686061 05 04/01/01 0 0438546 O 03/01/31 0 4255517 T24/G01 F 339,900.00 ZZ 360 339,457.08 1 10.125 3,014.31 103 9.875 3,014.31 CAMARILLO CA 93012 1 01/09/01 23 0432670750 05 03/01/01 0 09794898 O 02/01/31 0 4259099 E22/G01 F 299,500.00 ZZ 360 299,030.61 1 9.250 2,463.91 100 8.750 2,463.91 SAN DIEGO CA 92154 1 01/24/01 23 0412340481 03 03/01/01 0 0412340481 O 02/01/31 0 4277432 E22/G01 F 300,000.00 ZZ 360 299,718.94 1 9.750 2,577.46 94 9.500 2,577.46 GLENDORA CA 91741 1 01/30/01 23 0412361859 05 04/01/01 0 1 0412361859 O 03/01/31 0 4297431 R17/G01 F 295,400.00 ZZ 360 295,254.70 1 9.500 2,483.88 105 9.250 2,483.88 GREENWICH TOWNS NJ 08886 2 03/08/01 23 0432696698 05 05/01/01 0 1000030913 O 04/01/31 0 4325400 E22/G01 F 331,700.00 ZZ 360 331,354.76 1 9.250 2,728.81 107 9.000 2,728.81 SAN LORENZO CA 94580 1 02/07/01 23 0412357378 03 04/01/01 0 0412357378 O 03/01/31 0 4355286 642/G01 F 399,163.00 ZZ 360 398,789.03 1 9.750 3,429.43 103 9.500 3,429.43 SAUGUS CA 91350 1 02/12/01 23 0432627990 03 04/01/01 0 01148001 O 03/01/31 0 4358319 E22/G01 F 368,000.00 ZZ 360 367,596.47 1 9.000 2,961.01 100 8.750 2,961.01 SUNNYVALE CA 94086 1 02/12/01 23 0412369894 01 04/01/01 0 0412369894 O 03/01/31 0 4358327 E22/G01 F 340,500.00 ZZ 360 340,172.46 1 9.625 2,894.21 104 9.375 2,894.21 NEWARK CA 95460 1 02/15/01 23 0412376360 05 04/01/01 0 0412376360 O 03/01/31 0 1 4360387 948/G01 F 302,640.00 ZZ 360 302,461.32 1 8.625 2,353.91 105 8.375 2,353.91 BRENTWOOD CA 94513 1 03/07/01 23 0432692283 05 05/01/01 0 57145 O 04/01/31 0 4363512 700/G01 F 315,650.00 ZZ 360 315,338.25 1 9.500 2,654.16 107 9.250 2,654.16 RAMONA CA 92065 1 02/28/01 23 0432697761 03 04/01/01 0 01255293 O 03/01/31 0 4368801 147/G01 F 294,500.00 ZZ 360 294,355.14 1 9.500 2,476.32 100 9.250 2,476.32 GEORGETOWN CO 80444 1 03/13/01 23 0432727303 05 05/01/01 0 10415104 O 04/01/31 0 4378339 E22/G01 F 299,400.00 ZZ 360 299,096.42 1 9.375 2,490.26 100 9.125 2,490.26 METHUEN MA 01844 1 02/23/01 23 0412422008 05 04/01/01 0 0412422008 O 03/01/31 0 4381140 B57/G01 F 300,000.00 ZZ 360 299,695.82 1 9.375 2,495.25 100 9.125 2,495.25 MONTEBELLO CA 90640 1 02/20/01 23 0432648004 05 04/01/01 0 2110972 O 03/01/31 0 4385203 664/G01 F 309,230.00 ZZ 360 308,640.23 1 9.500 2,600.18 107 9.250 2,600.18 1 LOS ANGELES CA 90007 1 03/05/01 23 0432690063 05 05/01/01 0 0003751625 O 04/01/31 0 4396739 E22/G01 F 353,100.00 ZZ 360 352,741.97 1 9.375 2,936.91 107 9.125 2,936.91 LINCOLNWOOD IL 60712 1 02/28/01 23 0412359473 05 04/01/01 0 0412359473 O 03/01/31 0 4396837 E22/G01 F 323,500.00 ZZ 360 323,171.99 1 9.375 2,690.71 104 9.125 2,690.71 ST CLAIR SHORES MI 48081 1 02/28/01 23 0412418402 05 04/01/01 0 0412418402 O 03/01/31 0 4397012 808/G01 F 299,940.00 ZZ 360 299,940.00 1 9.500 2,522.06 100 9.250 2,522.06 SYLMAR AREA, LO CA 91342 1 04/10/01 23 0432751071 05 06/01/01 0 9502367 O 05/01/31 0 4399907 147/G01 F 299,500.00 ZZ 360 299,356.52 1 9.625 2,545.72 106 9.375 2,545.72 AMERICAN CANYON CA 94503 1 03/23/01 23 0432738540 05 05/01/01 0 10415665 O 04/01/31 0 4409519 E22/G01 F 300,000.00 ZZ 360 299,679.49 1 9.125 2,440.90 100 8.625 2,440.90 WATSONVILLE CA 95076 1 02/25/01 23 0412414963 05 04/01/01 0 0412414963 O 03/01/31 0 1 4409524 E22/G01 F 293,000.00 ZZ 360 292,710.62 1 9.500 2,463.70 100 9.000 2,463.70 BETHEL ISLAND CA 94511 1 02/27/01 23 0412417479 05 04/01/01 0 0412417479 O 03/01/31 0 4415514 L86/G01 F 284,700.00 ZZ 360 284,527.52 1 8.500 2,189.10 100 8.250 2,189.10 COSTA MESA CA 92627 1 03/26/01 23 0432716736 01 05/01/01 0 20506450 O 04/01/31 0 4419183 964/G01 F 374,500.00 ZZ 360 374,290.05 1 8.875 2,979.69 107 8.625 2,979.69 SACRAMENTO CA 95818 1 03/12/01 23 0432778462 05 05/01/01 0 111013 O 04/01/31 0 4422330 253/G01 F 357,500.00 ZZ 360 357,314.67 1 9.250 2,941.07 100 9.000 2,941.06 SUPERIOR CO 80027 1 03/29/01 23 0432724706 03 05/01/01 0 964050 O 04/01/31 0 4429873 T24/G01 F 300,000.00 ZZ 360 299,679.49 1 9.125 2,440.90 100 8.875 2,440.90 ASHBURN VA 20147 1 02/23/01 23 0432689206 09 04/01/01 0 09957624 O 03/01/31 0 4430096 E22/G01 F 400,000.00 ZZ 360 399,798.00 1 1 9.375 3,327.00 106 9.125 3,327.00 CAMERON PARK CA 95682 1 03/02/01 23 0412393829 05 05/01/01 0 0412393829 O 04/01/31 0 4433041 T24/G01 F 321,000.00 ZZ 360 320,699.26 1 9.750 2,757.89 107 9.500 2,757.89 TEMECULA CA 92592 1 02/16/01 23 0432688851 03 04/01/01 0 09958363 O 03/01/31 0 4436103 E22/G01 F 300,000.00 ZZ 360 299,775.86 1 8.875 2,386.93 103 8.625 2,386.93 SANTA ROSA CA 95401 1 03/05/01 23 0412427445 05 05/01/01 0 0412427445 O 04/01/31 0 4436107 E22/G01 F 350,200.00 ZZ 360 350,027.75 1 9.500 2,944.67 103 9.250 2,944.67 HAYWARD CA 94544 1 03/06/01 23 0412438632 05 05/01/01 0 0412438632 O 04/01/31 0 4437016 N67/G01 F 288,500.00 ZZ 360 288,215.07 1 9.500 2,425.86 100 9.250 2,425.86 DRAPER UT 84020 1 03/02/01 23 0432664761 05 04/01/01 0 1160003655 O 03/01/31 0 4441467 Q64/G01 F 300,000.00 ZZ 360 299,726.28 1 9.875 2,605.05 100 9.625 2,605.05 ATLANTA GA 30312 1 02/23/01 23 0432719284 05 04/01/01 0 1 0101663300 O 03/01/31 0 4463858 N67/G01 F 393,500.00 ZZ 360 393,131.35 1 9.750 3,380.77 105 9.500 3,380.77 LOS ANGELES CA 90068 1 03/07/01 23 0432664878 05 04/01/01 0 3156000208 O 03/01/31 0 4467594 U05/G01 F 357,000.00 ZZ 360 356,819.71 1 9.375 2,969.35 105 9.125 2,969.35 WILMETTE IL 60091 1 03/20/01 23 0432743417 05 05/01/01 0 3116234 O 04/01/31 0 4469394 642/G01 F 400,000.00 ZZ 360 400,000.00 1 9.500 3,363.42 106 9.250 3,363.42 LAGUNA HILLS CA 92653 1 04/09/01 23 0432748515 05 06/01/01 0 03167501 O 05/01/31 0 4471610 E22/G01 F 337,050.00 ZZ 360 336,884.21 1 9.500 2,834.10 107 9.000 2,834.10 PORTLAND OR 97229 9 03/08/01 23 0412415689 05 05/01/01 0 0412415689 O 04/01/31 0 4472744 737/G01 F 340,000.00 ZZ 360 339,823.73 1 9.250 2,797.10 100 9.000 2,797.10 HUNTINGTON BEAC CA 92646 1 03/13/01 23 0432674257 05 05/01/01 0 0001761071 O 04/01/31 0 1 4477222 E22/G01 F 283,550.00 ZZ 360 283,403.00 1 9.250 2,332.70 107 8.750 2,332.70 ALISO VIEJO CA 92656 1 03/13/01 23 0412392078 01 05/01/01 0 0412392078 O 04/01/31 0 4482663 147/G01 F 347,750.00 ZZ 360 347,750.00 1 9.000 2,798.08 107 8.750 2,798.08 LOS ANGELES CA 90043 1 04/03/01 23 0432744951 05 06/01/01 0 1 O 05/01/31 0 4497183 286/G01 F 292,000.00 ZZ 360 291,711.62 1 9.500 2,455.29 107 9.250 2,455.29 NOBLESVILLE IN 46060 5 02/15/01 23 0432681518 05 04/01/01 0 30700687 O 03/01/31 0 4524471 624/G01 F 299,300.00 ZZ 360 299,171.08 1 10.125 2,654.26 100 9.875 2,654.26 AUSTIN TX 78727 1 03/26/01 23 0432687465 05 05/01/01 0 82200210023 O 04/01/31 0 4525669 F28/G01 F 318,500.00 ZZ 360 318,193.61 1 9.625 2,707.22 103 9.375 2,707.22 AUSTIN TX 78759 1 02/20/01 10 0432673192 03 04/01/01 35 6580122 O 03/01/31 0 4528900 642/G01 F 324,000.00 ZZ 360 323,836.38 1 9.375 2,694.87 104 9.125 2,694.87 1 TRACY CA 95377 1 03/13/01 23 0432684181 05 05/01/01 0 12134200 O 04/01/31 0 4564860 069/G01 F 278,000.00 ZZ 360 277,866.81 1 9.625 2,362.98 100 9.375 2,362.98 TORRANCE CA 90501 1 03/02/01 23 0432728491 01 05/01/01 0 35188124367 O 04/01/31 0 4571114 U28/G01 F 309,380.00 ZZ 360 309,380.00 1 8.750 2,433.89 100 8.500 2,433.89 GUYTON GA 31312 1 04/10/01 23 0432762797 05 06/01/01 0 6156 O 05/01/31 0 4576457 E22/G01 F 300,000.00 ZZ 360 299,852.44 1 9.500 2,522.56 100 9.250 2,522.56 ALAMEDA CA 94501 1 03/28/01 23 0412503575 01 05/01/01 0 0412503575 O 04/01/31 0 4599915 E22/G01 F 303,148.00 ZZ 360 302,994.91 1 9.375 2,521.43 100 9.125 2,521.43 LAKE WORTH FL 33467 1 04/06/01 23 0412514796 03 05/01/01 0 0412514796 O 04/01/31 0 4600460 T24/G01 F 348,000.00 ZZ 360 347,824.26 1 9.375 2,894.49 106 9.125 2,894.49 MARTINEZ CA 94553 1 03/14/01 23 0432703106 05 05/01/01 0 09813659 O 04/01/31 0 1 4608566 B57/G01 F 282,900.00 ZZ 360 282,732.97 1 8.625 2,200.37 100 8.375 2,200.37 WEST HOLLYWOOD CA 90069 1 03/21/01 23 0432722650 01 05/01/01 0 2112127 O 04/01/31 0 4645590 685/G01 F 299,000.00 ZZ 360 299,000.00 1 8.625 2,325.59 105 8.375 2,325.59 SIMI VALLEY CA 93065 5 04/19/01 23 0432772762 05 06/01/01 0 125372 O 05/01/31 0 4653069 E86/G01 F 294,250.00 ZZ 360 294,250.00 1 9.875 2,555.12 107 9.625 2,555.12 ARLINGTON HEIGH IL 60005 1 04/20/01 23 0432771129 05 06/01/01 0 0000109859 O 05/01/31 0 4653475 950/G01 F 278,050.00 ZZ 360 278,050.00 1 8.625 2,162.64 107 8.375 2,162.64 PORTLAND OR 97229 1 04/17/01 23 0432762433 05 06/01/01 0 YC103208 O 05/01/31 0 4654619 E22/G01 F 276,250.00 ZZ 360 276,250.00 1 9.500 2,322.86 100 9.250 2,322.86 CHULA VISTA CA 91911 1 04/05/01 23 0412543878 05 06/01/01 0 0412543878 O 05/01/31 0 4671042 E22/G01 F 315,000.00 ZZ 360 315,000.00 1 1 9.250 2,591.43 105 9.000 2,591.43 ANTIOCH CA 94509 1 04/12/01 23 0412490187 05 06/01/01 0 0412490187 O 05/01/31 0 4671066 E22/G01 F 283,550.00 ZZ 360 283,550.00 1 8.875 2,256.05 107 8.375 2,256.05 HAYWARD CA 94544 1 04/11/01 23 0412536377 09 06/01/01 0 0412536377 O 05/01/31 0 4679291 E82/G01 F 285,650.00 ZZ 360 285,650.00 1 9.500 2,401.90 103 9.250 2,401.90 SEATTLE WA 98117 1 04/20/01 23 0400422168 05 06/01/01 0 0400422168 O 05/01/31 0 4701854 E22/G01 F 294,000.00 ZZ 360 294,000.00 1 8.625 2,286.70 104 8.375 2,286.70 OAKLEY CA 94561 1 04/12/01 23 0412488280 05 06/01/01 0 0412488280 O 05/01/31 0 4715554 E22/G01 F 300,000.00 ZZ 360 300,000.00 1 9.375 2,495.25 94 8.875 2,495.25 RENTON WA 98056 1 04/17/01 23 0412537961 05 06/01/01 0 0412537961 O 05/01/31 0 4715610 E22/G01 F 299,870.00 ZZ 360 299,870.00 1 9.375 2,494.17 100 8.875 2,494.17 EL DORADO HILLS CA 95762 1 04/25/01 23 0412587545 05 06/01/01 0 1 0412587545 O 05/01/31 0 4737681 E22/G01 F 400,000.00 ZZ 360 400,000.00 1 8.750 3,146.80 99 8.250 3,146.80 SAN JOSE CA 95122 1 04/26/01 23 0412492837 05 06/01/01 0 0412492837 O 05/01/31 0 TOTAL NUMBER OF LOANS : 86 TOTAL ORIGINAL BALANCE : 27,748,304.00 TOTAL PRINCIPAL BALANCE : 27,712,406.01 TOTAL ORIGINAL P+I : 233,795.43 TOTAL CURRENT P+I : 233,795.42 *************************** * END OF REPORT * *************************** EXHIBIT G FORMS OF REQUEST FOR RELEASE DATE: TO: RE: REQUEST FOR RELEASE OF DOCUMENTS In connection with the administration of the pool of Mortgage Loans held by you for the referenced pool, we request the release of the Mortgage Loan File described below. Pooling and Servicing Agreement Dated: Series#: Account#: Pool#: Loan#: Borrower Name(s): Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage Loan Repurchased "We hereby certify that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan pursuant to the Pooling and Servicing Agreement." --------------------------- Residential Funding Corporation Authorized Signature ****************************************************************************** TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing Agreement. Enclosed Documents: [] Promissory Note [] Primary Insurance Policy [] Mortgage or Deed of Trust [] Assignment(s) of Mortgage or Deed of Trust [] Title Insurance Policy [] Other: ------------------------ -------------------- -------------------- Name Date -------------------- Title G-1 EXHIBIT H-1 FORM OF TRANSFER AFFIDAVIT AND AGREEMENT STATE OF ) ) :ss. COUNTY OF ) [NAME OF OFFICER], being first duly sworn, deposes and says: 1. That he/she is a Director of _________________ (record or beneficial owner of the Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2, Class R-I, Class R-II and Class R- III (together, the "Class R Certificates"), (the "Owner"), a corporation duly organized and existing under the laws of the State of Delaware, on behalf of which he/she makes this affidavit and agreement. 2. That the Owner (i) is not and will not be, as of May 30, 2001, a "disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") or an "electing large partnership" within the meaning of Section 775 of the Code, (ii) will endeavor to remain other than a disqualified organization and an electing large partnership for so long as it retains its ownership in the Class R Certificates, and (iii) is acquiring the Class R Certificates for its own account or for the account of another Owner from which it has received an affidavit and agreement in substantially the same form as this affidavit and agreement. (For this purpose, a "disqualified organization" means the United States, any state or political subdivision thereof, any agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is not selected by any such governmental entity) or any foreign government, international organization or any agency or instrumentality of such foreign government or organization, any rural electric or telephone cooperative, or any organization (other than certain farmers' cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on unrelated business taxable income). 3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class R Certificates to disqualified organizations under the Code, that applies to all transfers of Class R Certificates after March 31, 1988; (ii) that such tax would be on the transferor, or, if such transfer is through an agent (which person includes a broker, nominee or middleman) for a disqualified organization, on the agent; (iii) that the person otherwise liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does not have actual knowledge that the affidavit is false; and (iv) that the Class R Certificates may be "noneconomic residual interests" within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax. H-1-1 4. That the Owner is aware of the tax imposed on a "pass-through entity" holding Class R Certificates if at any time during the taxable year of the pass-through entity a disqualified organization is the record holder of an interest in such entity. (For this purpose, a "pass through entity" includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives.) 5. That the Owner is aware that the Trustee will not register the transfer of any Class R Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit and agreement, among other things, in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it will not consummate any such transfer if it knows or believes that any of the representations contained in such affidavit and agreement are false. 6. That the Owner has reviewed the restrictions set forth on the face of the Class R Certificates and the provisions of Section 5.02(g) of the Pooling and Servicing Agreement under which the Class R Certificates were issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(g) which authorize the Trustee to deliver payments to a person other than the Owner and negotiate a mandatory sale by the Trustee in the event the Owner holds such Certificates in violation of Section 5.02(g)). The Owner expressly agrees to be bound by and to comply with such restrictions and provisions. 7. That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Residual Certificates will only be owned, directly or indirectly, by an Owner that is not a disqualified organization. 8. The Owner's Taxpayer Identification Number is ______________. 9. This affidavit and agreement relates only to the Class R Certificates held by the Owner and not to any other holder of the Class R Certificates. The Owner understands that the liabilities described herein relate only to the Class R Certificates. 10. That no purpose of the Owner relating to the transfer of any of the Class R Certificates by the Owner is or will be to impede the assessment or collection of any tax. 11. That the Owner has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the Owner hereby represents to and for the benefit of the person from whom it acquired the Class R Certificates that the Owner intends to pay taxes associated with holding such Class R Certificates as they become due, fully understanding that it may incur tax liabilities in excess of any cash flows generated by the Class R Certificates. 12. That the Owner has no present knowledge or expectation that it will become insolvent or subject to a bankruptcy proceeding for so long as any of the Class R Certificates remain outstanding. H-1-2 13. The Owner is a citizen or resident of the United States, a corporation, partnership (including an entity treated as a corporation or partnership for federal income tax purposes) or other entity created or organized in, or under the laws of, the United States or any political subdivision thereof (except, in the case of a partnership, to the extent provided in regulations), provided that with respect to any partnership or other entity treated as a partnership for United States federal income tax purposes, all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, an estate or trust whose income from sources without the United States is includable in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust other than a "foreign trust" as defined in Section 7701(a)(31) of the Code; 14. The Purchaser hereby certifies, represents and warrants to, and covenants with the Depositor, the Trustee and the Master Servicer that the following statements in (a) or (b) are accurate: (a) The Certificates (i) are not being acquired by, and will not be transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA, and (iii) will not be transferred to any entity that is deemed to be investing in plan assets within the meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA; or (b) The Owner will provide the Trustee, the Depositor and the Master Servicer with an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the effect that the purchase of Certificates is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement. In addition, the Owner hereby certifies, represents and warrants to, and covenants with, the Depositor, the Trustee and the Master Servicer that the Owner will not transfer such Certificates to any Plan or person unless either such Plan or person meets the requirements set forth in either (a) or (b) above. Capitalized terms used but not defined herein shall have the meanings assigned in the Pooling and Servicing Agreement. H-1-3 IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by a [Title of Officer] and its corporate seal to be hereunto attached, attested by a [Assistant] Secretary, this _____ day of _________, 20___. [NAME OF OWNER] By:_________________________ Name: [Name of Officer] Title: [Title of Officer] [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named [Name of Officer], known or proven to me to be the same person who executed the foregoing instrument and to be a [Title of Officer] of the Owner, and acknowledged to me that he/she executed the same as his/her free act and deed and the free act and deed of the Owner. Subscribed and sworn before me this ______ day of _________, 20___. NOTARY PUBLIC COUNTY OF STATE OF My Commission expires the _____ day of ____________, 20____. EXHIBIT H-2 FORM OF TRANSFEROR CERTIFICATE ---------------, ----- Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Minneapolis, Minnesota 55437 The Chase Manhattan Bank 450 West 33rd Street New York, New York 10001 Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2, Class R-I, Class R-II and Class R-III Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by ________________ (the "Seller") to _______________________ (the "Purchaser") of $ ___________ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2, Class R-I, Class R-II and Class R-III (the "Class R Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May 1, 2001, among Residential Asset Mortgage Products, Inc., as depositor (the "Depositor"), Residential Funding Corporation, as master servicer and The Chase Manhattan Bank, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Depositor and the Trustee that: 1. No purpose of the Seller relating to the transfer of the Certificate by the Seller to the Purchaser is or will be to impede the assessment or collection of any tax. 2. The Seller understands that the Purchaser has delivered to the Trustee and the Master Servicer a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit H-1. The Seller does not know or believe that any representation contained therein is false. 3. The Seller has at the time of the transfer conducted a reasonable investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result of that investigation, the Seller has determined that the Purchaser has historically paid its debts as they become due and has found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they become due in the future. The Seller understands that the transfer of a Class R Certificate may not be respected for United States income tax purposes (and the Seller may continue to be liable for United States income taxes associated therewith) unless the Seller has conducted such an investigation. H-2-1 4. The Seller has no actual knowledge that the proposed Transferee is not both a United States Person and a Permitted Transferee. Very truly yours, (Seller) By: ----------------------------- Name: ------------------------------- Title: ------------------------------ H-2-2 EXHIBIT I FORM OF INVESTOR REPRESENTATION LETTER -------------------, ------ Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Minneapolis, Minnesota 55437 The Chase Manhattan Bank 450 West 33rd Street New York, New York 10001 Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2, [Class R-I, Class R-II and Class R-III] [Class B] [Class SB] Ladies and Gentlemen: _________________ (the "Purchaser") intends to purchase from ______________ (the "Seller") $___________ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass- Through Certificates, Series 2001-RZ2, [Class R-I, Class R-II and Class R-III] [Class B] [Class SB] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May 1, 2001 among Residential Asset Mortgage Products, Inc., as seller (the "Depositor"), Residential Funding Corporation, as master servicer and The Chase Manhattan Bank, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor and the Trustee that: 1. The Purchaser understands that (a) the Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Act") or any state securities law, (b) the Depositor is not required to so register or qualify the Certificates, (c) the Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a legend to the foregoing effect. 2. The Purchaser is acquiring the Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Act or any applicable state securities laws. I-1 3. The Purchaser is (a) a substantial, sophisticated [institutional] investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Certificates, such that it is capable of evaluating the merits and risks of investment in the Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501(a) promulgated pursuant to the Act. 4. The Purchaser has been furnished with, and has had an opportunity to review (a) [a copy of the Private Placement Memorandum, dated ________________, ____, relating to the Certificates (b)] a copy of the Pooling and Servicing Agreement and [b] [c] such other information concerning the Certificates, the Mortgage Loans and the Depositor as has been requested by the Purchaser from the Depositor or the Seller and is relevant to the Purchaser's decision to purchase the Certificates. The Purchaser has had any questions arising from such review answered by the Depositor or the Seller to the satisfaction of the Purchaser. [If the Purchaser did not purchase the Certificates from the Seller in connection with the initial distribution of the Certificates and was provided with a copy of the Private Placement Memorandum (the "Memorandum") relating to the original sale (the "Original Sale") of the Certificates by the Depositor, the Purchaser acknowledges that such Memorandum was provided to it by the Seller, that the Memorandum was prepared by the Depositor solely for use in connection with the Original Sale and the Depositor did not participate in or facilitate in any way the purchase of the Certificates by the Purchaser from the Seller, and the Purchaser agrees that it will look solely to the Seller and not to the Depositor with respect to any damage, liability, claim or expense arising out of, resulting from or in connection with (a) error or omission, or alleged error or omission, contained in the Memorandum, or (b) any information, development or event arising after the date of the Memorandum.] 5. The Purchaser has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Certificate under the Act, that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. I-2 Very truly yours, (Seller) By: -------------- Name: -------------- Title: -------------- I-3 EXHIBIT J FORM OF TRANSFEROR REPRESENTATION LETTER ----------------, ----- Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Minneapolis, Minnesota 55437 The Chase Manhattan Bank 450 West 33rd Street New York, New York 10001 Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2, [Class R-I, Class R-II and Class R-III] [Class B][Class SB] Ladies and Gentlemen: In connection with the sale by __________ (the "Seller") to ______________ (the "Purchaser") of $____________ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2, [Class R-I, Class R-II and Class R-III][Class B] [Class SB] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May 1, 2001 among Residential Asset Mortgage Products, Inc., as depositor (the "Depositor"), Residential Funding Corporation, as master servicer, and The Chase Manhattan Bank, as trustee (the "Trustee"). The Seller hereby certifies, represents and warrants to, and covenants with, the Depositor and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, J-1 (Seller) By: -------------- Name: -------------- Title: -------------- J-2 EXHIBIT K TEXT OF AMENDMENT TO POOLING AND SERVICING AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A LIMITED GUARANTY ARTICLE XII Subordinate Certificate Loss Coverage; Limited Guaranty Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty. (a) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether it or any Subservicer will be entitled to any reimbursement pursuant to Section 4.02(c) on such Distribution Date for Advances or Subservicer Advances previously made, (which will not be Advances or Subservicer Advances that were made with respect to delinquencies which were subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of an amount equal to the amount of any Advances or Subservicer Advances reimbursed pursuant to Section 4.02(c), to the extent such Advances or Subservicer Advances have not been included in the amount of the Realized Loss in the related Mortgage Loan, and shall distribute the same to the Class R Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(c). (b) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether any Realized Losses (other than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses) will be allocated to the Class R Certificates on such Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer shall demand payment from Residential Funding of the amount of such Realized Loss and shall distribute the same to the Class R Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(c); provided, however, that the amount of such demand in respect of any Distribution Date shall in no event be greater than the sum of (i) the additional amount of Accrued Certificate Interest that would have been paid for the Class R Certificateholders on such Distribution Date had such Realized Loss or Losses not occurred plus (ii) the amount of the reduction in the Certificate Principal Balances of the Class R Certificates on such Distribution Date due to such Realized Loss or Losses. Notwithstanding such payment, such Realized Losses shall be deemed to have been borne by the Certificateholders for purposes of Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses allocated to the Class R Certificates will not be covered by the Subordinate Certificate Loss Obligation. (c) Demands for payments pursuant to this Section shall be made prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date by the Master Servicer with written notice thereof to the Trustee. The maximum amount that Residential Funding shall be required to pay pursuant to this Section on any Distribution Date (the "Amount Available") shall be equal to the lesser of (X) __________ minus the sum of (i) all previous K-1 payments made under subsections (a) and (b) hereof and (ii) all draws under the Limited Guaranty made in lieu of such payments as described below in subsection (d) and (Y) the then outstanding Certificate Principal Balances of the Class R Certificates, or such lower amount as may be established pursuant to Section 12.02. Residential Funding's obligations as described in this Section are referred to herein as the "Subordinate Certificate Loss Obligation." (d) The Trustee will promptly notify General Motors Acceptance Corporation of any failure of Residential Funding to make any payments hereunder and shall demand payment pursuant to the limited guaranty (the "Limited Guaranty"), executed by General Motors Acceptance Corporation, of Residential Funding's obligation to make payments pursuant to this Section, in an amount equal to the lesser of (i) the Amount Available and (ii) such required payments, by delivering to General Motors Acceptance Corporation a written demand for payment by wire transfer, not later than the second Business Day prior to the Distribution Date for such month, with a copy to the Master Servicer. (e) All payments made by Residential Funding pursuant to this Section or amounts paid under the Limited Guaranty shall be deposited directly in the Certificate Account, for distribution on the Distribution Date for such month to the Class R Certificateholders. (f) The Depositor shall have the option, in its sole discretion, to substitute for either or both of the Limited Guaranty or the Subordinate Certificate Loss Obligation another instrument in the form of a corporate guaranty, an irrevocable letter of credit, a surety bond, insurance policy or similar instrument or a reserve fund; provided that (i) the Depositor obtains an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that obtaining such substitute corporate guaranty, irrevocable letter of credit, surety bond, insurance policy or similar instrument or reserve fund will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860(F)(a)(1) of the Code or on "contributions after the startup date" under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding, and (ii) no such substitution shall be made unless (A) the substitute Limited Guaranty or Subordinate Certificate Loss Obligation is for an initial amount not less than the then current Amount Available and contains provisions that are in all material respects equivalent to the original Limited Guaranty or Subordinate Certificate Loss Obligation (including that no portion of the fees, reimbursements or other obligations under any such instrument will be borne by the Trust Fund), (B) the long term debt obligations of any obligor of any substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not supported by the Limited Guaranty) shall be rated at least the lesser of (a) the rating of the long term debt obligations of General Motors Acceptance Corporation as of the date of issuance of the Limited Guaranty and (b) the rating of the long term debt obligations of General Motors Acceptance Corporation at the date of such substitution and (C) the Depositor obtains written confirmation from each nationally recognized credit rating agency that rated the Class R Certificates at the request of the Depositor that such substitution shall not lower the rating on the Class R Certificates below the lesser of (a) the then-current rating assigned to the Class R Certificates by such rating agency and (b) the original rating assigned to the Class R Certificates by such rating agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss Obligation pursuant to this Section shall be accompanied by a written Opinion of Counsel to the substitute guarantor or obligor, addressed to the Master Servicer and the Trustee, that such substitute K-2 instrument constitutes a legal, valid and binding obligation of the substitute guarantor or obligor, enforceable in accordance with its terms, and concerning such other matters as the Master Servicer and the Trustee shall reasonably request. Neither the Depositor, the Master Servicer nor the Trustee shall be obligated to substitute for or replace the Limited Guaranty or Subordinate Certificate Loss Obligation under any circumstance. Section 12.02. Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XI may be amended in any manner; in each case by written instrument executed or consented to by the Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class R Certificates at the request of the Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class R Certificates below the lesser of (a) the then-current rating assigned to the Class R Certificates by such rating agency and (b) the original rating assigned to the Class R Certificates by such rating agency, unless (A) the Holder of 100% of the Class R Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Depositor obtains, in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. K-3 EXHIBIT L FORM OF LIMITED GUARANTY LIMITED GUARANTY RESIDENTIAL ASSET SECURITIES CORPORATION Mortgage Asset-Backed Pass-Through Certificates Series 2001-RZ2 ____________________, 20___ The Chase Manhattan Bank 450 West 33rd Street New York, New York 10001 Ladies and Gentlemen: WHEREAS, Residential Funding Corporation, a Delaware corporation ("Residential Funding"), an indirect wholly-owned subsidiary of General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain obligations as described under Section 12.01 of the Pooling and Servicing Agreement dated as of May 1, 2001 (the "Servicing Agreement"), among Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding and The Chase Manhattan Bank (the "Trustee") as amended by Amendment No. 1 thereto, dated as of _________, with respect to the Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2 (the "Certificates"); and WHEREAS, pursuant to Section 12.01 of the Servicing Agreement, Residential Funding agrees to make payments to the Holders of the Class R Certificates with respect to certain losses on the Mortgage Loans as described in the Servicing Agreement; and WHEREAS, GMAC desires to provide certain assurances with respect to the ability of Residential Funding to secure sufficient funds and faithfully to perform its Subordinate Certificate Loss Obligation; NOW THEREFORE, in consideration of the premises herein contained and certain other good and valuable consideration, the receipt of which is hereby acknowledged, GMAC agrees as follows: Provision of Funds. (a) GMAC agrees to contribute and deposit in the Certificate Account on behalf of Residential Funding (or otherwise provide to Residential Funding, or to cause to be made available to Residential Funding), either directly or through a subsidiary, in any case prior to the related Distribution Date, such moneys as may be required by Residential Funding to perform its Subordinate Certificate Loss Obligation when and as the same arises from time to time upon the demand of the Trustee in accordance with Section 11.01 of the Servicing Agreement. L-1 (b) The agreement set forth in the preceding clause (a) shall be absolute, irrevocable and unconditional and shall not be affected by the transfer by GMAC or any other person of all or any part of its or their interest in Residential Funding, by any insolvency, bankruptcy, dissolution or other proceeding affecting Residential Funding or any other person, by any defense or right of counterclaim, set-off or recoupment that GMAC may have against Residential Funding or any other person or by any other fact or circumstance. Notwithstanding the foregoing, GMAC's obligations under clause (a) shall terminate upon the earlier of (x) substitution for this Limited Guaranty pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination of the Trust Fund pursuant to the Servicing Agreement. 2. Waiver. GMAC hereby waives any failure or delay on the part of Residential Funding, the Trustee or any other person in asserting or enforcing any rights or in making any claims or demands hereunder. Any defective or partial exercise of any such rights shall not preclude any other or further exercise of that or any other such right. GMAC further waives demand, presentment, notice of default, protest, notice of acceptance and any other notices with respect to this Limited Guaranty, including, without limitation, those of action or nonaction on the part of Residential Funding or the Trustee. 3. Modification, Amendment and Termination. This Limited Guaranty may be modified, amended or terminated only by the written agreement of GMAC and the Trustee and only if such modification, amendment or termination is permitted under Section 12.02 of the Servicing Agreement. The obligations of GMAC under this Limited Guaranty shall continue and remain in effect so long as the Servicing Agreement is not modified or amended in any way that might affect the obligations of GMAC under this Limited Guaranty without the prior written consent of GMAC. 4. Successor. Except as otherwise expressly provided herein, the guarantee herein set forth shall be binding upon GMAC and its respective successors. 5. Governing Law. This Limited Guaranty shall be governed by the laws of the State of New York. 6. Authorization and Reliance. GMAC understands that a copy of this Limited Guaranty shall be delivered to the Trustee in connection with the execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the Depositor and the Trustee to rely on the covenants and agreements set forth herein. 7. Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning given them in the Servicing Agreement. 8. Counterparts. This Limited Guaranty may be executed in any number of counterparts, each of which shall be deemed to be an original and such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed and delivered by its respective officers thereunto duly authorized as of the day and year first above written. L-2 GENERAL MOTORS ACCEPTANCE CORPORATION By:_____________________ Name:__________________ Title:___________________ Acknowledged by: THE CHASE MANHATTAN BANK, as Trustee By:___________________ Name:________________ Title:_________________ RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. By:___________________ Name:________________ Title:_________________ L-3 EXHIBIT M FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN ----------------, ---- Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Minneapolis, Minnesota 55437 The Chase Manhattan Bank 450 West 33rd Street New York, New York 10001 Ladies and Gentlemen: This letter is delivered to you in connection with the assignment by __________________ (the "Trustee") to ___________________ (the "Lender") of __________________ (the "Mortgage Loan") pursuant to Section 3.12(d) of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May 1, 2001, among Residential Asset Mortgage Products, Inc., as depositor (the "Depositor"), Residential Funding Corporation, as master servicer, and the Trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Lender hereby certifies, represents and warrants to, and covenants with, the Master Servicer and the Trustee that: (i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) the Mortgage Loan following the proposed assignment will be modified to have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) such assignment is at the request of the borrower under the related Mortgage Loan. M-1 Very truly yours, (Lender) By: --------------- Name: --------------- Title: --------------- M-2 EXHIBIT N [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: ========================================= ========================================= The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer"). 1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act. 2. The Buyer warrants and represents to and covenants with the Seller, the Trustee and the Master Servicer (as defined in the Pooling and Servicing Agreement (the "Agreement"), dated as of May 1, 2001 among Residential Funding Corporation, as Master Servicer, Residential Asset Mortgage Products, Inc., as Depositor and Bank One, National Association, as trustee, pursuant to Section 5.02 of the Agreement, as follows: a. The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state. b The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities. c. The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Trustee or the Servicer. d. Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in N-1 the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities. e. The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act. [3. Reserved] 4. This document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same document. N-2 IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below. __________________ ____________________ Print Name of Seller Print Name of Buyer By:________________ By:_________________ Name: Name: Title: Title: Taxpayer Identification: Taxpayer Identification: No:__________________ No:__________________ Date:__________________ Date:__________________ N-3 ANNEX 1 TO EXHIBIT N QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers Other Than Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer. 2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a discretionary basis $____________ in securities (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below. ____ Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code. ____ Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. ____ Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements. ____ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. ____ Insurance Depositor. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State or territory or the District of Columbia. N-4 ____ State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees. ____ ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974. ____ Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of 1940. ____ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. ____ Business Development Depositor. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. ____ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or H.R. 10 plans. 3. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. 4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer's direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934. 5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A. N-5 ____ ____ Will the Buyer be purchasing the Rule 144A Yes No Securities only for the Buyer's own account? 6. If the answer to the foregoing question is "no", the Buyer agrees that, in connection with any purchase of securities sold to the Buyer for the account of a third party (including any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a "qualified institutional buyer" within the meaning of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of "qualified institutional buyer" set forth in Rule 144A. 7. The Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase. ----------------------------- Print Name of Buyer By: ___________________ Name: Title: Date: ______________________ N-6 ANNEX 2 TO EXHIBIT N QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers That Are Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser. 2. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of Investment Companies, the cost of such securities was used. The Buyer owned $___________________ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). The Buyer is part of a Family of Investment Companies which owned in the aggregate $_________________ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 3. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 4. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. 5. The Buyer is familiar with Rule 144A and understands that each of the parties to which this certification is made are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's own account. N-7 6. The undersigned will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. --------------------- Print Name of Buyer By:__________________ Name: Title: IF AN ADVISER: ------------------------ Print Name of Buyer Date: __________________ EXHIBIT O FORM OF ERISA LETTER --------------, ---- Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Minneapolis, Minnesota 55437 The Chase Manhattan Bank 450 West 33rd Street New York, New York 10001 Residential Funding Corporation 8400 Normandale Lake Boulevard Suite 600 Minneapolis, MN 55437 Attention: Residential Funding Corporation Series 2001-RZ2 Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2[Class SB] Ladies and Gentlemen: _________________________ (the "Purchaser") intends to purchase from ___________________________ (the "Seller") $_____________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series 2001-RZ2, Class __ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May 1, 2001 among Residential Asset Mortgage Products, Inc., as the company (the "Depositor"), Residential Funding Corporation, as master servicer (the "Master Servicer") and The Chase Manhattan Bank, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, the Trustee and the Master Servicer that: (a) The Purchaser is not an employee benefit or other plan subject to the prohibited transaction 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") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or (b) The Purchaser has provided the Trustee, the Depositor and the Master Servicer with an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the effect that the purchase of Certificates is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, the Trustee and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either (a) or (b) above. Very truly yours, (Purchaser) By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- EXHIBIT P ERISA REPRESENTATION LETTER [date] Residential Funding Corporation 8400 Normandale Lake Boulevard, Suite 600 Minneapolis, Minnesota 55437 Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard, Suite 600 Minneapolis, Minnesota 55437 The Chase Manhattan Bank 450 West 33rd Street, 14th Floor, New York, New York 10001 Attention: Residential Asset Mortgage Products Inc. Series 2001-RZ2 Re: Residential Asset Mortgage Products, Inc. Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2, Class M-__, Class B Ladies and Gentlemen: [__________________________] (the "Purchaser") intends to purchase from [__________________________] (the "Seller") $[____________] initial Certificate Principal Balance of the above-referenced certificates, issued under the pooling and servicing agreement, dated as of May 1, 2001, among Residential Asset Mortgage Products, Inc., as depositor, Residential Funding Corporation, as master servicer and The Chase Manhattan Bank, as trustee. All terms used in this ERISA Representation Letter and not otherwise defined shall have the meanings set forth in the pooling and servicing agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with the Seller, the trustee and the master servicer that, either: (a) The Purchaser is not an ERISA plan, or any other person, including an investment manager, a named fiduciary or a trustee of any Plan, acting, directly or indirectly, on behalf of or purchasing any certificate with "plan assets" of any ERISA plan within the meaning of the DOL regulation at 29 C.F.R. ss.2510.3-101; or (b) The Purchaser is an insurance company, the source of funds to be used by which to purchase the certificates is an "insurance company general account", as the term is defined in DOL Prohibited Transaction Class Exemption 95-60, and the conditions in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Seller, the trustee and the master servicer that the Purchaser will not transfer the certificates to any ERISA plan or person unless that ERISA plan or person meets the requirements in either (a) or (b) above. Very truly yours, By: ___________________ Name:_________________ Title:_________________ EXHIBIT Q FORM OF CERTIFICATE TO BE GIVEN BY CERTIFICATE OWNER Euroclear Clearstream Banking, societe anonyme 151 Boulevard Jacqmain 67 Boulevard Grand-Duchesse Charlotte B-1210 Brussels, Belgium L-1331 Luxembourg Re: Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass- Through Certificates, Series 2001-RZ2, Class B, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2001 among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., RESIDENTIAL FUNDING CORPORATION, and CHASE MANHATTAN BANK, as Trustee (the "Certificates"). This is to certify that as of the date hereof and except as set forth below, the beneficial interest in the Certificates held by you for our account is owned by persons that are not U.S. persons (as defined in Rule 901 under the Securities Act of 1933, as amended). The undersigned undertakes to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Certificates held by you in which the undersigned has acquired, or intends to acquire, a beneficial interest in accordance with your operating procedures if any applicable statement herein is not correct on such date. In the absence of any such notification, it may be assumed that this certification applies as of such date. [This certification excepts beneficial interests in and does not relate to U.S. $_________ principal amount of the Certificates appearing in your books as being held for our account but that we have sold or as to which we are not yet able to certify.] We understand that this certification is required in connection with certain securities laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a copy thereof to any interested party in such proceedings. Dated: By: , ----------------------- --------------------------------- Account Holder -------- * Certification must be dated on or after the 15th day before the date of the Euroclear or Cedel certificate to which this certification releases. EXHIBIT R FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CEDEL Chase Manhattan Bank Re: Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ2, Class B, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2001 among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., RESIDENTIAL FUNDING CORPORATION, and CHASE MANHATTAN BANK, as Trustee (the "Certificates"). This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our "Member Organizations") as of the date hereof, $____________ principal amount of the Certificates is owned by persons (a) that are not U.S. persons (as defined in Rule 901 under the Securities Act of 1933. as amended (the "Securities Act")) or (b) who purchased their Certificates (or interests therein) in a transaction or transactions that did not require registration under the Securities Act. We further certify (a) that we are not making available herewith for exchange any portion of the related Temporary Regulation S Global Class B Certificate excepted in such certifications and (b) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by them with respect to any portion of the part submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof We understand that this certification is required in connection with certain securities laws of the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a copy hereof to any interested party in such proceedings. Date: Yours faithfully, ------------------------------- * To be dated no earlier By: ---------------------------------------- than the Effective Date. Morgan Guaranty Trust Company of New York, Brussels Office, as Operator of the Euroclear Clearance System Clearstream Banking, societe anonyme EXHIBIT S FORM OF CERTIFICATE TO BE GIVEN BY TRANSFEREE OF BENEFICIAL INTEREST IN A REGULATION S TEMPORARY BOOK-ENTRY CERTIFICATE Euroclear Clearstream Banking, societe anonyme 151 Boulevard Jacqmain 67 Boulevard Grand-Duchesse Charlotte B- 1210 Brussels, Belgium L- 1331 Luxembourg Re: Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass- Through Certificates, Series 2001-RZ2, Class B, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2001 among RESIDENTIAL ASSET MORTGAGE PRODUCTS INC., RESIDENTIAL FUNDING CORPORATION, and THE CHASE MANHATTAN BANK, as Trustee (the "Certificates"). This is to certify that as of the date hereof, and except as set forth below, for purposes of acquiring a beneficial interest in the Certificates, the undersigned certifies that it is not a U.S. person (as defined in Rule 901 under the Securities Act of 1933, as amended). The undersigned undertakes to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Certificates held by you in which the undersigned intends to acquire a beneficial interest in accordance with your operating procedures if any applicable statement herein is not correct on such date. In the absence of any such notification, it may be assumed that this certification applies as of such date. We understand that this certification is required in connection with certain securities laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a copy thereof to any interested party in such proceedings. Dated: By: ------------------------------------- -------------- EXHIBIT T FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER FROM 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE The Chase Manhattan Bank Re: Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass- Through Certificates, Series 2001-RZ2, Class B, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2001 (the "Agreement"), among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., RESIDENTIAL FUNDING CORPORATION and THE CHASE MANHATTAN BANK, as Trustee (the "Certificates"). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. This letter relates to U.S. $____________ principal amount of Certificates that are held as a beneficial interest in the 144A Book-Entry Certificate (CUSIP No. ________) with DTC in the name of [insert name of transferor] (the "Transferor"). The Transferor has requested an exchange or transfer of the beneficial interest for an interest in the Permanent Regulation S Global Class B Certificate (CUSIP No. ________) to be held with [Euroclear] [Clearstream Banking] through DTC. In connection with the request and in receipt of the Certificates, the Transferor does hereby certify that the exchange or transfer has been effected in accordance with the transfer restrictions set forth in the Agreement and the Certificates and: (a) pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), and accordingly the Transferor does hereby certify that: (i) the offer of the Certificates was not made to a person in the United States of America, [(ii) at the time the buy order was originated, the transferee was outside the United States of America or the Transferor and any person acting on its behalf reasonably believed that the transferee was outside the United States of America, (ii) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person -9- acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States of America,]**/ (iii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation 5, as applicable, (iv) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act, and (b) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred in a transaction permitted by Rule 144 under the Securities Act. This certification and the statements contained herein are made for your benefit and the benefit of the issuer and the [placement agent]. [Insert name of Transferor] Dated: By: ------------------------------ --------------------------------- Title: ------------------------------ -------- ** Insert one of these two provisions, which come from the definition of "offshore transactions" in Regulation S. -10- EXHIBIT U FORM OF PLACEMENT AGENT EXCHANGE INSTRUCTIONS Depository Trust Company 55 Water Street 50th Floor New York, New York 10041 Re: Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass- Through Certificates, Series 2001-RZ2, Class B, issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2001 (the "Agreement") among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., RESIDENTIAL FUNDING CORPORATION, and CHASE MANHATTAN BANK, as Trustee (the "Certificates"). Pursuant to Section 5.02(e) of the Agreement, ________________________ (the "Placement Agent") hereby requests that $______________ aggregate principal amount of the Certificates held by you for our account and represented by the Temporary Regulation S Global Class B Certificate (CUSIP No. ________) (as defined in the Agreement) be exchanged for an equal principal amount represented by the Rule 144A Global Class B Certificate (CUSIP No. _______) to be held by you for our account. Date: [placement agent] ------------------------ By: --------------------------------- Title: ------------------------------ -11-