EX-4 2 ba114700_psa.txt POOLING AND SERVICING AGREEMENT ============================================================================== BANK OF AMERICA MORTGAGE SECURITIES, INC., as Depositor, BANK OF AMERICA, N.A., as Servicer, and THE BANK OF NEW YORK, as Trustee POOLING AND SERVICING AGREEMENT Dated March 27, 2001 ----------------------- Mortgage Pass-Through Certificates Series 2001-3 ============================================================================== TABLE OF CONTENTS Page PRELIMINARY STATEMENT ................................................... ARTICLE I DEFINITIONS Section 1.01 Defined Terms .......................................... Section 1.02 Interest Calculations .................................. ARTICLE II CONVEYANCE OF MORTGAGE LOANS ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans ........................... Section 2.02 Acceptance by the Trustee of the Mortgage Loans ........ Section 2.03 Representations, Warranties and Covenants of the Servicer ............................................... Section 2.04 Representations and Warranties of the Depositor as to the Mortgage Loans .................................. Section 2.05 Designation of Interests in the REMIC .................. Section 2.06 Designation of Start-up Day ............................ Section 2.07 REMIC Certificate Maturity Date ........................ Section 2.08 Execution and Delivery of Certificates ................. ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 3.01 Servicer to Service Mortgage Loans ..................... Section 3.02 Subservicing; Enforcement of the Obligations of Servicer ............................................... Section 3.03 Fidelity Bond; Errors and Omissions Insurance .......... Section 3.04 Access to Certain Documentation ........................ Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims ................................................. Section 3.06 Rights of the Depositor and the Trustee in Respect of the Servicer ........................................ Section 3.07 Trustee to Act as Servicer ............................. Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial Account; and Certificate Account ............. Section 3.09 Collection of Taxes, Assessments and Similar Items; Escrow Accounts ........................................ Section 3.10 Access to Certain Documentation and Information Regarding the Mortgage Loans ........................... Section 3.11 Permitted Withdrawals from the Servicer Custodial Account and Certificate Account ........................ Section 3.12 Maintenance of Hazard Insurance ........................ Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements ............................................. Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property ............................................... Section 3.15 Trustee to Cooperate; Release of Mortgage Files ........ Section 3.16 Documents, Records and Funds in Possession of the Servicer to be Held for the Trustee .................... Section 3.17 Servicing Compensation ................................. Section 3.18 Annual Statement as to Compliance ...................... Section 3.19 Annual Independent Public Accountants' Servicing Statement; Financial Statements ........................ Section 3.20 Advances ............................................... Section 3.21 Modifications, Waivers, Amendments and Consents ........ Section 3.22 Reports to the Securities and Exchange Commission ...... ARTICLE IV SERVICER'S CERTIFICATE Section 4.01 Servicer's Certificate ................................. ARTICLE V PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC ADMINISTRATION Section 5.01 Distributions .......................................... Section 5.02 Priorities of Distributions ............................ Section 5.03 Allocation of Losses ................................... Section 5.04 Statements to Certificateholders ....................... Section 5.05 Tax Returns and Reports to Certificateholders .......... Section 5.06 Tax Matters Person ..................................... Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee ................................................ Section 5.08 REMIC Related Covenants ................................ ARTICLE VI THE CERTIFICATES Section 6.01 The Certificates ....................................... Section 6.02 Registration of Transfer and Exchange of Certificates ........................................... Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates ...... Section 6.04 Persons Deemed Owners .................................. ARTICLE VII THE DEPOSITOR AND THE SERVICER Section 7.01 Respective Liabilities of the Depositor and the Servicer ............................................... Section 7.02 Merger or Consolidation of the Depositor or the Servicer ............................................... Section 7.03 Limitation on Liability of the Depositor, the Servicer and Others .................................... Section 7.04 Depositor and Servicer Not to Resign ................... ARTICLE VIII DEFAULT Section 8.01 Events of Default ...................................... Section 8.02 Remedies of Trustee .................................... Section 8.03 Directions by Certificateholders and Duties of Trustee During Event of Default ........................ Section 8.04 Action upon Certain Failures of the Servicer and upon Event of Default .................................. Section 8.05 Trustee to Act; Appointment of Successor ............... Section 8.06 Notification to Certificateholders ..................... ARTICLE IX THE TRUSTEE Section 9.01 Duties of Trustee ...................................... Section 9.02 Certain Matters Affecting the Trustee .................. Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans .................................................. Section 9.04 Trustee May Own Certificates ........................... Section 9.05 Eligibility Requirements for Trustee ................... Section 9.06 Resignation and Removal of Trustee ..................... Section 9.07 Successor Trustee ...................................... Section 9.08 Merger or Consolidation of Trustee ..................... Section 9.09 Appointment of Co-Trustee or Separate Trustee .......... Section 9.10 Authenticating Agents .................................. Section 9.11 Trustee's Fees and Expenses ............................ Section 9.12 Appointment of Custodian ............................... Section 9.13 Paying Agents .......................................... Section 9.14 Limitation of Liability ................................ Section 9.15 Trustee May Enforce Claims Without Possession of Certificates ........................................... Section 9.16 Suits for Enforcement .................................. Section 9.17 Waiver of Bond Requirement ............................. Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement ............................................ ARTICLE X TERMINATION Section 10.01 Termination upon Purchase by the Depositor or Liquidation of All Mortgage Loans ...................... Section 10.02 Additional Termination Requirements .................... ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment .............................................. Section 11.02 Recordation of Agreement ............................... Section 11.03 Limitation on Rights of Certificateholders ............. Section 11.04 Governing Law .......................................... Section 11.05 Notices ................................................ Section 11.06 Severability of Provisions ............................. Section 11.07 Certificates Nonassessable and Fully Paid .............. Section 11.08 Access to List of Certificateholders ................... Section 11.09 Recharacterization ..................................... EXHIBITS -------- Exhibit A-1 - Form of Face of Class A-1 Certificate Exhibit A-2 - Form of Face of Class A-2 Certificate Exhibit A-3 - Form of Face of Class A-3 Certificate Exhibit A-4 - Form of Face of Class A-4 Certificate Exhibit A-5 - Form of Face of Class A-5 Certificate Exhibit A-PO - Form of Face of Class A-PO Certificate Exhibit A-R - Form of Face of Class A-R Certificate Exhibit B-1 - Form of Face of Class B-1 Certificate Exhibit B-2 - Form of Face of Class B-2 Certificate Exhibit B-3 - Form of Face of Class B-3 Certificate Exhibit B-4 - Form of Face of Class B-4 Certificate Exhibit B-5 - Form of Face of Class B-5 Certificate Exhibit B-6 - Form of Face of Class B-6 Certificate Exhibit C - Form of Reverse of all Certificates Exhibit D - Mortgage Loan Schedule Exhibit E - Request for Release of Documents Exhibit F - Form of Certification of Establishment of Account Exhibit G-1 - Form of Transferor's Certificate Exhibit G-2A - Form 1 of Transferee's Certificate Exhibit G-2B - Form 2 of Transferee's Certificate Exhibit H - Form of Transferee Representation Letter for ERISA Restricted Certificates Exhibit I - Form of Affidavit Regarding Transfer of Residual Certificate Exhibit J - Contents of Servicing File Exhibit K - Form of Special Servicing Agreement Exhibit L - List of Recordation States POOLING AND SERVICING AGREEMENT THIS POOLING AND SERVICING AGREEMENT, dated March 27, 2001 is hereby executed by and among BANK OF AMERICA MORTGAGE SECURITIES, INC., as depositor (together with its permitted successors and assigns, the "Depositor"), BANK OF AMERICA, N.A., as servicer (together with its permitted successors and assigns, the "Servicer"), and THE BANK OF NEW YORK, as trustee (together with its permitted successors and assigns, the "Trustee"). W I T N E S S E T H T H A T: In consideration of the mutual agreements herein contained, the Depositor, the Servicer and the Trustee agree as follows: PRELIMINARY STATEMENT In exchange for the Certificates, the Depositor hereby conveys the Trust Estate to the Trustee to create the Trust. The Trust Estate for federal income tax purposes will be treated as a real estate mortgage investment conduit (the "REMIC"). The Class A Certificates (other than the Class A-R Certificate) and the Class B Certificates are referred to collectively as the "Regular Certificates" and shall constitute "regular interests" in the REMIC. The Class A-R Certificate shall be the "residual interest" in the REMIC. The Certificates will represent the entire beneficial ownership interest in the Trust. The "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the REMIC Certificate Maturity Date. The following table sets forth characteristics of the Certificates, together with the minimum denominations and integral multiples in excess thereof in which the Classes of Certificates shall be issuable (except that one Certificate of each Class of Certificates may be issued in any amount in excess of the minimum denomination): Integral Pass- Multiples Initial Class Through Minimum in Excess Classes Certificate Balance Rate Denomination of Minimum Class A-1 $ 345,070,000.00 7.000% $ 1,000 $1 Class A-2 $ 505,000.00 7.000% $ 1,000 $1 Class A-3 $ 12,016,000.00 7.000% $ 1,000 $1 Class A-4 $ 29,467,000.00 7.000% $ 1,000 $1 Class A-5 $ 45,000,000.00 7.000% $ 1,000 $1 Class A-PO $ 135,338.00 (1) $25,000 $1 Class A-R $ 100.00 7.000% $ 100 N/A Class B-1 $ 9,680,000.00 7.000% $25,000 $1 Class B-2 $ 3,377,000.00 7.000% $25,000 $1 Class B-3 $ 2,026,000.00 7.000% $25,000 $1 Class B-4 $ 1,126,000.00 7.000% $25,000 $1 Class B-5 $ 901,000.00 7.000% $25,000 $1 Class B-6 $ 900,762.42 7.000% $25,000 $1 --------------- (1) The Class A-PO Certificates will be Principal-Only Certificates and will not bear interest. ARTICLE I DEFINITIONS Section 1.01 Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article: 1933 Act: The Securities Act of 1933, as amended. Accretion Termination Date: For the Class A-3 Certificates, the earlier to occur of (i) the Distribution Date following the Distribution Date on which the Class Certificate Balance of the Class A-1 Certificates has been reduced to zero or (ii) the Senior Credit Support Depletion Date. Accrual Certificates: The Class A-3 Certificates. Accrual Distribution Amount: For any Distribution Date and the Accrual Certificates prior to the Accretion Termination Date, an amount with respect to such Class equal to the sum of (i) the amount allocated but not currently distributable as interest to such Class pursuant to Section 5.02(a)(i) that is attributable to clause (i) of the definition of "Interest Distribution Amount" and (ii) the amount allocated but not currently distributable as interest to such Class pursuant to Section 5.02(a)(i) that is attributable to clause (ii) of the definition of "Interest Distribution Amount". Accrued Certificate Interest: For any Distribution Date and each interest-bearing Class, one month's interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the applicable Class Certificate Balance. Adjusted Pool Amount: With respect to any Distribution Date, the Cut-Off Date Pool Principal Balance of the Mortgage Loans minus the sum of (i) all amounts in respect of principal received in respect of the Mortgage Loans (including, without limitation, amounts received as Monthly Payments, Periodic Advances, Principal Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to Holders of Certificates on such Distribution Date and all prior Distribution Dates and (ii) the principal portion of all Realized Losses (other than Debt Service Reductions) incurred on the Mortgage Loans from the Cut-Off Date through the end of the month preceding such Distribution Date. Adjusted Pool Amount (PO Portion): With respect to any Distribution Date, the sum of the amounts, calculated as follows, with respect to all Outstanding Mortgage Loans: the product of (i) the PO Percentage for each such Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal received in respect of such Mortgage Loan (including, without limitation, amounts received as Monthly Payments, Periodic Advances, Principal Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to Holders of the Certificates on such Distribution Date and all prior Distribution Dates and (y) the principal portion of any Realized Loss (other than a Debt Service Reduction) incurred on such Mortgage Loan from the Cut-Off Date through the end of the month preceding such Distribution Date. Advance: A Periodic Advance or a Servicing Advance. Agreement: This Pooling and Servicing Agreement together with all amendments hereof and supplements hereto. Amount Held for Future Distribution: As to any Distribution Date, the total of the amounts held in the Servicer Custodial Account at the close of business on the preceding Determination Date on account of (i) Principal Prepayments and Liquidation Proceeds received or made in the month of such Distribution Date and (ii) payments which represent receipt of Monthly Payments in respect of a Due Date or Due Dates subsequent to the related Due Date. Appraised Value: With respect to any Mortgaged Property, either (i) the lesser of (a) the appraised value determined in an appraisal obtained by the originator at origination of such Mortgage Loan and (b) the sales price for such property, except that, in the case of Mortgage Loans the proceeds of which were used to refinance an existing mortgage loan, the Appraised Value of the related Mortgaged Property is the appraised value thereof determined in an appraisal obtained at the time of refinancing, or (ii) the appraised value determined in an appraisal made at the request of a Mortgagor subsequent to origination in order to eliminate the Mortgagor's obligation to keep a Primary Insurance Policy in force. Assignment of Mortgage: An individual assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to give record notice of the sale of the Mortgage. Authenticating Agents: As defined in Section 9.10. Bankruptcy Loss: Any Deficient Valuation or Debt Service Reduction. Bankruptcy Loss Amount: As of any Distribution Date, the Initial Bankruptcy Loss Amount less the aggregate amount of Bankruptcy Losses previously incurred during the period from the Cut-Off Date through the last day of the month preceding the month of such Distribution Date; provided, however, that such amount may be reduced from time to time with the written consent of the Rating Agencies provided that such reduction does not result in a downgrading to the current rating of the Certificates. Book-Entry Certificate: All Classes of Certificates other than the Physical Certificates. Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of North Carolina, the State of New York, the State of California, the State of Virginia, the state in which the servicing offices of the Servicer is located or the state in which the Corporate Trust Office is located are required or authorized by law or executive order to be closed. Certificate: Any of the Bank of America Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series 2001-3 that are issued pursuant to this Agreement. Certificate Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.08(c) in the name of the Trustee for the benefit of the Certificateholders and designated "The Bank of New York, in trust for registered holders of Bank of America Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series 2001-3." Funds in the Certificate Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement. Certificate Balance: With respect to any Certificate at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the product of the Percentage Interest of such Certificate and the Class Certificate Balance of the Class of Certificates of which such Certificate is a part. Certificate Custodian: Initially, The Bank of New York; thereafter any other Certificate Custodian acceptable to the Depository and selected by the Trustee. Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of a Book-Entry Certificate. With respect to any Definitive Certificate, the Certificateholder of such Certificate. Certificate Register: The register maintained pursuant to Section 6.02. Certificate Registrar: The registrar appointed pursuant to Section 6.02. Certificateholder: The Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Servicer or any affiliate thereof shall be deemed not to be outstanding and the Percentage Interest and Voting Rights evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests or Voting Rights, as the case may be, necessary to effect any such consent has been obtained, unless such entity is the registered owner of the entire Class of Certificates, provided that the Trustee shall not be responsible for knowing that any Certificate is registered in the name of such an affiliate unless one of its Responsible Officers has actual knowledge. Class: As to the Certificates, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-PO, Class A-R, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, as the case may be. Class A Certificates: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-PO and Class A-R. Class A-2 Loss Allocation Amount: With respect to any Distribution Date after the Senior Credit Support Depletion Date, the lesser of (a) the Class Certificate Balance of the Class A-2 Certificates with respect to such Distribution Date prior to any reduction for the Class A-2 Loss Allocation Amount and (b) the Class A-4 Loss Amount with respect to such Distribution Date. Class A-4 Loss Amount: With respect to any Distribution Date after the Senior Credit Support Depletion Date, the amount, if any, by which the Class Certificate Balance of the Class A-4 Certificates would be reduced as a result of the allocation of any Realized Loss (other than an Excess Loss) to such Class pursuant to Section 5.03(a)(ii)(1) or the allocation of any reduction pursuant to Section 5.03(b) to such Class, in each case without regard to the operation of Section 5.03(e). Class A-PO Deferred Amount: As to any Distribution Date prior to the Senior Credit Support Depletion Date, the aggregate of the applicable PO Percentage of each Realized Loss, other than an Excess Loss, to be allocated to the Class A-PO Certificates on such Distribution Date or previously allocated to the Class A-PO Certificates and not yet paid to the Holders of the Class A-PO Certificates pursuant to Section 5.02(a)(iii). Class B Certificates: The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates. Class Certificate Balance: With respect to any Class and any date of determination, the Initial Class Certificate Balance of such Class (plus, in the case of the Accrual Certificates, any Accrual Distribution Amount previously added thereto) minus the sum of (i) all distributions of principal made with respect thereto, (ii) all Realized Losses allocated thereto pursuant to Section 5.03(a), (iii) all other reductions in Class Certificate Balance previously allocated thereto pursuant to Section 5.03(b) and (iv) in the case of the Class A-2 Certificates, any reduction allocated thereto pursuant to Section 5.03(e). Class Interest Shortfall: For any Distribution Date and each interest-bearing Class, the amount by which Accrued Certificate Interest for such Class (as reduced pursuant to Section 5.02(c)) exceeds the amount of interest actually distributed on such Class (or, in the case of the Accrual Certificates prior to the Accretion Termination Date, the amount included in the Accrual Distribution Amount pursuant to clause (i) of the definition thereof, but not distributed as interest on the Accrual Certificates) on such Distribution Date pursuant to clause (i) of the definition of "Interest Distribution Amount." Class Unpaid Interest Shortfall: As to any Distribution Date and each interest-bearing Class, the amount by which the aggregate Class Interest Shortfalls for such Class on prior Distribution Dates exceeds the amount of interest actually distributed on such Class (or, in the case of the Accrual Certificates prior to the Accretion Termination Date, the amount included in the Accrual Distribution Amount pursuant to clause (ii) of the definition thereof, but not distributed as interest on the Accrual Certificates) on such prior Distribution Dates pursuant to clause (ii) of the definition of "Interest Distribution Amount." Closing Date: March 27, 2001. Code: The Internal Revenue Code of 1986, as amended. Compensating Interest: As defined in Section 3.17. Co-op Shares: Shares issued by private non-profit housing corporations. Corporate Trust Office: The principal office of the Trustee at which at any particular time its certificate transfer services are conducted, which office at the date of the execution of this instrument is located at 101 Barclay Street - 12E, New York, New York 10286, Attention: Corporate Trust - MBS (Fax: (212) 815-5309). Custodian: Initially, the Trustee, and thereafter the Custodian, if any, hereafter appointed by the Trustee pursuant to Section 9.12. The Custodian may (but need not) be the Trustee or any Person directly or indirectly controlling or controlled by or under common control of either of them. Neither the Servicer nor the Depositor, nor any Person directly or indirectly controlling or controlled by or under common control with any such Person may be appointed Custodian. Customary Servicing Procedures: With respect to the Servicer, procedures (including collection procedures) that the Servicer customarily employs and exercises in servicing and administering mortgage loans for its own account and which are in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans of the same type as the Mortgage Loans in the jurisdictions in which the related Mortgaged Properties are located. Cut-Off Date: March 1, 2001. Cut-Off Date Pool Principal Balance: The aggregate of the Cut-Off Date Principal Balances of the Mortgage Loans which is $450,204,200.73. Cut-Off Date Principal Balance: As to any Mortgage Loan, the unpaid principal balance thereof as of the close of business on the Cut-Off Date, reduced by all installments of principal due on or prior thereto whether or not paid. Debt Service Reduction: As to any Mortgage Loan and any Determination Date, the excess of (i) the Monthly Payment due on the related Due Date under the terms of such Mortgage Loan over (ii) the amount of the monthly payment of principal and/or interest required to be paid with respect to such Due Date by the Mortgagor as established by a court of competent jurisdiction (pursuant to an order which has become final and nonappealable) as a result of a proceeding initiated by or against the related Mortgagor under the Bankruptcy Code, as amended from time to time (11 U.S.C.); provided that no such excess shall be considered a Debt Service Reduction so long as (a) the Servicer is pursuing an appeal of the court order giving rise to any such modification and (b)(1) such Mortgage Loan is not in default with respect to payment due thereunder in accordance with the terms of such Mortgage Loan as in effect on the Cut-Off Date or (2) Monthly Payments are being advanced by the Servicer in accordance with the terms of such Mortgage Loan as in effect on the Cut-Off Date. Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became the subject of a Debt Service Reduction. Defective Mortgage Loan: Any Mortgage Loan which is required to be cured, repurchased or substituted for pursuant to Sections 2.02 or 2.04. Deficient Valuation: As to any Mortgage Loan and any Determination Date, the excess of (i) the then outstanding indebtedness under such Mortgage Loan over (ii) the secured valuation thereof established by a court of competent jurisdiction (pursuant to an order which has become final and nonappealable) as a result of a proceeding initiated by or against the related Mortgagor under the Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which such Mortgagor retained such Mortgaged Property; provided that no such excess shall be considered a Deficient Valuation so long as (a) the Servicer is pursuing an appeal of the court order giving rise to any such modification and (b)(1) such Mortgage Loan is not in default with respect to payments due thereunder in accordance with the terms of such Mortgage Loan as in effect on the Cut-Off Date or (2) Monthly Payments are being advanced by the Servicer in accordance with the terms of such Mortgage Loan as in effect on the Cut-Off Date. Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the subject of a Deficient Valuation. Definitive Certificates: As defined in Section 6.02(c)(iii). Depositor: Bank of America Mortgage Securities, Inc., a Delaware corporation, or its successor in interest, as depositor of the Trust Estate. Depository: The Depository Trust Company, the nominee of which is Cede & Co., as the registered Holder of the Book-Entry Certificates or any successor thereto appointed in accordance with this Agreement. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York. Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository. Determination Date: As to any Distribution Date, the 16th day of the month of the related Distribution Date or, if such 16th day is not a Business Day, the Business Day immediately preceding such 16th day. Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Interest Rate that is less than 7.000% per annum. Distribution Date: The 25th day of each month beginning in April 2001 (or, if such day is not a Business Day, the next Business Day). Due Date: As to any Distribution Date and each Mortgage Loan, the first day in the calendar month of such Distribution Date. Eligible Account: Any of (i) an account or accounts maintained with (a) Bank of America, N.A., or (b) a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have the highest short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution or trust company, acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest and may include, if otherwise qualified under this definition, accounts maintained with the Trustee. ERISA: The Employee Retirement Income Security Act of 1974, as amended. ERISA Restricted Certificates: Any Class B-4, Class B-5, or Class B-6 Certificate. Escrow Account: As defined in Section 3.09. Escrow Payments: The amounts constituting taxes, assessments, Primary Insurance Policy premiums, fire and hazard insurance premiums and other payments as may be required to be escrowed by the Mortgagor with the mortgagee pursuant to the terms of any Mortgage Note or Mortgage. Event of Default: As defined in Section 8.01. Excess Losses: For any Distribution Date, the amount of any (i) Fraud Losses in excess of the Fraud Loss Amount, (ii) Special Hazard Losses in excess of the Special Hazard Loss Amount or (iii) Bankruptcy Losses in excess of the Bankruptcy Loss Amount. Excess Proceeds: With respect to any Liquidated Mortgage Loan, the amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage Loan received in the calendar month in which such Mortgage Loan became a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of such Liquidated Mortgage Loan as of the Due Date in the month in which such Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Interest Rate from the Due Date as to which interest was last paid or for which a Periodic Advance was made (and not reimbursed) up to the Due Date applicable to the Distribution Date immediately following the calendar month during which such liquidation occurred. FDIC: The Federal Deposit Insurance Corporation, or any successor thereto. FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto. Final Distribution Date: The Distribution Date on which the final distribution in respect of the Certificates will be made pursuant to Section 10.01. Financial Market Service: Bloomberg Financial Service and any other financial information provider designated by the Depositor by written notice to the Trustee. FIRREA: The Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended. Fitch: Fitch, Inc., or any successor thereto. FNMA: Fannie Mae, or any successor thereto. Fractional Interest: As defined in Section 5.02(d). Fraud Loss: Realized Losses on Mortgage Loans as to which a loss is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial of coverage under any related Primary Insurance Policy because of such fraud, dishonesty or misrepresentation. Fraud Loss Amount: For each Distribution Date occurring during the period from the Closing Date through the first anniversary of the Cut-Off Date, the Initial Fraud Loss Amount reduced by the amount of Fraud Losses allocated to the Certificates. Thereafter, the Fraud Loss Amount shall be equal to the lesser of (i) the Initial Fraud Loss Amount reduced by the amount of Fraud Losses allocated to the Certificates and (ii) for each Distribution Date occurring (a) during the period from the day after the first anniversary through the third anniversary of the Cut-Off Date, 1% of the Pool Stated Principal Balance, (b) during the period from the day after the third anniversary through the fifth anniversary of the Cut-Off Date, 0.5% of the Pool Stated Principal Balance, and (c) after the fifth anniversary of the Cut-Off Date, zero. Holder: A Certificateholder. Independent: When used with respect to any specified Person means such a Person who (i) is in fact independent of the Depositor and the Servicer, (ii) does not have any direct financial interest or any material indirect financial interest in the Depositor or the Servicer or in an affiliate of either of them, and (iii) is not connected with the Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Indirect Depository Participant: A broker, dealer, bank or other financial institution or other Person maintaining a custodial relationship with a Depository Participant. Initial Bankruptcy Loss Amount: $100,000.00. Initial Class Certificate Balance: As to each Class of Certificates, the Class Certificate Balance set forth in the Preliminary Statement. Initial Fraud Loss Amount: $9,004,084.01. Initial Special Hazard Amount: $4,750,722.27. Insurance Policy: With respect to any Mortgage Loan included in the Trust Estate, any related insurance policy, including all riders and endorsements thereto in effect, including any replacement policy or policies for any Insurance Policies. Insurance Proceeds: Proceeds paid by an insurer pursuant to any Insurance Policy, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses. Insured Expenses: Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans. Interest Accrual Period: As to any Distribution Date and each Class of Certificates (other than the Class A-PO Certificates), the period from and including the first day of the calendar month preceding the calendar month of such Distribution Date to but not including the first day of the calendar month of such Distribution Date. Interest Distribution Amount: For any Distribution Date and each interest-bearing Class, the sum of (i) the Accrued Certificate Interest, subject to reduction pursuant to Section 5.02(c) and (ii) any Class Unpaid Interest Shortfall for such Class. Liquidated Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) that was liquidated in the calendar month preceding the month of such Distribution Date and as to which the Servicer has certified (in accordance with this Agreement) that it has received all proceeds it expects to receive in connection with the liquidation of such Mortgage Loan including the final disposition of an REO Property. Liquidation Proceeds: Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Servicing Fees and Advances. Loan-to-Value Ratio: With respect to any Mortgage Loan and any date of determination, the fraction, expressed as a percentage, the numerator of which is the outstanding principal balance of the related Mortgage Loan at the date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property. MERS: As defined in Section 2.01(b)(iii). Monthly Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified herein, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on such Mortgage Loan. Moody's: Moody's Investors Service, Inc. or any successor thereto. Mortgage: The mortgage, deed of trust or other instrument creating a first lien on a Mortgaged Property securing a Mortgage Note or creating a first lien on a leasehold interest. Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement. Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate of interest at which interest accrues on the principal balance of such Mortgage Loan in accordance with the terms of the related Mortgage Note. Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement, dated March 27, 2001, between the Bank of America, N.A., as seller, and the Depositor, as purchaser. Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time amended by the Servicer to reflect the addition of Substitute Mortgage Loans and the deletion of Defective Mortgage Loans pursuant to the provisions of this Agreement) transferred to the Trustee as part of the Trust Estate and from time to time subject to this Agreement, attached hereto as Exhibit D, setting forth the following information with respect to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a code indicating whether the Mortgaged Property is owner-occupied; (iii) the property type for each Mortgaged Property; (iv) the original months to maturity or the remaining months to maturity from the Cut-Off Date; (v) the Loan-to-Value Ratio at origination; (vi) the Mortgage Interest Rate; (vii) the date on which the first Monthly Payment was due on the Mortgage Loan, and, if such date is not the Due Date currently in effect, such Due Date; (viii) the stated maturity date; (ix) the amount of the Monthly Payment as of the Cut-Off Date; (x) the paid-through date; (xi) the original principal amount of the Mortgage Loan; (xii) the principal balance of the Mortgage Loan as of the close of business on the Cut-Off Date, after application of payments of principal due on or before the Cut-Off Date, whether or not collected, and after deduction of any payments collected of scheduled principal due after the Cut-Off Date; (xiii) a code indicating the purpose of the Mortgage Loan; (xiv) a code indicating the documentation style; and (xv) the Appraised Value. With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following information, as of the Cut-Off Date: (i) the number of Mortgage Loans; (ii) the current aggregate outstanding principal balance of the Mortgage Loans; (iii) the weighted average Mortgage Rate of the Mortgage Loans; and (iv) the weighted average months to maturity of the Mortgage Loans. Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 as from time to time are held as a part of the Trust Estate (including any Substitute Mortgage Loans and REO Property), the Mortgage Loans originally so held being identified in the Mortgage Loan Schedule. Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with all riders thereto and amendments thereof. Mortgaged Property: The underlying property securing a Mortgage Loan, which may include Co-op Shares or residential long-term leases. Mortgagor: The obligor on a Mortgage Note. Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of the month preceding the month of the related Distribution Date reduced by the Servicing Fee Rate and the Trustee Fee Rate. Non-PO Percentage: As to any Discount Mortgage Loan, a fraction (expressed as a percentage), the numerator of which is the Net Mortgage Interest Rate of such Discount Mortgage Loan and the denominator of which is 7.000%. As to any Mortgage Loan that is not a Discount Mortgage Loan, 100%. Non-PO Principal Amount: As to any Distribution Date, the sum of the applicable Non-PO Percentage of (a) the principal portion of each Monthly Payment (without giving effect, prior to the reduction of the Bankruptcy Loss Amount to zero, to any reductions thereof caused by any Debt Service Reductions) due on each Mortgage Loan on the related Due Date, (b) the Stated Principal Balance, as of the date of repurchase, of each Mortgage Loan that was repurchased by the Depositor pursuant to this Agreement as of such Distribution Date, (c) any Substitution Adjustment Amount in connection with a Defective Mortgage Loan received with respect to such Distribution Date, (d) any Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that are not yet Liquidated Mortgage Loans received during the calendar month preceding the month of such Distribution Date, (e) with respect to each Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the amount of Liquidation Proceeds allocable to principal received during the calendar month preceding the month of such Distribution Date with respect to such Mortgage Loan and (f) all Principal Prepayments received during the calendar month preceding the month of such Distribution Date. Non-Supported Interest Shortfalls: As to any Distribution Date, the amount, if any, by which the aggregate of Prepayment Interest Shortfalls exceeds Compensating Interest for such Distribution Date. Non-U.S. Person: A Person other than a U.S. Person. Nonrecoverable Advance: Any portion of an Advance previously made or proposed to be made in respect of a Mortgage Loan which has not been previously reimbursed and which, in the good faith judgment of the Servicer, will not or, in the case of a proposed Advance, would not be ultimately recoverable from the related Mortgagor, related Liquidation Proceeds, or other recoveries in respect of the related Mortgage Loan. Offered Certificates: The Class A, Class B-1, Class B-2 and Class B-3 Certificates. Officer's Certificate: A certificate signed by the Chairman of the Board, Vice Chairman of the Board, President or a Vice President and by the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant Secretaries, or any other duly authorized officer of the Depositor or the Servicer, as the case may be, and delivered to the Trustee. Opinion of Counsel: A written opinion of counsel acceptable to the Trustee, who may be counsel for the Depositor or the Servicer, except that any opinion of counsel relating to the qualification of the Trust Estate as a REMIC or compliance with the REMIC Provisions must be an opinion of Independent counsel. Original Fractional Interest: With respect to each of the following Classes of Subordinate Certificates, the corresponding percentage described below, as of the Closing Date: Class B-1 1.85% Class B-2 1.10% Class B-3 0.65% Class B-4 0.40% Class B-5 0.20% Class B-6 0.00% Original Subordinate Certificate Balance: $18,010,762.42. OTS: The Office of Thrift Supervision. Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which was not the subject of a Principal Prepayment in Full prior to such Due Date, which did not become a Liquidated Mortgage Loan prior to such Due Date and which was not purchased from the Trust prior to such Due Date pursuant to Sections 2.02 or 2.04. Ownership Interest: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee. Pass-Through Rate: As to each Class of interest-bearing Certificates, the per annum rate set forth in the Preliminary Statement. Paying Agent: As defined in Section 9.13. Percentage Interest: As to any Certificate, the percentage obtained by dividing the initial Certificate Balance of such Certificate by the Initial Class Certificate Balance of the Class of which such Certificate is a part. Periodic Advance: The payment required to be made by the Servicer with respect to any Distribution Date pursuant to Section 3.20, the amount of any such payment being equal to the aggregate of Monthly Payments (net of the Servicing Fee) on the Mortgage Loans (including any REO Property) that were due on the related Due Date and not received as of the close of business on the related Determination Date, less the aggregate amount of any such delinquent payments that the Servicer has determined would constitute a Nonrecoverable Advance if advanced. Permitted Investments: One or more of the following: (i) obligations of or guaranteed as to principal and interest by the United States, FHLMC, FNMA or any agency or instrumentality of the United States when such obligations are backed by the full faith and credit of the United States; provided that such obligations of FHLMC or FNMA shall be limited to senior debt obligations and mortgage participation certificates other than investments in mortgage-backed or mortgage participation securities with yields evidencing extreme sensitivity to the rate of principal payments on the underlying mortgages, which shall not constitute Permitted Investments hereunder; (ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof with a corporation incorporated under the laws of the United States or any state thereof rated not lower than "P-1" by Moody's and "F-1" by Fitch; (iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers' acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers' acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof, rated not lower than "P-1" by Moody's and "F-1" by Fitch; (iv) commercial paper (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which is rated not lower than "P-1" by Moody's and "F-1" by Fitch; (v) investments in money market funds (including funds of the Trustee or its affiliates, or funds for which an affiliate of the Trustee acts as advisor, as well as funds for which the Trustee and its affiliates may receive compensation) rated either "Aaa" by Moody's, and "AAA" by Fitch or otherwise approved in writing by each Rating Agency; and (vi) other obligations or securities that are acceptable to each Rating Agency and, as evidenced by an Opinion of Counsel obtained by the Servicer, will not affect the qualification of the Trust Estate as a REMIC; provided, however, that no instrument shall be a Permitted Investment if it represents either (a) the right to receive only interest payments with respect to the underlying debt instrument or (b) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations. Permitted Transferee: Any Person other than (i) the United States, or any State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) (except certain farmers' cooperatives described in Code Section 521), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2)(C) and (v) any other Person so designated by the Servicer based on an Opinion of Counsel to the effect that any transfer to such Person may cause the Trust or any other Holder of a Residual Certificate to incur tax liability that would not be imposed other than on account of such transfer. The terms "United States," "State" and "international organization" shall have the meanings set forth in Code Section 7701 or successor provisions. Person: Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. Physical Certificates: The Class A-R, Class B-4, Class B-5 and Class B-6 Certificates. Plan: As defined in Section 6.02(e). PO Percentage: As to any Discount Mortgage Loan, 100% minus the Non-PO Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a Discount Mortgage Loan, 0%. PO Principal Amount: As to any Distribution Date, the sum of the applicable PO Percentage of (a) the principal portion of each Monthly Payment (without giving effect, prior to the reduction of the Bankruptcy Loss Amount to zero, to any reductions thereof caused by any Debt Service Reductions) due on each Mortgage Loan on the related Due Date, (b) the Stated Principal Balance, as of the date of repurchase, of each Mortgage Loan that was repurchased by the related Seller or the Depositor pursuant to this Agreement as of such Distribution Date, (c) any Substitution Adjustment Amount in connection with any Defective Mortgage Loan received with respect to such Distribution Date, (d) any Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that are not yet Liquidated Mortgage Loans received during the calendar month preceding the month of such Distribution Date, (e) with respect to each Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the amount of Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan during the calendar month preceding the month of such Distribution Date with respect to such Mortgage Loan and (f) all Principal Prepayments received during the calendar month preceding the month of such Distribution Date. Pool Distribution Amount: As to any Distribution Date, the excess of (a) the sum of (i) the aggregate of (A) the interest portion of any Monthly Payment (net of the Servicing Fee) and the principal portion of any Monthly Payment due on the Due Date in the month in which such Distribution Date occurs and which is received prior to the related Determination Date and (B) all Periodic Advances and payments of Compensating Interest made by the Servicer in respect of such Distribution Date deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(vii); (ii) all Liquidation Proceeds received during the preceding calendar month and deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(iii); (iii) all Principal Prepayments received during the month preceding the month of such Distribution Date and deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(i) during such period; (iv) in connection with Defective Mortgage Loans, as applicable, the aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited on the related Remittance Date pursuant to Section 3.08(b)(vi); and (v) any other amounts in the Servicer Custodial Account deposited therein pursuant to Sections 3.08(b)(iv), (v) and (viii) in respect of such Distribution Date; over (b) any (i) amounts permitted to be withdrawn from the Servicer Custodial Account pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a) and (ii) amounts permitted to be withdrawn from the Certificate Account pursuant to clauses (i) and (ii) of Section 3.11(b). Pool Stated Principal Balance: As to any Distribution Date, the aggregate Stated Principal Balances of all Mortgage Loans that were Outstanding Mortgage Loans immediately following the Due Date in the month of such Distribution Date. Premium Mortgage Loan: Any Mortgage Loan with a Net Mortgage Interest Rate that is equal to or more than 7.000% per annum. Prepayment Interest Shortfall: As to any Distribution Date and each Mortgage Loan subject to a Principal Prepayment received during the calendar month preceding such Distribution Date, the amount, if any, by which one month's interest at the related Mortgage Interest Rate (net of the Servicing Fee) on such Principal Prepayment exceeds the amount of interest paid in connection with such Principal Prepayment. Primary Insurance Policy: Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan, in each case issued by an insurer acceptable to FNMA or FHLMC. Principal-Only Certificates: Any Class of Certificates entitled to distributions of principal, but to no distributions of interest. The Class A-PO Certificates are the only Class of Principal-Only Certificates. Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan (other than Liquidation Proceeds) which is received in advance of its scheduled Due Date and is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment. Principal Prepayment in Full: Any Principal Prepayment of the entire principal balance of a Mortgage Loan. Priority Amount: As to any Distribution Date, the lesser of (i) the Class Certificate Balance of the Class A-5 Certificates and (ii) the product of (a) the Shift Percentage, (b) the Priority Percentage and (c) the Non-PO Principal Amount. Priority Percentage: As to any Distribution Date, the percentage equivalent (carried to six places rounded up) of a fraction the numerator of which is the Class Certificate Balance of the Class A-5 Certificates immediately prior to such date and the denominator of which is the aggregate of the Class Certificate Balances of all Classes of Certificates (other than the Class A-PO Certificates) immediately prior to such date. Private Certificates: The Class B-4, Class B-5 and Class B-6 Certificates. Pro Rata Share: As to any Distribution Date and any Class of Subordinate Certificates that is not a Restricted Class, the portion of the Subordinate Principal Distribution Amount allocable to such Class, equal to the product of the Subordinate Principal Distribution Amount for such Distribution Date and a fraction, the numerator of which is the related Class Certificate Balance thereof and the denominator of which is the aggregate Class Certificate Balance of the Subordinate Certificates that are not Restricted Classes. The Pro Rata Share of a Restricted Class shall be 0%. Qualified Appraiser: An appraiser of a Mortgaged Property duly appointed by the originator of the related Mortgage Loan, who had no interest, direct or indirect, in such Mortgaged Property or in any loan made on the security thereof, whose compensation is not affected by the approval or disapproval of the related Mortgage Loan and who met the minimum qualifications of FNMA or FHLMC. Rating Agency: Each of Fitch and Moody's. If either such organization or a successor is no longer in existence, "Rating Agency" shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee. References herein to a given rating or rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers. Realized Loss: With respect to each Liquidated Mortgage Loan, an amount as of the date of such liquidation, equal to (i) the unpaid principal balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the Net Mortgage Interest Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date in the month in which Liquidation Proceeds are required to be distributed on the Stated Principal Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Net Mortgage Interest Rate and to principal of the Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage Note has been reduced, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect to each Mortgage Loan that has become the subject of a Debt Service Reduction and any Distribution Date, the amount, if any, by which the principal portion of the related Monthly Payment has been reduced. Record Date: The last day of the month (or, if such day is not a Business Day, the preceding Business Day) preceding the month of the related Distribution Date. Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property. Regular Certificates: As defined in the Preliminary Statement hereto. Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as amended. Relief Act Reduction: With respect to any Distribution Date, for any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the application of the Relief Act, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest accrued pursuant to the terms of the Mortgage Note on the same principal amount and for the same period as the interest collectible on such Mortgage Loan for the most recently ended calendar month. REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code. The "REMIC" means the REMIC constituted by the Trust Estate. REMIC Certificate Maturity Date: The "latest possible maturity date" of the Regular Certificates as that term is defined in Section 2.07. REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time, as well as provisions of applicable state laws. Remittance Date: As to any Distribution Date, by 2:00 p.m. Eastern time on the Business Day immediately preceding such Distribution Date. REO Disposition Period: As defined in Section 3.14. REO Proceeds: Proceeds, net of any related expenses of the Servicer, received in respect of any REO Property (including, without limitation, proceeds from the rental of the related Mortgaged Property) which are received prior to the final liquidation of such Mortgaged Property. REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan. Repurchase Price: As to any Defective Mortgage Loan repurchased on any date pursuant to Sections 2.02 or 2.04, an amount equal to the sum of (i) the unpaid principal balance thereof and (ii) the unpaid accrued interest thereon at the applicable Mortgage Interest Rate from the Due Date to which interest was last paid by the Mortgagor to the first day of the month following the month in which such Mortgage Loan became eligible to be repurchased. Request for Release: The Request for Release submitted by the Servicer to the Trustee or the Custodian on behalf of the Trustee, substantially in the form of Exhibit E. Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is required to be maintained from time to time under this Agreement in respect of such Mortgage Loan. Residual Certificate: The Class A-R Certificate. Responsible Officer: When used with respect to the Trustee, any officer of the Corporate Trust Department of the Trustee, including any Senior Vice President, any Vice President, any Assistant Vice President, any Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and having responsibility for the administration of this Agreement. Restricted Classes: As defined in Section 5.02(d). Seller: Bank of America, N.A., a national banking association, or its successor in interest, as seller of the Mortgage Loans under the Mortgage Loan Purchase Agreement. Senior Certificates: The Class A Certificates. Senior Credit Support Depletion Date: The date on which the aggregate Class Certificate Balance of the Subordinate Certificates is reduced to zero. Senior Percentage: With respect to any Distribution Date, the percentage, carried six places rounded up, obtained by dividing the aggregate Class Certificate Balance of the Senior Certificates (other than the Class A-PO Certificates) immediately prior to such Distribution Date by the aggregate Class Certificate Balance of all Classes of Certificates (other than the Class A-PO Certificates) immediately prior to such Distribution Date. Senior Prepayment Percentage: For any Distribution Date during the five years beginning on the first Distribution Date, 100%. The Senior Prepayment Percentage for any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date will, except as provided herein, be as follows: for any Distribution Date in the first year thereafter, the Senior Percentage plus 70% of the Subordinate Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the Senior Percentage plus 60% of the Subordinate Percentage for such Distribution Date; for any Distribution Date in the third year thereafter, the Senior Percentage plus 40% of the Subordinate Percentage for such Distribution Date; for any Distribution Date in the fourth year thereafter, the Senior Percentage plus 20% of the Subordinate Percentage for such Distribution Date; and for any Distribution Date in the fifth or later years thereafter, the Senior Percentage for such Distribution Date (unless on any of the foregoing Distribution Dates the Senior Percentage exceeds the initial Senior Percentage, in which case the Senior Prepayment Percentage for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage will occur unless both of the Senior Step Down Conditions are satisfied. Senior Principal Distribution Amount: As to any Distribution Date, the sum of (i) the Senior Percentage of the applicable Non-PO Percentage of all amounts described in clauses (a) through (d) of the definition of "Non-PO Principal Amount" for such Distribution Date and (ii) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in clauses (e) and (f) of the definition of "Non-PO Principal Amount" for such Distribution Date; provided, however, that if a Debt Service Reduction that is an Excess Loss is sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage Loan, the Senior Principal Distribution Amount will be reduced on the related Distribution Date by the Senior Percentage of the Non-PO Percentage of the principal portion of such Debt Service Reduction. Senior Step Down Conditions: As of any Distribution Date as to which any decrease in the Senior Prepayment Percentage applies, (i) the outstanding principal balance of all Mortgage Loans (including, for this purpose, any Mortgage Loans in foreclosure or any REO Property) delinquent 60 days or more (averaged over the preceding six month period), as a percentage of the aggregate Class Certificate Balance of the Subordinate Certificates (averaged over the preceding six-month period), is not equal to or greater than 50% or (ii) cumulative Realized Losses with respect to the Mortgage Loans as of the applicable Distribution Date do not exceed the percentages of the Original Subordinate Certificate Balance set forth below: Percentage of Original Subordinate Distribution Date Occurring Certificate Balance April 2006 through March 2007 30% April 2007 through March 2007 35% April 2008 through March 2008 40% April 2009 through March 2009 45% April 2010 and thereafter 50% Servicer: Bank of America, N.A., a national banking association, or its successor in interest, in its capacity as servicer of the Mortgage Loans, or any successor servicer appointed as herein provided. Servicer Advance Date: As to any Distribution Date, 11:30 a.m., Eastern time, on the Business Day immediately preceding such Distribution Date. Servicer Custodial Account: The separate Eligible Account or Accounts created and maintained by the Servicer pursuant to Section 3.08(b). Servicer's Certificate: The monthly report required by Section 4.01. Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses incurred in the performance by the Servicer of its servicing obligations, including, but not limited to (i) the preservation, restoration and protection of a Mortgaged Property, (ii) expenses reimbursable to the Servicer pursuant to Section 3.14 and any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any REO Property and (iv) compliance with the obligations under Section 3.12. Servicing Fee: With respect to each Mortgage Loan and Distribution Date, the amount of the fee payable to the Servicer, which shall, for such Distribution Date, be equal to one-twelfth of the product of the Servicing Fee Rate with respect to such Mortgage Loan and the Stated Principal Balance of such Mortgage Loan, subject to reduction as provided in Section 3.17. Such fee shall be payable monthly, computed on the basis of the same Stated Principal Balance and period respecting which any related interest payment on a Mortgage Loan is computed. The Servicer's right to receive the Servicing Fee is limited to, and payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds and other proceeds, to the extent permitted by Section 3.11) of related Monthly Payments collected by the Servicer, or as otherwise provided under Section 3.11. Servicing Fee Rate: With respect to each Mortgage Loan, the per annum rate equal to (i) the related Mortgage Interest Rate less (ii) the sum of 7.000% and the Trustee Fee Rate; provided, however, that the Servicing Fee Rate will not be less than 0.25% per annum with respect to any Mortgage Loan. Servicing File: The items pertaining to a particular Mortgage Loan referred to in Exhibit J hereto, and any additional documents required to be added to the Servicing File pursuant to the Agreement. Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers furnished to the Trustee by the Servicer, as such list may from time to time be amended. Shift Percentage: As to any Distribution Date, the percentage indicated below: Distribution Date Occurring In Shift Percentage April 2001 through March 2006.................. 0% April 2006 through March 2007.................. 30% April 2007 through March 2008.................. 40% April 2008 through March 2009.................. 60% April 2009 through March 2010.................. 80% April 2010 and thereafter...................... 100% Similar Law: As defined in Section 6.02(e). Special Hazard Loss: As to a Mortgaged Property, any Realized Loss on account of direct physical loss, exclusive of (i) any loss covered by a hazard policy or a flood insurance policy maintained in respect of such Mortgaged Property pursuant to Section 3.12 and (ii) any loss caused by or resulting from: (a) (i) wear and tear, deterioration, rust or corrosion, mold, wet or dry rot; inherent vice or latent defect; animals, birds, vermin or insects; or (ii) settling, subsidence, cracking, shrinkage, building or expansion of pavements, foundations, walls, floors, roofs or ceilings; (b) errors in design, faulty workmanship or faulty materials, unless the collapse of the property or a part thereof ensues and then only for the ensuing loss; (c) nuclear or chemical reaction or nuclear radiation or radioactive or chemical contamination, all whether controlled or uncontrolled, and whether such loss is direct or indirect, proximate or remote; or (d) (i) hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack (A) by any government or sovereign power (de jure or de facto), or by any authority maintaining or using military, naval or air forces; or (B) by military, naval or air forces; or (C) by an agent of any such government, power, authority or forces; (ii) any weapon of war or facility for producing same employing atomic fission, radioactive force or chemical or biological contaminants, whether in time of peace or war; or (iii) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating 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. Special Hazard Loss Amount: As to any Distribution Date, the lesser of (a) the greatest of (i) 1% of the Pool Stated Principal Balance of the Mortgage Loans, (ii) twice the principal balance of the largest Mortgage Loan, and (iii) the aggregate principal balance of all Mortgage Loans secured by Mortgaged Properties located in the single California five-digit postal zip code having the highest aggregate principal balance of any zip code area (all principal balances to be calculated as of the first day of the month preceding such Distribution Date after giving effect to Monthly Payments then due, whether or not paid) and (b) the Initial Special Hazard Loss Amount, reduced (but not below zero) by the amount of Realized Losses in respect of Special Hazard Mortgage Loans previously incurred during the period from the Cut-Off Date through the last day of the month preceding the month of such Distribution Date. The Special Hazard Loss Amount may be further reduced from time to time below the amounts specified above with the written consent of the Rating Agencies and without resulting in a downgrading to the then-current rating of the Certificates. Special Hazard Mortgage Loan: Any Liquidated Mortgage Loan as to which the ability to recover thereon was substantially impaired by reason of a hazard or loss not covered by a hazard policy or flood insurance policy maintained in respect of such Mortgaged Property pursuant to Section 3.12. Stated Principal Balance: As to any Mortgage Loan and date, the unpaid principal balance of such Mortgage Loan as of the Due Date immediately preceding such date as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous partial Principal Prepayments and Liquidation Proceeds allocable to principal (other than with respect to any Liquidated Mortgage Loan) and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor, and after giving effect to any Deficient Valuation. Subordinate Certificates: The Class B Certificates. Subordinate Percentage: As of any Distribution Date, 100% minus the Senior Percentage for such Distribution Date. Subordinate Prepayment Percentage: As to any Distribution Date, 100% minus the Senior Prepayment Percentage for such Distribution Date. Subordinate Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the sum of (i) the Subordinate Percentage of the applicable Non-PO Percentage of all amounts described in clauses (a) through (d) of the definition of "Non-PO Principal Amount" for such Distribution Date and (ii) the Subordinate Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in clauses (e) and (f) of the definition of "Non-PO Principal Amount" for such Distribution Date; provided, however, that if a Debt Service Reduction that is an Excess Loss is sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage Loan, the Subordinate Principal Distribution Amount will be reduced on the related Distribution Date by the Subordinate Percentage of the applicable Non-PO Percentage of the principal portion of such Debt Service Reduction. Subservicer: Any Person with which the Servicer has entered into a Subservicing Agreement and which satisfies the requirements set forth therein. Subservicing Agreement: Any subservicing agreement (which, in the event the Subservicer is an affiliate of the Servicer, need not be in writing) between the Servicer and any Subservicer relating to servicing and/or administration of certain Mortgage Loans as provided in Section 3.02. Substitute Mortgage Loan: A Mortgage Loan substituted for a Defective Mortgage Loan which must, on the date of such substitution (i) have a Stated Principal Balance, after deduction of the principal portion of the Monthly Payment due in the month of substitution, not in excess of, and not more than 10% less than, the Stated Principal Balance of the Defective Mortgage Loan; (ii) have a Net Mortgage Interest Rate equal to that of the Defective Mortgage Loan; (iii) have a Loan-to-Value Ratio not higher than that of the Defective Mortgage Loan; (iv) have a remaining term to maturity not greater than (and not more than one year less than) that of the Defective Mortgage Loan; and (v) comply with each Mortgage Loan representation and warranty set forth in the Sale Agreement relating to the Defective Mortgage Loan. More than one Substitute Mortgage Loan may be substituted for a Defective Mortgage Loan if such Substitute Mortgage Loans meet the foregoing attributes in the aggregate. Substitution Adjustment Amount: As defined in Section 2.02. Tax Matters Person: The person designated as "tax matters person" in accordance with Section 5.06 and the manner provided under Treasury Regulation ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1. Treasury Regulations: The final and temporary regulations promulgated under the Code by the U.S. Department of the Treasury. Trust: The trust created by this Agreement. Trust Estate: The corpus of the Trust created to the extent described herein, consisting of the Mortgage Loans, such assets as shall from time to time be identified as deposited in the Servicer Custodial Account or the Certificate Account, in accordance with this Agreement, REO Property, the Primary Insurance Policies and any other Required Insurance Policy. Trustee: The Bank of New York, and its successors-in-interest and, if a successor trustee is appointed hereunder, such successor, as trustee. Trustee Fee: As to any Distribution Date, an amount equal to one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal Balance of the Mortgage Loans immediately following the Due Date in the month preceding the month in which such Distribution Date occurs. Trustee Fee Rate: With respect to each Mortgage Loan, 0.0040% per annum. Underwriting Guidelines: The underwriting guidelines of Bank of America, N.A. U.S. Person: A citizen or resident of the United States, a corporation or partnership (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including an entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as U.S. Persons). Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. As of any date of determination, (a) 1% of all Voting Rights shall be allocated to the Holder of the Residual Certificate, and (b) the remaining Voting Rights shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Balances of their respective Certificates on such date. Section 1.02 Interest Calculations. All calculations of interest will be made on a 360-day year consisting of twelve 30-day months. All dollar amounts calculated hereunder shall be rounded to the nearest penny with one-half of one penny being rounded down. ARTICLE II CONVEYANCE OF MORTGAGE LOANS ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-Off Date). The foregoing sale, transfer, assignment and set over does not and is not intended to result in a creation of an assumption by the Trustee of any obligation of the Depositor or any other Person in connection with the Mortgage Loans or any agreement or instrument relating thereto, except as specifically set forth herein. (b) In connection with such transfer and assignment, the Depositor has delivered or caused to be delivered to the Trustee, for the benefit of the Certificateholders, the following documents or instruments with respect to each Mortgage Loan so assigned: (i) the original Mortgage Note, endorsed by manual or facsimile signature in the following form: "Pay to the order of The Bank of New York, as Trustee, without recourse," with all necessary intervening endorsements showing a complete chain of endorsement from the originator to the Trustee (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); (ii) except as provided below, the original recorded Mortgage with evidence of a recording thereon, or if any such Mortgage has not been returned from the applicable recording office or has been lost, or if such public recording office retains the original recorded Mortgage, a copy of such Mortgage certified by the Depositor as being a true and correct copy of the Mortgage; (iii) subject to the provisos at the end of this paragraph, a duly executed Assignment of Mortgage to "The Bank of New York, as trustee for the holders of the Bank of America Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series 2001-3" (which may be included in a blanket assignment or assignments), together with, except as provided below, originals of all interim recorded assignments of such mortgage or a copy of such interim assignment certified by the Depositor as being a true and complete copy of the original recorded intervening assignments of Mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such Assignment of Mortgage may exclude the information to be provided by the recording office; and provided, further, if the related Mortgage has been recorded in the name of Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, no Assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Servicer shall take all actions as are necessary to cause the Trust to be shown as the owner of the related Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS; (iv) the originals of all assumption, modification, consolidation or extension agreements, if any, with evidence of recording thereon, if any; (v) the original or duplicate original mortgagee title insurance policy and all riders thereto; (vi) the original of any guarantee executed in connection with the Mortgage Note; (vii) for each Mortgage Loan which is secured by a residential long-term lease, a copy of the lease with evidence of recording indicated thereon, or, if the lease is in the process of being recorded, a photocopy of the lease, certified by an officer of the respective prior owner of such Mortgage Loan or by the applicable title insurance company, closing/settlement/escrow agent or company or closing attorney to be a true and correct copy of the lease transmitted for recordation; (viii) the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and (ix) for each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (A) The stock certificate; (B) The stock power executed in blank; (C) The executed proprietary lease; (D) The executed recognition agreement; (E) The executed assignment of recognition agreement; (F) The executed UCC-1 financing statement with evidence of recording thereon; and (G) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). provided, however, that on the Closing Date, with respect to item (iii), the Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in blank and has caused the Servicer to retain the completed Assignment of Mortgage for recording as described below, unless such Mortgage has been recorded in the name of MERS or its designee. In addition, if the Depositor is unable to deliver or cause the delivery of any original Mortgage Note due to the loss of such original Mortgage Note, the Depositor may deliver a copy of such Mortgage Note, together with a lost note affidavit, and shall thereby be deemed to have satisfied the document delivery requirements of this Section 2.01(b). As set forth on Exhibit L attached hereto is a list of all states where recordation is required by either Rating Agency to obtain the initial ratings of the Certificates. The Trustee may rely and shall be protected in relying upon the information contained in such Exhibit L. If in connection with any Mortgage Loans, the Depositor cannot deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all assumption, modification, consolidation or extension agreements, if any, or (D) the lender's title policy (together with all riders thereto) satisfying the requirements of clause (ii), (iii), (iv) or (v) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office in the case of clause (ii), (iii) or (iv) above, or because the title policy has not been delivered to either the Servicer or the Depositor by the applicable title insurer in the case of clause (v) above, the Depositor shall promptly deliver or cause to be delivered to the Trustee or the Custodian on behalf of the Trustee, in the case of clause (ii), (iii) or (iv) above, such Mortgage, such interim assignment or such assumption, modification, consolidation or extension agreement, as the case may be, with evidence of recording indicated thereon upon receipt thereof from the public recording office, but in no event shall any such delivery of any such documents or instruments be made later than one year following the Closing Date, unless, in the case of clause (ii), (iii) or (iv) above, there has been a continuing delay at the applicable recording office or, in the case of clause (v), there has been a continuing delay at the applicable insurer and the Depositor has delivered the Officer's Certificate to such effect to the Trustee. The Depositor shall forward or cause to be forwarded to the Trustee (1) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (2) any other documents required to be delivered by the Depositor or the Servicer to the Trustee or the Custodian on the Trustee's behalf. In the event that the original Mortgage is not delivered and in connection with the payment in full of the related Mortgage Loan the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent document, because only a copy of the Mortgage can be delivered with the instrument of satisfaction or reconveyance, the Servicer shall prepare, execute and deliver or cause to be prepared, executed and delivered, on behalf of the Trust, such a document to the public recording office. As promptly as practicable subsequent to such transfer and assignment, and in any event, within 30 days thereafter, the Servicer shall (except for any Mortgage which has been recorded in the name of MERS or its designee) (I) cause each Assignment of Mortgage to be in proper form for recording in the appropriate public office for real property records within 30 days of the Closing Date and (II) at the Depositor's expense, cause to be delivered for recording in the appropriate public office for real property records the Assignments of the Mortgages to the Trustee, except that, with respect to any Assignment of a Mortgage as to which the Servicer has not received the information required to prepare such assignment in recordable form, the Servicer's obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event within 30 days after the receipt thereof and, no recording of an Assignment of Mortgage will be required in a state if either (i) the Depositor furnishes to the Trustee an unqualified Opinion of Counsel reasonably acceptable to the Trustee to the effect that recordation of such assignment is not necessary under applicable state law to preserve the Trustee's interest in the related Mortgage Loan against the claim of any subsequent transferee of such Mortgage Loan or any successor to, or creditor of, the Depositor or the originator of such Mortgage Loan or (ii) the recordation of an Assignment of Mortgage in such state is not required by either Rating Agency in order to obtain the initial ratings on the Certificates on the Closing Date. In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the Depositor, in lieu of delivering the above documents to the Trustee, or the Custodian on the Trustee's behalf, will cause the Servicer to deposit in the Servicer Custodial Account the portion of such payment that is required to be deposited in the Servicer Custodial Account pursuant to Section 3.08. Section 2.02 Acceptance by the Trustee of the Mortgage Loans. Subject to the provisions of the following paragraph, the Trustee declares that it, or the Custodian as its agent, will hold the documents referred to in Section 2.01 and the other documents delivered to it constituting the Mortgage Files, and that it will hold such other assets as are included in the Trust Estate, in trust for the exclusive use and benefit of all present and future Certificateholders. Within 90 days after the execution and delivery of this Agreement, the Trustee shall review, or cause the Custodian to review, the Mortgage Files in its possession. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01 or is omitted from such Mortgage File, the Trustee shall promptly so notify the Servicer and the Depositor, or shall cause the Custodian to promptly so notify the Servicer and the Depositor. In performing any such review, the Trustee or the Custodian may conclusively rely on the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's or the Custodian's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 2.01 appear on their face to have been executed and relate to the Mortgage Loans identified in the Mortgage Loan Schedule. Neither the Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. The Depositor hereby covenants and agrees that it will promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the Depositor does not correct or cure such defect within such period, the Depositor will either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth below or (b) purchase such Mortgage Loan from the Trustee at the Repurchase Price for such Mortgage Loan; provided, however, that in no event shall such a substitution occur more than two years from the Closing Date; provided, further, that such substitution or repurchase shall occur within 90 days of when such defect was discovered if such defect will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code. With respect to each Substitute Mortgage Loan the Depositor shall deliver to the Trustee, for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage which has been recorded in the name of MERS or its designee), and such other documents and agreements as are otherwise required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall not be part of the Trust Estate and will be retained by the Depositor. For the month of substitution, distributions to Certificateholders will include the Monthly Payment due for such month on any Defective Mortgage Loan for which the Depositor has substituted a Substitute Mortgage Loan. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of each Mortgage Loan that has become a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee and the Custodian. Upon such substitution, each Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects, and the Depositor shall be deemed to have made to the Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and warranties made pursuant to Section 2.04. Upon any such substitution and the deposit to the Servicer Custodial Account of any required Substitution Adjustment Amount (as described in the next paragraph) and receipt of a Request for Release, the Trustee shall release, or shall direct the Custodian to release, the Mortgage File relating to such Defective Mortgage Loan to the Depositor and shall execute and deliver at the Depositor's direction such instruments of transfer or assignment prepared by the Depositor, in each case without recourse, as shall be necessary to vest title in the Depositor, or its designee, to the Trustee's interest in any Defective Mortgage Loan substituted for pursuant to this Section 2.02. For any month in which the Depositor substitutes one or more Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Defective Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution) (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Defective Mortgage Loans shall be deposited into the Certificate Account by the Depositor on or before the Remittance Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder. The Trustee shall retain or shall cause the Custodian to retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Trustee, upon the execution or, in the case of documents requiring recording, receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the Servicer's possession from time to time. It is understood and agreed that the obligation of the Depositor to substitute for or to purchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee and any Certificateholder against the Depositor. The Trustee or the Custodian, on behalf of the Trustee, shall be under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face or (ii) to determine whether any Mortgage File should include any of the documents specified in Section 2.01(b)(iv), (vi), (vii) and (viii). Section 2.03 Representations, Warranties and Covenants of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Section 2.04 Representations and Warranties of the Depositor as to the Mortgage Loans. The Depositor hereby represents and warrants to the Trustee with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of the date hereof or such other date set forth herein that as of the Closing Date: (i) The information set forth in the Mortgage Loan Schedule is true and correct in all material respects. (ii) There are no delinquent taxes, ground rents, governmental assessments, insurance premiums, leasehold payments, including assessments payable in future installments or other outstanding charges affecting the lien priority of the related Mortgaged Property. (iii) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, recorded in the applicable public recording office if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the Trustee; the substance of any such waiver, alteration or modification has been approved by the insurer under the Primary Insurance Policy, if any, the title insurer, to the extent required by the related policy, and is reflected on the Mortgage Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the insurer under the Primary Insurance Policy, if any, the title insurer, to the extent required by the policy, and which assumption agreement has been delivered to the Trustee. (iv) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. (v) All buildings upon the Mortgaged Property are insured by an insurer generally acceptable to prudent mortgage lending institutions against loss by fire, hazards of extended coverage and such other hazards as are customary in the area the Mortgaged Property is located, pursuant to insurance policies conforming to the requirements of Customary Servicing Procedures and this Agreement. All such insurance policies contain a standard mortgagee clause naming the originator of the Mortgage Loan, its successors and assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged Property is in an area identified on a flood hazard map or flood insurance rate map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of FNMA or FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor. (vi) Any and all requirements of any federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures, consumer credit protections, equal credit opportunity or disclosure laws applicable to the origination and servicing of Mortgage Loan have been complied with. (vii) The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part (other than as to Principal Prepayments in full which may have been received prior to the Closing Date), and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release. (viii) The Mortgage is a valid, existing and enforceable first lien on the Mortgaged Property, including all improvements on the Mortgaged Property subject only to (A) the lien of current real property taxes and assessments not yet due and payable, (B) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender's title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the Appraised Value of the Mortgaged Property, (C) if the Mortgaged Property consists of Co-op Shares, any lien for amounts due to the cooperative housing corporation for unpaid assessments or charges or any lien of any assignment of rents or maintenance expenses secured by the real property owned by the cooperative housing corporation, and (D) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, existing and enforceable first lien and first priority security interest on the property described therein and the Depositor has the full right to sell and assign the same to the Trustee. (ix) The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. (x) All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. (xi) The proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor and there is no obligation for the Mortgagee to advance additional funds thereunder and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage have been paid, and the Mortgagor is not entitled to any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage. (xii) To the best of the Depositor's knowledge, all parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and all applicable "doing business" and licensing requirements of the laws of the state wherein the Mortgaged Property is located. (xiii) The Mortgage Loan is covered by an ALTA lender's title insurance policy, acceptable to FNMA or FHLMC, issued by a title insurer acceptable to FNMA or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (viii)(A) and (B) above) the Seller, its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan. The Depositor is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and the Depositor has not done, by act or omission, anything which would impair the coverage of such lender's title insurance policy. (xiv) There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and the Seller has not waived any default, breach, violation or event of acceleration. (xv) As of the date of origination of the Mortgage Loan, there had been no mechanics' or similar liens or claims filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the relating Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage. (xvi) All improvements which were considered in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property. (xvii) The Mortgage Loan was originated by a commercial bank or similar banking institution which is supervised and examined by a federal or state authority, or by a mortgagee approved by the Secretary of HUD. (xviii) Principal payments on the Mortgage Loan commenced no more than sixty days after the proceeds of the Mortgaged Loan were disbursed. The Mortgage Loans are 30-year fixed rate mortgage loans having an original term to maturity of not more than 30 years, with interest payable in arrears on the first day of the month. Each Mortgage Note requires a monthly payment which is sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate. The Mortgage Note does not permit negative amortization. (xix) There is no proceeding pending or, to the Depositor's knowledge, threatened for the total or partial condemnation of the Mortgaged Property and such property is in good repair and is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended. (xx) The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including (A) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (B) otherwise by judicial foreclosure. To the best of the Depositor's knowledge, following the date of origination of the Mortgage Loan, the Mortgaged Property has not been subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed for protection under applicable bankruptcy laws. There is no homestead or other exemption or right available to the Mortgagor or any other person which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage. (xxi) The Mortgage Note and Mortgage are on forms acceptable to FNMA or FHLMC. (xxii) The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred to in (viii) above. (xxiii) The Mortgage File contains an appraisal of the related Mortgaged Property, in a form acceptable to FNMA or FHLMC and such appraisal complies with the requirements of FIRREA, and was made and signed, prior to the approval of the Mortgage Loan application, by a Qualified Appraiser. (xxiv) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves, and no fees or expenses are or will become payable by the Trustee to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor. (xxv) No Mortgage Loan is a graduated payment mortgage loan, no Mortgage Loan has a shared appreciation or other contingent interest feature, and no Mortgage Loan contains any "buydown" provision. (xxvi) The Mortgagor has received all disclosure materials required by applicable law with respect to the making of mortgage loans of the same type as the Mortgage Loan and rescission materials required by applicable law if the Mortgage Loan is a Refinance Mortgage Loan. (xxvii) Each Mortgage Loan with a Loan-to-Value Ratio at origination in excess of 80% will be subject to a Primary Insurance Policy, issued by an insurer acceptable to FNMA or FHLMC, which insures that portion of the Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged Property required by FNMA. All provisions of such Primary Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. Any Mortgage subject to any such Primary Insurance Policy obligates the Mortgagor thereunder to maintain such insurance and to pay all premiums and charges in connection therewith at least until Loan-to-Value Ratio of such Mortgage Loan is reduced to less than 80%. The Mortgage Interest Rate for the Mortgage Loan does not include any such insurance premium. (xxviii) To the best of the Depositor's knowledge as of the date of origination of the Mortgage Loan, (A) the Mortgaged Property is lawfully occupied under applicable law, (B) all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy, have been made or obtained from the appropriate authorities and (C) no improvement located on or part of the Mortgaged Property is in violation of any zoning law or regulation. (xxix) The Assignment of Mortgage (except with respect to any Mortgage that has been recorded in the name of MERS or its designee) is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located. (xxx) All payments required to be made prior to the Cut-Off Date for such Mortgage Loan under the terms of the Mortgage Note have been made and no Mortgage Loan has been more than 30 days delinquent more than once in the twelve month period immediately prior to the Cut-Off Date. (xxxi) With respect to each Mortgage Loan, the Depositor or Servicer is in possession of a complete Mortgage File except for the documents which have been delivered to the Trustee or which have been submitted for recording and not yet returned. (xxxii) Immediately prior to the transfer and assignment contemplated herein, the Depositor was the sole owner and holder of the Mortgage Loans. The Mortgage Loans were not assigned or pledged by the Depositor and the Depositor had good and marketable title thereto, and the Depositor had full right to transfer and sell the Mortgage Loans to the Trustee free and clear of any encumbrance, participation interest, lien, equity, pledge, claim or security interest and had full right and authority subject to no interest or participation in, or agreement with any other party to sell or otherwise transfer the Mortgage Loans. (xxxiii) Any future advances made prior to the Cut-Off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee's consolidated interest or by other title evidence acceptable to FNMA and FHLMC. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan. (xxxiv) The Mortgage Loan was underwritten in accordance with the applicable Underwriting Guidelines in effect at the time of origination with exceptions thereto exercised in a reasonable manner. (xxxv) If the Mortgage Loan is secured by a long-term residential lease, (1) the lessor under the lease holds a fee simple interest in the land; (2) the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor's consent and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; (3) the terms of such lease do not (a) allow the termination thereof upon the lessee's default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default, (b) allow the termination of the lease in the event of damage or destruction as long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Property or (d) permit any increase in the rent other than pre-established increases set forth in the lease; (4) the original term of such lease in not less than 15 years; (5) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note; and (6) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates in transferring ownership in residential properties is a widely accepted practice. (xxxvi) The Mortgaged Property is located in the state identified in the Mortgage Loan Schedule and consists of a parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual condominium unit, or an individual unit in a planned unit development, or, in the case of Mortgage Loans secured by Co-op Shares, leases or occupancy agreements; provided, however, that any condominium project or planned unit development generally conforms with the applicable Underwriting Guidelines regarding such dwellings, and no residence or dwelling is a mobile home or a manufactured dwelling. (xxxvii) The Depositor used no adverse selection procedures in selecting the Mortgage Loan for inclusion in the Trust Estate. (xxxviii)Each Mortgage Loan is a "qualified mortgage" within Section 860G(a)(3) of the Code. (xxxix) With respect to each Mortgage where a lost note affidavit has been delivered to the Trustee in place of the related Mortgage Note, the related Mortgage Note is no longer in existence. Notwithstanding the foregoing, no representations or warranties are made by the Depositor as to the environmental condition of any Mortgaged Property; the absence, presence or effect of hazardous wastes or hazardous substances on any Mortgaged Property; any casualty resulting from the presence or effect of hazardous wastes or hazardous substances on, near or emanating from any Mortgaged Property; the impact on Certificateholders of any environmental condition or presence of any hazardous substance on or near any Mortgaged Property; or the compliance of any Mortgaged Property with any environmental laws, nor is any agent, Person or entity otherwise affiliated with the Depositor authorized or able to make any such representation, warranty or assumption of liability relative to any Mortgaged Property. In addition, no representations or warranties are made by the Depositor with respect to the absence or effect of fraud in the origination of any Mortgage Loan. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the respective Mortgage Files to the Trustee or the Custodian and shall inure to the benefit of the Trustee, notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by either the Depositor, the Servicer, the Trustee or the Custodian that any of the representations and warranties set forth in this Section 2.04 is not accurate (referred to herein as a "breach") and that such breach materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided that any such breach that causes the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Certificateholders. Within 90 days of its discovery or its receipt of notice of any such breach, the Depositor shall cure such breach in all material respects or shall either (i) repurchase the Mortgage Loan or any property acquired in respect thereof from the Trustee at a price equal to the Repurchase Price or (ii) if within two years of the Closing Date, substitute for such Mortgage Loan in the manner described in Section 2.02; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such repurchase or substitution must occur within 90 days from the date the breach was discovered. The Repurchase Price of any repurchase described in this paragraph and the Substitution Adjustment Amount, if any, shall be deposited in the Certificate Account. It is understood and agreed that the obligation of the Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged Property as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Certificateholders, or to the Trustee on behalf of Certificateholders, and such obligation shall survive until termination of the Trust hereunder. Section 2.05 Designation of Interests in the REMIC. The Depositor hereby designates the Classes of Class A Certificates (other than the Class A-R Certificate) and the Classes of Class B Certificates as classes of "regular interests" and the Class A-R Certificate as the single class of "residual interest" in the REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. Section 2.06 Designation of Start-up Day. The Closing Date is hereby designated as the "start-up day" of the REMIC within the meaning of Section 860G(a)(9) of the Code. Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" of the regular interests in the REMIC is April 25, 2031. Section 2.08 Execution and Delivery of Certificates. The Trustee has executed and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans together with all other assets included in the definition of "Trust Estate," receipt of which is hereby acknowledged, Certificates in authorized denominations which evidence ownership of the entire Trust Estate. ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 3.01 Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In accordance with the standards of the preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Section 3.02 Subservicing; Enforcement of the Obligations of Servicer. (a) The Servicer may arrange for the subservicing of any Mortgage Loan it services by a Subservicer pursuant to a Subservicing Agreement; provided, however, that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loan in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans it services in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering those Mortgage Loans. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as agent of the Servicer with the same force and effect as if performed directly by the Servicer. (b) For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans it services that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer. (c) As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer engaged by the Servicer under the related Subservicing Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (d) Any Subservicing Agreement entered into by the Servicer shall provide that it may be assumed or terminated by the Trustee, if the Trustee has assumed the duties of the Servicer, or any successor Servicer, at the Trustee's or successor Servicer's option, as applicable, without cost or obligation to the assuming or terminating party or the Trust Estate, upon the assumption by such party of the obligations of the Servicer pursuant to Section 8.05. Any Subservicing Agreement, and any other transactions or services relating to the Mortgage Loans involving a Subservicer, shall be deemed to be between the Servicer and such Subservicer alone, and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims or rights of action against, rights, obligations, duties or liabilities to or with respect to the Subservicer or its officers, directors or employees, except as set forth in Section 3.01. Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with broad coverage on all officers, employees or other persons acting in any capacity requiring such persons to handle funds, money, documents or papers relating to the Mortgage Loans it services. These policies must insure the Servicer against losses resulting from dishonest or fraudulent acts committed by the Servicer's personnel, any employees of outside firms that provide data processing services for the Servicer, and temporary contract employees or student interns. Such fidelity bond shall also protect and insure the Servicer against losses in connection with the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 3.03 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at least equal to the corresponding amounts required by FNMA in the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' & Servicers' Guide, as amended or restated from time to time, or in an amount as may be permitted to the Servicer by express waiver of FNMA or FHLMC. Section 3.04 Access to Certain Documentation. The Servicer shall provide to the OTS and the FDIC and to comparable regulatory authorities supervising Holders of Subordinate Certificates and the examiners and supervisory agents of the OTS, the FDIC and such other authorities, access to the documentation required by applicable regulations of the OTS and the FDIC with respect to the Mortgage Loans. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices designated by the Servicer. Nothing in this Section 3.04 shall limit the obligation of the Servicer to observe any applicable law and the failure of the Servicer to provide access as provided in this Section 3.04 as a result of such obligation shall not constitute a breach of this Section 3.04. Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims. With respect to each Mortgage Loan with a Loan-to-Value Ratio in excess of 80% or such other Loan-to-Value Ratio as may be required by law, the Servicer responsible for servicing such Mortgage Loan shall, without any cost to the Trust Estate, maintain or cause the Mortgagor to maintain in full force and effect a Primary Insurance Policy insuring that portion of the Mortgage Loan in excess of a percentage in conformity with FNMA requirements. The Servicer shall pay or shall cause the Mortgagor to pay the premium thereon on a timely basis, at least until the Loan-to-Value Ratio of such Mortgage Loan is reduced to 80% or such other Loan-to-Value Ratio as may be required by law. If such Primary Insurance Policy is terminated, the Servicer shall obtain from another insurer a comparable replacement policy, with a total coverage equal to the remaining coverage of such terminated Primary Insurance Policy. If the insurer shall cease to be an insurer acceptable to FNMA, the Servicer shall notify the Trustee in writing, it being understood that the Servicer shall not have any responsibility or liability for any failure to recover under the Primary Insurance Policy for such reason. If the Servicer determines that recoveries under the Primary Insurance Policy are jeopardized by the financial condition of the insurer, the Servicer shall obtain from another insurer which meets the requirements of this Section 3.05 a replacement insurance policy. The Servicer shall not take any action that would result in noncoverage under any applicable Primary Insurance Policy of any loss that, but for the actions of the Servicer, would have been covered thereunder. In connection with any assumption or substitution agreement entered into or to be entered into pursuant to Section 3.13, the Servicer shall promptly notify the insurer under the related Primary Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of such Primary Insurance Policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under such Primary Insurance Policy. If such Primary Insurance Policy is terminated as a result of such assumption or substitution of liability, the Servicer shall obtain a replacement Primary Insurance Policy as provided above. In connection with its activities as servicer, the Servicer agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any Primary Insurance Policy in a timely fashion in accordance with the terms of such Primary Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 3.09(a), any amounts collected by the Servicer under any Primary Insurance Policy shall be deposited in the related Escrow Account, subject to withdrawal pursuant to Section 3.09(b). The Servicer will comply with all provisions of applicable state and federal law relating to the cancellation of, or collection of premiums with respect to, Primary Mortgage Insurance, including, but not limited to, the provisions of the Homeowners Protection Act of 1998, and all regulations promulgated thereunder, as amended from time to time. Section 3.06 Rights of the Depositor and the Trustee in Respect of the Servicer. The Depositor may, but is not obligated to, enforce the obligations of the Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Servicer hereunder and in connection with any such defaulted obligation to exercise the related rights of the Servicer hereunder; provided that the Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. Neither the Trustee nor the Depositor shall have any responsibility or liability for any action or failure to act by the Servicer nor shall the Trustee or the Depositor be obligated to supervise the performance of the Servicer hereunder or otherwise. Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.07. The Servicer shall be solely liable for all fees owed by it to any Subservicer, irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. Section 3.07 Trustee to Act as Servicer. If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Trustee shall thereupon assume, if it so elects, or shall appoint a successor Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Trustee shall not be (a) liable for losses of the Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law or (c) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Trustee or the successor Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Trustee or the successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to any Subservicing Agreement entered into by the Servicer as contemplated by Section 3.02 to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not be relieved of any liability or obligations under any such Subservicing Agreement. The Servicer that is no longer the Servicer hereunder shall, upon request of the Trustee, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such substitute Subservicing Agreement to the assuming party. Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial Account; and Certificate Account. (a) Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer will proceed diligently, in accordance with this Agreement, to collect all payments due under each of the Mortgage Loans it services when the same shall become due and payable. Further, the Servicer will in accordance with all applicable law and Customary Servicing Procedures ascertain and estimate taxes, assessments, fire and hazard insurance premiums, mortgage insurance premiums and all other charges with respect to the Mortgage Loans it services that, as provided in any Mortgage, will become due and payable to the end that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable. Consistent with the foregoing, the Servicer may in its discretion (i) waive any late payment charge or any prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan it services and (ii) extend the due dates for payments due on a Mortgage Note for a period not greater than 120 days; provided, however, that the Servicer cannot extend the maturity of any such Mortgage Loan past the date on which the final payment is due on the latest maturing Mortgage Loan as of the Cut-Off Date. In the event of any such arrangement, the Servicer shall make Periodic Advances on the related Mortgage Loan in accordance with the provisions of Section 3.20 during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements. The Servicer shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law. (b) The Servicer shall establish and maintain the Servicer Custodial Account. The Servicer shall deposit or cause to be deposited into the Servicer Custodial Account, all on a daily basis within one Business Day of receipt, except as otherwise specifically provided herein, the following payments and collections remitted by Subservicers or received by the Servicer in respect of the Mortgage Loans subsequent to the Cut-Off Date (other than in respect of principal and interest due on the Mortgage Loans on or before the Cut-Off Date) and the following amounts required to be deposited hereunder with respect to the Mortgage Loans it services: (i) all payments on account of principal of the Mortgage Loans, including Principal Prepayments; (ii) all payments on account of interest on the Mortgage Loans, net of the Servicing Fee; (iii) (A) all Insurance Proceeds and Liquidation Proceeds, other than Insurance Proceeds to be (1) applied to the restoration or repair of the Mortgaged Property, (2) released to the Mortgagor in accordance with Customary Servicing Procedures or (3) required to be deposited to an Escrow Account pursuant to Section 3.09(a) and (B) any Insurance Proceeds released from an Escrow Account pursuant to Section 3.09(b)(iv); (iv) any amount required to be deposited by the Servicer pursuant to Section 3.08(d) in connection with any losses on Permitted Investments with respect to the Servicer Custodial Account; (v) any amounts required to be deposited by the Servicer pursuant to Section 3.14; (vi) all Repurchase Prices and all Substitution Adjustment Amounts received by the Servicer; (vii) Periodic Advances made by the Servicer pursuant to Section 3.20 and any payments of Compensating Interest; and (viii) any other amounts required to be deposited hereunder. The foregoing requirements for deposits to the Servicer Custodial Account by the Servicer shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment penalties, late payment charges or assumption fees, if collected, need not be deposited by the Servicer. If the Servicer shall deposit in the Servicer Custodial Account any amount not required to be deposited, it may at any time withdraw or direct the institution maintaining the Servicer Custodial Account to withdraw such amount from the Servicer Custodial Account, any provision herein to the contrary notwithstanding. The Servicer Custodial Account may contain funds that belong to one or more trust funds created for mortgage pass-through certificates of other series and may contain other funds respecting payments on mortgage loans belonging to the Servicer or serviced by the Servicer on behalf of others. Notwithstanding such commingling of funds, the Servicer shall keep records that accurately reflect the funds on deposit in the Servicer Custodial Account that have been identified by it as being attributable to the Mortgage Loans it services. The Servicer shall maintain adequate records with respect to all withdrawals made pursuant to this Section 3.08. All funds required to be deposited in the Servicer Custodial Account shall be held in trust for the Certificateholders until withdrawn in accordance with Section 3.11. (c) The Trustee shall establish and maintain, on behalf of the Certificateholders, the Certificate Account. The Trustee shall, promptly upon receipt, deposit in the Certificate Account and retain therein the following: (i) the aggregate amount remitted by the Servicer to the Trustee pursuant to Section 3.11(a)(viii); (ii) any amount paid by the Trustee pursuant to Section 3.08(d) in connection with any losses on Permitted Investments with respect to the Certificate Account; and (iii) any other amounts deposited hereunder which are required to be deposited in the Certificate Account. If the Servicer shall remit any amount not required to be remitted, it may at any time direct the Trustee to withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering an Officer's Certificate to the Trustee which describes the amounts deposited in error in the Certificate Account. All funds required to be deposited in the Certificate Account shall be held by the Trustee in trust for the Certificateholders until disbursed in accordance with this Agreement or withdrawn in accordance with Section 3.11. In no event shall the Trustee incur liability for withdrawals from the Certificate Account at the direction of a the Servicer. (d) Each institution at which the Servicer Custodial Account or the Certificate Account is maintained shall invest the funds therein as directed in writing by the Servicer in Permitted Investments, which shall mature not later than (i) in the case of the Servicer Custodial Account, the Business Day next preceding the related Remittance Date (except that if such Permitted Investment is an obligation of the institution that maintains such account, then such Permitted Investment shall mature not later than such Remittance Date) and (ii) in the case of the Certificate Account, the Business Day next preceding the Distribution Date (except that if such Permitted Investment is an obligation of the institution that maintains such account, then such Permitted Investment shall mature not later than such Distribution Date) and, in each case, shall not be sold or disposed of prior to its maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. All income or gain (net of any losses) realized from any such investment of funds on deposit in the Servicer Custodial Account shall be for the benefit of the Servicer as servicing compensation and shall be retained by it monthly as provided herein. All income or gain (net of any losses) realized from any such investment of funds on deposit in the Certificate Account shall be for the benefit of the Trustee as additional compensation and shall be retained by it monthly as provided herein. The amount of any losses realized in the Servicer Custodial Account or the Certificate Account incurred in any such account in respect of any such investments shall promptly be deposited by the Servicer in the Servicer Custodial Account or by the Trustee in the Certificate Account, as applicable. (e) The Servicer shall give notice to the Trustee of any proposed change of the location of the Servicer Custodial Account maintained by the Servicer not later than 30 days and not more than 45 days prior to any change thereof. The Trustee shall give notice to the Servicer, each Rating Agency and the Depositor of any proposed change of the location of the Certificate Account not later than 30 days and not more than 45 days prior to any change thereof. The creation of the Servicer Custodial Account shall be evidenced by a certification substantially in the form of Exhibit F hereto. A copy of such certification shall be furnished to the Trustee. Section 3.09 Collection of Taxes, Assessments and Similar Items; Escrow Accounts. (a) To the extent required by the related Mortgage Note and not violative of current law, the Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments in trust separate and apart from any of its own funds and general assets and for such purpose shall establish and maintain one or more escrow accounts (collectively, the "Escrow Account"), titled "[Insert name of Servicer], in trust for registered holders of Bank of America Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series 2001-3 and various Mortgagors." The Escrow Account shall be established with a commercial bank, a savings bank or a savings and loan association that meets the guidelines set forth by FNMA or FHLMC as an eligible institution for escrow accounts and which is a member of the Automated Clearing House. In any case, the Escrow Account shall be insured by the FDIC to the fullest extent permitted by law. The Servicer shall deposit in the appropriate Escrow Account on a daily basis, and retain therein: (i) all Escrow Payments collected on account of the Mortgage Loans, (ii) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any related Mortgaged Property and (iii) all amounts representing proceeds of any Primary Insurance Policy. Nothing herein shall require the Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law. (b) Withdrawals of amounts so collected from the Escrow Accounts may be made by the Servicer only (i) to effect timely payment of taxes, assessments, mortgage insurance premiums, fire and hazard insurance premiums, condominium or PUD association dues, or comparable items constituting Escrow Payments for the related Mortgage, (ii) to reimburse the Servicer out of related Escrow Payments made with respect to a Mortgage Loan for any Servicing Advance made by the Servicer pursuant to Section 3.09(c) with respect to such Mortgage Loan, (iii) to refund to any Mortgagor any sums determined to be overages, (iv) for transfer to the Servicer Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (v) for application to restore or repair the Mortgaged Property, (vi) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (vii) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (viii) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (ix) to withdraw suspense payments that are deposited into the Escrow Account, (x) to withdraw any amounts inadvertently deposited in the Escrow Account or (xi) to clear and terminate the Escrow Account upon the termination of this Agreement in accordance with Section 10.01. Any Escrow Account shall not be a part of the Trust Estate. (c) With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of taxes, assessments and other charges which are or may become a lien upon the Mortgaged Property and the status of Primary Insurance Policy premiums and fire and hazard insurance coverage. The Servicer shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account, if any, which shall have been estimated and accumulated by the Servicer in amounts sufficient for such purposes, as allowed under the terms of the Mortgage. To the extent that a Mortgage does not provide for Escrow Payments, the Servicer shall determine that any such payments are made by the Mortgagor. The Servicer assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of each Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments. The Servicer shall advance any such payments that are not timely paid, but the Servicer shall be required so to advance only to the extent that such Servicing Advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise. Section 3.10 Access to Certain Documentation and Information Regarding the Mortgage Loans. The Servicer shall afford the Trustee reasonable access to all records and documentation regarding the Mortgage Loans and all accounts, insurance information and other matters relating to this Agreement, such access being afforded without charge, but only upon reasonable request and during normal business hours at the office designated by the Servicer. Upon reasonable advance notice in writing, the Servicer will provide to each Certificateholder which is a savings and loan association, bank or insurance company certain reports and reasonable access to information and documentation regarding the Mortgage Loans sufficient to permit such Certificateholder to comply with applicable regulations of the OTS or other regulatory authorities with respect to investment in the Certificates; provided that the Servicer shall be entitled to be reimbursed by each such Certificateholder for actual expenses incurred by the Servicer in providing such reports and access. Section 3.11 Permitted Withdrawals from the Servicer Custodial Account and Certificate Account. (a) The Servicer may from time to time make withdrawals from the Servicer Custodial Account, for the following purposes: (i) to pay to the Servicer (to the extent not previously retained), the servicing compensation to which it is entitled pursuant to Section 3.17, and to pay to the Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Servicer Custodial Account; (ii) to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this clause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made; (iii) to reimburse the Servicer for any Nonrecoverable Advance previously made; (iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds; (v) to pay to the purchaser, with respect to each Mortgage Loan or REO Property that has been purchased pursuant to Section 2.02 or 2.04, all amounts received thereon after the date of such purchase; (vi) to reimburse the Servicer or the Depositor for expenses incurred by any of them and reimbursable pursuant to Section 7.03; (vii) to withdraw any amount deposited in the Servicer Custodial Account and not required to be deposited therein; (viii) on or prior to the Remittance Date, to withdraw an amount equal to the related Pool Distribution Amount, the related Trustee Fee and any other amounts due to the Trustee under this Agreement for such Distribution Date, to the extent on deposit, and remit such amount in immediately available funds to the Trustee for deposit in the Certificate Account; and (ix) to clear and terminate the Servicer Custodial Account upon termination of this Agreement pursuant to Section 10.01. The Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Servicer Custodial Account pursuant to clauses (i), (ii), (iv) and (v). Prior to making any withdrawal from the Servicer Custodial Account pursuant to clause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loan(s) and their respective portions of such Nonrecoverable Advance. (b) The Trustee shall withdraw funds from the Certificate Account for distributions to Certificateholders in the manner specified in this Agreement. In addition, the Trustee may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to itself the Trustee Fee and any other amounts due to the Trustee under this Agreement for the related Distribution Date; (ii) to pay to itself as additional compensation earnings on or investment income with respect to funds in the Certificate Account; (iii) to withdraw and return to the Servicer any amount deposited in the Certificate Account and not required to be deposited therein; and (iv) to clear and terminate the Certificate Account upon termination of the Agreement pursuant to Section 10.01. Section 3.12 Maintenance of Hazard Insurance. The Servicer shall cause to be maintained for each Mortgage Loan, fire and hazard insurance with extended coverage customary in the area where the Mortgaged Property is located in an amount which is at least equal to the lesser of (a) the full insurable value of the Mortgaged Property or (b) the greater of (i) the outstanding principal balance owing on the Mortgage Loan and (ii) an amount such that the proceeds of such insurance shall be sufficient to avoid the application to the Mortgagor or loss payee of any coinsurance clause under the policy. If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) the Servicer will cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration and the requirements of FNMA or FHLMC. The Servicer shall also maintain on REO Property, fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required, flood insurance in an amount required above. Any amounts collected by the Servicer under any such policies (other than amounts to be deposited in an Escrow Account and applied to the restoration or repair of the property subject to the related Mortgage or property acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor in accordance with Customary Servicing Procedures) shall be deposited in the Servicer Custodial Account, subject to withdrawal pursuant to Section 3.11(a). It is understood and agreed that no earthquake or other additional insurance need be required by the Servicer of any Mortgagor or maintained on REO Property, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. All policies required hereunder shall be endorsed with standard mortgagee clauses with loss payable to the Servicer, and shall provide for at least 30 days prior written notice of any cancellation, reduction in amount or material change in coverage to the Servicer. The hazard insurance policies for each Mortgage Loan secured by a unit in a condominium development or planned unit development shall be maintained with respect to such Mortgage Loan and the related development in a manner which is consistent with FNMA requirements. Notwithstanding the foregoing, the Servicer may maintain a blanket policy insuring against hazard losses on all of the Mortgaged Properties relating to the Mortgage Loans in lieu of maintaining the required hazard insurance policies for each Mortgage Loan and may maintain a blanket policy insuring against special flood hazards in lieu of maintaining any required flood insurance. Any such blanket policies shall (A) be consistent with prudent industry standards, (B) name the Servicer as loss payee, (C) provide coverage in an amount equal to the aggregate unpaid principal balance on the related Mortgage Loans without co-insurance, and (D) otherwise comply with the requirements of this Section 3.12. Any such blanket policy may contain a deductible clause; provided that if any Mortgaged Property is not covered by a separate policy otherwise complying with this Section 3.12 and a loss occurs with respect to such Mortgaged Property which loss would have been covered by such a policy, the Servicer shall deposit in the Servicer Custodial Account the difference, if any, between the amount that would have been payable under a separate policy complying with this Section 3.12 and the amount paid under such blanket policy. Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section 3.13, when any Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the Servicer shall use reasonable efforts, to the extent that it has actual knowledge of such conveyance, to enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise required under such Mortgage Note or Mortgage as a condition to such transfer. If (i) the Servicer is prohibited by law from enforcing any such due-on-sale clause, (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or (iv) nonenforcement is otherwise permitted hereunder, the Servicer is authorized, subject to Section 3.13(b), to take or enter into an assumption and modification agreement from or with the Person to whom such Mortgaged Property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon; provided that the Mortgage Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Required Insurance Policies. The Servicer, subject to Section 3.13(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be deemed to be in default under this Section 3.13 by reason of any transfer or assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever. (b) Subject to the Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In no event shall the Trustee incur liability for executing any document under this Section 3.13 at the direction of the Servicer. In connection with any such assumption, no material term of the Mortgage Note may be changed. In addition, the substitute Mortgagor and the Mortgaged Property must be acceptable to the Servicer in accordance with its underwriting standards as then in effect. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Servicer shall deliver an Officer's Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met. The Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee (or at the direction of the Trustee, the Custodian) the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by the Servicer for entering into an assumption or substitution of liability agreement may be retained by the Servicer as additional master servicing compensation. Notwithstanding the foregoing, to the extent permissible under applicable law and at the request of the Servicer, the Trustee shall execute and deliver to the Servicer any powers of attorney and other documents prepared by the Servicer that are reasonably necessary or appropriate to enable the Servicer to execute any assumption agreement or modification agreement required to be executed by the Trustee under this Section 3.13. Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property. (a) The Servicer shall use reasonable efforts to foreclose upon or otherwise comparably convert the ownership of Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with such foreclosure or other conversion, the Servicer shall follow Customary Servicing Procedures and shall meet the requirements of the insurer under any Required Insurance Policy; provided, however, that the Servicer may enter into a special servicing agreement with an unaffiliated Holder of 100% Percentage Interest of a Class of Class B Certificates or a holder of a class of securities representing interests in the Class B Certificates alone or together with other subordinated mortgage pass-through certificates. Such agreement shall be substantially in the form attached hereto as Exhibit K or subject to each Rating Agency's acknowledgment that the ratings of the Certificates in effect immediately prior to the entering into such agreement would not be qualified, downgraded or withdrawn and the Certificates would not be placed on credit review status (except for possible upgrading) as a result of such agreement. Any such agreement may contain provisions whereby such holder may instruct the Servicer to commence or delay foreclosure proceedings with respect to delinquent Mortgage Loans and will contain provisions for the deposit of cash by the holder that would be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had the Servicer acted in accordance with its normal procedures. Notwithstanding the foregoing, the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any Mortgaged Property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through proceeds of the liquidation of the Mortgage Loan (respecting which it shall have priority for purposes of withdrawals from the Servicer Custodial Account). Any such expenditures shall constitute Servicing Advances for purposes of this Agreement. The decision of the Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding. With respect to any REO Property, the deed or certificate of sale shall be taken in the name of the Trustee for the benefit of the Certificateholders, or its nominee, on behalf of the Certificateholders. The Trustee's name shall be placed on the title to such REO Property solely as the Trustee hereunder and not in its individual capacity. The Servicer shall ensure that the title to such REO Property references this Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer manage, conserve, protect and operate such REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account and in the same manner that similar property in the same locality as the REO Property is managed. Incident to its conservation and protection of the interests of the Certificateholders, the Servicer may rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Certificateholders for the period prior to the sale of such REO Property. The Servicer shall prepare for and deliver to the Trustee a statement with respect to each REO Property that has been rented, if any, showing the aggregate rental income received and all expenses incurred in connection with the management and maintenance of such REO Property at such times as is necessary to enable the Trustee to comply with the reporting requirements of the REMIC Provisions; provided, however, that the Servicer shall have no duty to rent any REO Property on behalf of the Trust. The net monthly rental income, if any, from such REO Property shall be deposited in the Servicer Custodial Account no later than the close of business on each Determination Date. The Servicer shall perform, with respect to the Mortgage Loans, the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required. The Servicer shall deliver copies of such reports to the Trustee. If the Trust acquires any Mortgaged Property as described above or otherwise in connection with a default or a default which is reasonably foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged Property prior to the end of the third calendar year following the year of its acquisition by the Trust (such period, the "REO Disposition Period") unless (A) the Trustee shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the Trust of such Mortgaged Property subsequent to the REO Disposition Period will not result in the imposition of taxes on "prohibited transactions" on the REMIC (as defined in Section 860F of the Code) or cause the Trust Estate to fail to qualify as a REMIC at any time that any Certificates are outstanding, or (B) the Trustee (at the Servicer's expense) or the Servicer shall have applied for, prior to the expiration of the REO Disposition Period, an extension of the REO Disposition Period in the manner contemplated by Section 856(e)(3) of the Code. If such an Opinion of Counsel is provided or such an exemption is obtained, the Trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) for the applicable period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject the REMIC to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Servicer has agreed to indemnify and hold harmless the Trust with respect to the imposition of any such taxes. The Servicer shall identify to the Trustee any Mortgaged Property relating to a Mortgage Loan held by the Trust for 30 months for which no plans to dispose of such Mortgaged Property by the Servicer have been made. After delivery of such identification, the Servicer shall proceed to dispose of any such Mortgaged Property by holding a commercially reasonable auction for such property. The income earned from the management of any REO Properties, net of reimbursement to the Servicer for expenses incurred (including any property or other taxes) in connection with such management and net of unreimbursed Servicing Fees, Periodic Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (solely for the purposes of allocating principal and interest, interest shall be treated as accruing as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Servicer Custodial Account. To the extent the net income received during any calendar month is in excess of the amount attributable to amortizing principal and accrued interest at the related Mortgage Interest Rate on the related Mortgage Loan for such calendar month, such excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any income from an REO Property, will be applied in the following order of priority: first, to reimburse the Servicer for any related unreimbursed Servicing Advances and Servicing Fees; second, to reimburse the Servicer for any unreimbursed Periodic Advances and to reimburse the Servicer Custodial Account for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn by the Servicer pursuant to Section 3.11(a)(iii) that related to such Mortgage Loan; third, to accrued and unpaid interest (to the extent no Periodic Advance has been made for such amount or any such Periodic Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Mortgage Rate to the Due Date occurring in the month in which such amounts are required to be distributed; and fourth, as a recovery of principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be retained by the Servicer as additional servicing compensation pursuant to Section 3.17. (b) The Servicer shall promptly notify the Depositor of any Mortgage Loan which comes into default. The Depositor shall be entitled, at its option, to repurchase (i) any such defaulted Mortgage Loan from the Trust Estate if, in the Depositor's judgment, the default is not likely to be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust Estate which pursuant to Section 4(b) of the Mortgage Loan Purchase Agreement the Seller requests the Depositor to repurchase and to sell to the Seller to facilitate the exercise of the Seller's rights against the originator or prior holder of such Mortgage Loan. The purchase price for any such Mortgage Loan shall be 100% of the unpaid principal balance of such Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate (less the Servicing Fee Rate for such Mortgage Loan) through the last day of the month in which such repurchase occurs. Upon the receipt of such purchase price, the Servicer shall provide to the Trustee the notification required by Section 3.15 and the Trustee or the Custodian shall promptly release to the Depositor the Mortgage File relating to the Mortgage Loan being repurchased. Section 3.15 Trustee to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan, or the receipt by the Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Servicer will immediately notify the Trustee (or, at the direction of the Trustee, the Custodian) by delivering, or causing to be delivered, two copies (one of which will be returned to the Servicer with the Mortgage File) of a Request for Release (which may be delivered in an electronic format acceptable to the Trustee and the Servicer). Upon receipt of such request, the Trustee or the Custodian, as applicable, shall within seven Business Days release the related Mortgage File to the Servicer. The Trustee shall at the Servicer's direction execute and deliver to the Servicer the request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage, in each case provided by the Servicer, together with the Mortgage Note with written evidence of cancellation thereon. If the Mortgage has been recorded in the name of MERS or its designee, the Servicer shall take all necessary action to reflect the release of the Mortgage on the records of MERS. Expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the related Mortgagor. From time to time and as shall be appropriate for the servicing or foreclosure of any Mortgage Loan, including for such purpose collection under any policy of flood insurance, any fidelity bond or errors or omissions policy, or for the purposes of effecting a partial release of any Mortgaged Property from the lien of the Mortgage or the making of any corrections to the Mortgage Note or the Mortgage or any of the other documents included in the Mortgage File, the Trustee or the Custodian, as applicable, shall, upon delivery to the Trustee (or, at the direction of the Trustee, the Custodian) of a Request for Release signed by a Servicing Officer, release the Mortgage File within seven Business Days to the Servicer. Subject to the further limitations set forth below, the Servicer shall cause the Mortgage File so released to be returned to the Trustee or the Custodian, as applicable, when the need therefor by the Servicer no longer exists, unless the Mortgage Loan is liquidated and the proceeds thereof are deposited in the Servicer Custodial Account, in which case the Servicer shall deliver to the Trustee or the Custodian, as applicable, a Request for Release, signed by a Servicing Officer. The Trustee shall execute and deliver to the Servicer any powers of attorney and other documents prepared by the Servicer that are reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement, upon the request of the Servicer. In addition, upon prepayment in full of any Mortgage Loan or the receipt of notice that funds for such purpose have been placed in escrow, the Servicer is authorized to give, as attorney-in-fact for the Trustee and the mortgagee under the Mortgage, an instrument of satisfaction (or Assignment of Mortgage without recourse) regarding the Mortgaged Property relating to such Mortgage Loan, which instrument of satisfaction or Assignment of Mortgage, as the case may be, shall be delivered to the Person entitled thereto against receipt of the prepayment in full. If the Mortgage is registered in the name of MERS or its designee, the Servicer shall take all necessary action to reflect the release on the records of MERS. In lieu of executing such satisfaction or Assignment of Mortgage, or if another document is required to be executed by the Trustee, the Servicer may deliver or cause to be delivered to the Trustee, for signature, as appropriate, any court pleadings, requests for trustee's sale or other documents necessary to effectuate such foreclosure or any legal action brought to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce any other remedies or rights provided by the Mortgage Note or the Mortgage or otherwise available at law or in equity. Section 3.16 Documents, Records and Funds in Possession of the Servicer to be Held for the Trustee. The Servicer shall transmit to the Trustee or, at the direction of the Trustee, the Custodian as required by this Agreement all documents and instruments in respect of a Mortgage Loan coming into the possession of the Servicer from time to time and shall account fully to the Trustee for any funds received by the Servicer or which otherwise are collected by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. The documents constituting the Servicing File shall be held by the Servicer as custodian and bailee for the Trustee. All Mortgage Files and funds collected or held by, or under the control of, the Servicer in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds, including but not limited to, any funds on deposit in the Servicer Custodial Account, shall be held by the Servicer for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement. The Servicer also agrees that it shall not knowingly create, incur or subject any Mortgage File or any funds that are deposited in the Servicer Custodial Account, Certificate Account or any Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Certificateholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance created by the Servicer, or assert by legal action or otherwise any claim or right of setoff against any Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, however, that the Servicer shall be entitled to set off against and deduct from any such funds any amounts that are properly due and payable to the Servicer under this Agreement. Section 3.17 Servicing Compensation. The Servicer shall be entitled out of each payment of interest on a Mortgage Loan (or portion thereof) and included in the Trust Estate to retain or withdraw from the Servicer Custodial Account an amount equal to the Servicing Fee for such Distribution Date. Additional servicing compensation in the form of Excess Proceeds, prepayment penalties, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments and all other customary and ancillary income and fees shall be retained by the Servicer to the extent not required to be deposited in the Servicer Custodial Account pursuant to Section 3.08(b). The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement. Notwithstanding the foregoing, with respect to the payment of the Servicing Fee on any Distribution Date, the aggregate Servicing Fee for the Servicer for such Distribution Date shall be reduced (but not below zero) by an amount equal to the lesser of (a) the Prepayment Interest Shortfall for such Distribution Date relating to the Mortgage Loans and (b) one-twelfth of 0.25% of the aggregate Stated Principal Balance of such Mortgage Loans for such Distribution Date (any such reduction, "Compensating Interest"). Section 3.18 Annual Statement as to Compliance. The Servicer shall deliver to the Trustee and each Rating Agency on or before 90 days after the end of the Servicer's fiscal year, commencing with its 2001 fiscal year, an Officer's Certificate stating, as to the signer thereof, that (a) a review of the activities of the Servicer during the preceding calendar year and of the performance of the Servicer under this Agreement has been made under such officer's supervision, and (b) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Section 3.19 Annual Independent Public Accountants' Servicing Statement; Financial Statements. The Servicer shall, at its own expense, on or before 90 days after the end of the Servicer's fiscal year, commencing with its 2001 fiscal year, cause a firm of independent public accountants (who may also render other services to the Servicer or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee to the effect that such firm has with respect to the Servicer's overall servicing operations, examined such operations in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers, stating such firm's conclusions relating thereto. Section 3.20 Advances. The Servicer shall determine on or before each Servicer Advance Date whether it is required to make a Periodic Advance pursuant to the definition thereof. If the Servicer determines it is required to make a Periodic Advance, it shall, on or before the Servicer Advance Date, either (a) deposit into the Servicer Custodial Account an amount equal to the Advance and/or (b) make an appropriate entry in its records relating to the Servicer Custodial Account that any portion of the Amount Held for Future Distribution in the Servicer Custodial Account has been used by the Servicer in discharge of its obligation to make any such Periodic Advance. Any funds so applied shall be replaced by the Servicer by deposit in the Servicer Custodial Account no later than the close of business on the Business Day preceding the next Servicer Advance Date. The Servicer shall be entitled to be reimbursed from the Servicer Custodial Account for all Advances of its own funds made pursuant to this Section 3.20 as provided in Section 3.11(a). The obligation to make Periodic Advances with respect to any Mortgage Loan shall continue until the ultimate disposition of the REO Property or Mortgaged Property relating to such Mortgage Loan. The Servicer shall inform the Trustee of the amount of the Periodic Advance to be made by the Servicer on each Servicer Advance Date no later than the related Remittance Date. The Servicer shall deliver to the Trustee on the related Servicer Advance Date an Officer's Certificate of a Servicing Officer indicating the amount of any proposed Periodic Advance determined by the Servicer to be a Nonrecoverable Advance. Notwithstanding anything to the contrary, the Servicer shall not be required to make any Periodic Advance or Servicing Advance that would be a Nonrecoverable Advance. Section 3.21 Modifications, Waivers, Amendments and Consents. (a) Subject to this Section 3.21, the Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan without the consent of the Trustee or any Certificateholder. All modifications, waivers, forbearances or amendments of any Mortgage Loan shall be in writing and shall be consistent with Customary Servicing Procedures. (b) The Servicer shall not agree to enter into, and shall not enter into, any modification, waiver (other than a waiver referred to in Section 3.13, which waiver, if any, shall be governed by Section 3.13), forbearance or amendment of any term of any Mortgage Loan if such modification, waiver, forbearance, or amendment would: (i) affect the amount or timing of any related payment of principal, interest or other amount payable thereunder; (ii) in the Servicer's judgment, materially impair the security for such Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon; or (iii) otherwise constitute a "significant modification" within the meaning of Treasury Regulations Section 1.860G-2(b); unless, in either case, (A) such Mortgage Loan is 90 days or more past due or (B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect that such modification, waiver, forbearance or amendment would not affect the REMIC status of the Trust Estate and, in either case, such modification, waiver, forbearance or amendment is reasonably likely to produce a greater recovery with respect to such Mortgage Loan than would liquidation. Subject to Customary Servicing Procedures, the Servicer may permit a forbearance for a Mortgage Loan which in the Servicer's judgment is subject to imminent default. (c) Any payment of interest, which is deferred pursuant to any modification, waiver, forbearance or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or such modification, waiver or amendment so permit. (d) The Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver, forbearance or amendment, the granting of which is within the Servicer's discretion pursuant to the Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Servicer, as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by the Servicer, which amount shall be retained by the Servicer as additional servicing compensation. (e) The Servicer shall notify the Trustee, in writing, of any modification, waiver, forbearance or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at the direction of the Trustee, the Custodian) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, forbearance or amendment, promptly (and in any event within ten Business Days) following the execution thereof; provided, however, that if any such modification, waiver, forbearance or amendment is required by applicable law to be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with evidence of notification upon receipt thereof from the public recording office. Section 3.22 Reports to the Securities and Exchange Commission. The Trustee shall, on behalf of the Trust, cause to be filed with the Securities and Exchange Commission any periodic reports required to be filed under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder, for so long as any Certificates registered under the 1933 Act are outstanding (other than the Current Report on Form 8-K to be filed by the Depositor in connection with computational materials and the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates). Upon the request of the Trustee, the Servicer and the Depositor shall cooperate with the Trustee in the preparation of any such report and shall provide to the Trustee in a timely manner all such information or documentation as the Trustee may reasonably request in connection with the performance of its duties and obligations under this Section. ARTICLE IV SERVICER'S CERTIFICATE Section 4.01 Servicer's Certificate. Each month, not later than 12:00 noon Eastern time on the Business Day following each Determination Date, the Servicer shall deliver to the Trustee, a Servicer's Certificate (in substance and format mutually acceptable to the Servicer and the Trustee) certified by a Servicing Officer setting forth the information necessary in order for the Trustee to perform its obligations under this Agreement. The Trustee may conclusively rely upon the information contained in a Servicer's Certificate for all purposes hereunder and shall have no duty to verify or re-compute any of the information contained therein. Each such statement shall be provided by the Trustee to any Holder of a Certificate upon request and shall also, to the extent available, include information regarding delinquencies on Mortgage Loans providing such statement, indicating the number and aggregate principal amount of Mortgage Loans which are either one, two, three or more than three months delinquent and the book value of any REO Property. ARTICLE V PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC ADMINISTRATION Section 5.01 Distributions. On each Distribution Date, based solely on the information in the Servicer's Certificate, the Trustee shall distribute out of the Certificate Account (to the extent funds are available therein) to each Certificateholder of record on the related Record Date (other than as provided in Section 10.01 respecting the final distribution) (a) by check mailed to such Certificateholder entitled to receive a distribution on such Distribution Date at the address appearing in the Certificate Register, or (b) upon written request by the Holder of a Regular Certificate (in the event such Certificateholder owns of record 100% of a Class of Certificates or holds Certificates of any Class having denominations aggregating $1,000,000 or more), by wire transfer or by such other means of payment as such Certificateholder and the Trustee shall agree upon, such Certificateholder's Percentage Interest in the amount to which the related Class of Certificates is entitled in accordance with the priorities set forth below in Section 5.02. None of the Holders of any Class of Certificates, the Depositor, the Servicer or the Trustee shall in any way be responsible or liable to Holders of any Class of Certificates in respect of amounts properly previously distributed on any such Class. Amounts distributed with respect to any Class of Certificates shall be applied first to the distribution of interest thereon and then to principal thereon. Section 5.02 Priorities of Distributions. (a) On each Distribution Date, based solely on the information contained in the Servicer's Certificate, the Trustee shall withdraw from the Certificate Account (to the extent funds are available therein) (1) the amounts payable to the Trustee pursuant to Sections 3.11(b)(i) and 3.11(b)(ii) and shall pay such funds to itself, and (2) the Pool Distribution Amount, in an amount as specified in written notice received by the Trustee from the Servicer no later than the related Determination Date, and shall apply such funds, from the Certificate Account in the following order of priority and to the extent of such funds: (i) to each Class of Senior Certificates (other than the Class A-PO), an amount allocable to interest equal to the Interest Distribution Amount for such Class and any shortfall being allocated among such Classes in proportion to the amount of the Interest Distribution Amount that would have been distributed in the absence of such shortfall provided, however, that until the Accretion Termination Date, amounts that would have been distributed pursuant to this clause to the Class A-3 Certificates will instead be distributed in reduction of the Class Certificate Balance of the Classes of Certificates specified in Section 5.02(b)(i); (ii) concurrently to the Class A Certificates (other than the Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based on their respective Senior Principal Distribution Amount and PO Principal Amount, (A) to the Class A Certificates (other than the Class A-PO Certificates), in an aggregate amount up to the Senior Principal Distribution Amount, such distribution to be allocated among such Classes in accordance with Section 5.02(b) and (B) to the Class A-PO Certificates in an aggregate amount up to the PO Principal Amount; (iii) to the Class A-PO Certificates, any Class A-PO Deferred Amount, up to the Subordinate Principal Distribution Amount for such Distribution Date from amounts otherwise distributable first to the Class B-6 Certificates pursuant to clause (iv)(L) below, second to the Class B-5 Certificates pursuant to clause (iv)(J) below, third to the Class B-4 Certificates pursuant to clause (iv)(H) below, fourth to the Class B-3 Certificates pursuant to clause (iv)(F) below, fifth to the Clause B-2 Certificates pursuant to clause (iv)(D) below and finally to the Class B-1 Certificates pursuant to clause (iv)(B) below; (iv) to each Class of Subordinate Certificates, subject to paragraph (d) below, in the following order of priority: (A) to the Class B-1 Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such Class for such Distribution Date; (B) to the Class B-1 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date less any amount used to pay the Class A-PO Deferred Amount pursuant to clause (iii) above until the Class Certificate Balance thereof has been reduced to zero; (C) to the Class B-2 Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such Class for such Distribution Date; (D) to the Class B-2 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date less any amount used to pay the Class A-PO Deferred Amount pursuant to clause (iii) above until the Class Certificate Balance thereof has been reduced to zero; (E) to the Class B-3 Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such Class for such Distribution Date; (F) to the Class B-3 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date less any amount used to pay the Class A-PO Deferred Amount pursuant to clause (iii) above until the Class Certificate Balance thereof has been reduced to zero; (G) to the Class B-4 Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such Class for such Distribution Date; (H) to the Class B-4 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date less any amount used to pay the Class A-PO Deferred Amount pursuant to clause (iii) above until the Class Certificate Balance thereof has been reduced to zero; (I) to the Class B-5 Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such Class for such Distribution Date; (J) to the Class B-5 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date less any amount used to pay the Class A-PO Deferred Amount pursuant to clause (iii) above until the Class Certificate Balance thereof has been reduced to zero; (K) to the Class B-6 Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such Class for such Distribution Date; and (L) to the Class B-6 Certificates, an amount allocable to principal equal to its Pro Rata Share for such Distribution Date less any amount used to pay the Class A-PO Deferred Amount pursuant to clause (iii) above until the Class Certificate Balance thereof has been reduced to zero; and (v) to the Holder of the Class A-R Certificate, any remaining Pool Distribution Amount. On any Distribution Date, amounts distributed in respect of Class A-PO Deferred Amounts will not reduce the Class Certificate Balance of the Class A-PO Certificates. All distributions in respect of the Interest Distribution Amount for a Class will be applied first with respect to the amount payable pursuant to clause (i) of the definition of "Interest Distribution Amount," and second with respect to the amount payable pursuant to clause (ii) of such definition. (b) (i) On each Distribution Date occurring prior to the Accretion Termination Date, based solely on the information contained in the Servicer's Certificate, the Accrual Distribution Amount for the Class A-3 Certificates will be allocated sequentially as follows: first, to the Class A-1 Certificates, until their Class Certificate Principal Balance has been reduced to zero; and second, to the Class A-3 Certificates, until their Class Certificate Balance has been reduced to zero. (ii) On each Distribution Date prior to the Senior Credit Support Depletion Date, the amount distributable to the Class A Certificates (other than the Class A-PO Certificates) pursuant to Section 5.02(a)(ii) for such Distribution Date, will be distributed in the following order of priority: first, to the Class A-R Certificate until its Class Certificate Balance has been reduced to zero; second, concurrently, 0.11688246% to the Class A-2 Certificates, until their Class Certificate Balance has been reduced to zero and 99.88311754%, sequentially, as follows: (A) to the Class A-5 Certificates, up to the Priority Amount for such Distribution Date, until their Class Certificate Balance has been reduced to zero; (B) sequentially, to the Class A-1, Class A-3 and Class A-4 Certificates, in that order, until their Class Certificate Balances have been reduced to zero; and (C) to the Class A-5 Certificates, until their Class Certificate Balance has been reduced to zero. On each Distribution Date on or after the Senior Credit Support Depletion Date, notwithstanding the allocation and priority set forth above, the portion of the Pool Distribution Amount available to be distributed as principal of the Class A Certificates (other than the Class A-PO Certificates) shall be distributed concurrently, as principal, on such Classes, pro rata, on the basis of their respective Class Certificate Balances, until the Class Certificate Balances thereof are reduced to zero. (c) On each Distribution Date, Accrued Certificate Interest for each Class of Certificates for such Distribution Date shall be reduced by such Class's pro rata share, based on such Class's Interest Distribution Amount for such Distribution Date, without taking into account the allocation made by this Section 5.02(c), of (A) Non-Supported Interest Shortfalls, (B) any Excess Losses allocable to interest, (C) on and after the Senior Credit Support Depletion Date, any other Realized Loss allocable to interest and (D) each Relief Act Reduction incurred during the calendar month preceding the month of such Distribution Date. (d) Notwithstanding the priority and allocation contained in Section 5.02(a)(iv), if with respect to any Class of Subordinate Certificates on any Distribution Date, (i) the aggregate of the Class Certificate Balances immediately prior to such Distribution Date of all Classes of Subordinate Certificates which have a higher numerical Class designation than such Class, divided by (ii) the aggregate Class Certificate Balance of all the Certificates (other than the Class A-PO Certificates) immediately prior to such Distribution Date (the "Fractional Interest") is less than the Original Fractional Interest for such Class, no distribution of principal will be made to any Classes junior to such Class (the "Restricted Classes") and the Class Certificate Balances of the Restricted Classes will not be used in determining the Pro Rata Share for the Subordinate Certificates that are not Restricted Classes. Any funds remaining will be distributed in the order provided in Section 5.02(a)(iv). Section 5.03 Allocation of Losses. (a) On or prior to each Determination Date, the Servicer shall inform the Trustee in writing with respect to each Mortgage Loan: (1) whether any Realized Loss is a Deficient Valuation, a Debt Service Reduction, a Fraud Loss or a Special Hazard Loss, (2) of the amount of such loss or Deficient Valuation, or of the terms of such Debt Service Reduction and (3) of the total amount of Realized Losses. Based on such information, the Trustee shall determine the total amount of Realized Losses, including Excess Losses, with respect to the related Distribution Date. The principal portion of Realized Losses with respect to any Distribution Date shall be allocated as follows: (i) the applicable PO Percentage of the principal portion of any Realized Loss with respect to a Discount Mortgage Loan, including any Excess Loss, shall be allocated to the Class A-PO Certificates until the Class Certificate Balance thereof is reduced to zero; and (ii) (1) the applicable Non-PO Percentage of the principal portion of any Realized Loss (other than an Excess Loss) shall be allocated first to the Subordinate Certificates in reverse order of their respective numerical Class designations (beginning with the Class of Subordinate Certificates then outstanding with the highest numerical Class designation) until the respective Class Certificate Balance of each such Class is reduced to zero, and second to the Senior Certificates (other than the Class A-PO Certificates), pro rata, on the basis of their respective Class Certificate Balances immediately prior to the related Distribution Date or, in the case of the Accrual Certificates, the Initial Class Certificate Balance, if lower, until the Class Certificate Balances thereof have been reduced to zero; and (2) the applicable Non-PO Percentage of the principal portion of any Excess Losses shall be allocated pro rata among the Senior Certificates (other than the Class A-PO Certificates) in the aggregate on the basis of their aggregate principal balance and among the Classes of Subordinate Certificates on the basis of their respective Class Certificate Balances immediately prior to the related Distribution Date. Excess Losses allocated to the Senior Certificates (other than the Class A-PO Certificates) will be allocated among such Classes pro rata on the basis of their respective Class Certificate Balances, or in the case of the Accrual Certificates, the Initial Class Certificate Balance, if lower. (b) The Class Certificate Balance of the Class of Subordinate Certificates then outstanding with the highest numerical Class designation shall be reduced on each Distribution Date by the amount, if any, by which the aggregate of the Class Certificate Balances of all outstanding Classes of Certificates (after giving effect to the amount to be distributed as a distribution of principal and the allocation of Realized Losses and Class A-PO Deferred Amounts on such Distribution Date) exceeds the Adjusted Pool Amount for such Distribution Date. After the Senior Credit Support Depletion Date, the Class Certificate Balances of the Senior Certificates in the aggregate (other than the Class Certificate Balance of the Class A-PO Certificates) shall be reduced on each Distribution Date by the amount, if any, by which the aggregate of the Class Certificate Balances of all outstanding Classes of Senior Certificates (other than Class A-PO Certificates) (after giving effect to the amount to be distributed as a distribution of principal and the allocation of Realized Losses on such Distribution Date) exceeds the difference between (i) the Adjusted Pool Amount for such Distribution Date and (ii) the Adjusted Pool Amount (PO Portion) for such Distribution Date. Any such reduction shall be allocated among the Senior Certificates (other than the Class A-PO Certificates) based on the Class Certificate Balances immediately prior to such Distribution Date, or in the case of the Accrual Certificates, the Initial Class Certificate Balance, if lower. After the Senior Credit Support Depletion Date, the Class Certificate Balance of the Class A-PO Certificates shall be reduced on each Distribution Date by the amount, if any, by which the Class Certificate Balance of the Class A-PO Certificates (after giving effect to the amount to be distributed as a distribution of principal and the allocation of Realized Losses on such Distribution Date) exceeds the Adjusted Pool Amount (PO Portion) for such Distribution Date. (c) Any Realized Loss allocated to a Class of Certificates or any reduction in the Class Certificate Balance of a Class of Certificates pursuant to Section 5.03(b) above shall be allocated among the Certificates of such Class in proportion to their respective Percentage Interests. (d) Any allocation of Realized Losses to a Class of Certificates or any reduction in the Class Certificate Balance of a Class pursuant to Section 5.03(b) above shall be accomplished by reducing the Class Certificate Balance thereof prior to the distributions made on the related Distribution Date in accordance with the definition of "Class Certificate Balance." (e) After the Senior Credit Support Depletion Date, on any Distribution Date on which the Class A-2 Loss Allocation Amount is greater than zero, the Class Certificate Balance of the Class A-2 Certificates will be reduced by the Class A-2 Loss Allocation Amount and, notwithstanding Section 5.03(a)(ii)(1) and Section 5.03(b), the Class Certificate Balance of the Class A-4 Certificates will not be reduced by the Class A-2 Loss Allocation Amount. Section 5.04 Statements to Certificateholders. (a) Prior to the Distribution Date in each month, based upon the information provided to the Trustee on the Servicer's Certificates delivered to the Trustee pursuant to Section 4.01, the Trustee shall determine the following information with respect to such Distribution Date: (i) the amount allocable to principal, separately identifying the aggregate amount of any Principal Prepayments and Liquidation Proceeds included therein; (ii) the amount allocable to interest, the Accrual Distribution Amount with respect to the Accrual Certificates, any Class Unpaid Interest Shortfall included in such distribution and any remaining Class Unpaid Interest Shortfall after giving effect to such distribution; (iii) if the distribution to the Holders of such Class of Certificates is less than the full amount that would be distributable to such Holders if there were sufficient funds available therefor, the amount of the shortfall and the allocation thereof as between principal and interest; (iv) the Class Certificate Balance of each Class of Certificates after giving effect to the distribution of principal on such Distribution Date; (v) the Pool Stated Principal Balance for the following Distribution Date; (vi) the Senior Percentage, the Priority Percentage and Subordinate Percentage for the following Distribution Date; (vii) the amount of the Servicing Fee paid to or retained by the Servicer with respect to such Distribution Date; (viii) the Pass-Through Rate for each such Class of Certificates with respect to such Distribution Date; (ix) the amount of Periodic Advances included in the distribution on such Distribution Date and the aggregate amount of Periodic Advances outstanding as of the close of business on such Distribution Date; (x) the number and aggregate principal amounts of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in foreclosure) (1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days and (B) in foreclosure, as of the close of business on the last day of the calendar month preceding such Distribution Date; (xi) with respect to any Mortgage Loan that became an REO Property during the preceding calendar month, the loan number and Stated Principal Balance of such Mortgage Loan as of the close of business on the Determination Date preceding such Distribution Date and the date of acquisition thereof; (xii) the total number and principal balance of any REO Properties (and market value, if available) as of the close of business on the Determination Date preceding such Distribution Date; (xiii) the Senior Prepayment Percentage and the Subordinate Prepayment Percentage for the following Distribution Date; (xiv) the aggregate amount of Realized Losses incurred during the preceding calendar month or any Class A-PO Deferred Amounts for such Distribution Date; and (xv) the Special Hazard Loss Amount, the Fraud Loss Amount and the Bankruptcy Loss Amount, in each case as of the related Determination Date. (b) No later than each Distribution Date, the Trustee, based upon information supplied to it on the Servicer's Certificates, shall prepare and deliver (by mail, fax or electronically) to each Holder of a Certificate, each Rating Agency and the Servicer a statement setting forth the information set forth in Section 5.04(a). In the case of information furnished pursuant to clauses (i), (ii) and (ix) of Section 5.04(a), the amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination. On each Distribution Date, the Trustee shall prepare and furnish to each Financial Market Service, in electronic or such other format and media mutually agreed upon by the Trustee, the Financial Market Service and the Depositor, the information contained in the statement described in Section 5.04(a) for such Distribution Date. The Trustee may make available each month, to any interested party, the monthly statement to Certificateholders via the Trustee's website. Within a reasonable period of time after the end of each calendar year, the Trustee shall furnish to each Person who at any time during the calendar year was the Holder of a Certificate, if requested in writing by such Person, a statement containing the information set forth in clauses (i), (ii) and (vii) of Section 5.04(a), in each case aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Trustee pursuant to any requirements of the Code as from time to time in force. The Trustee shall deliver to the Holders of Certificates any reports or information the Trustee is required by this Agreement or the Code, Treasury Regulations or REMIC Provisions to deliver to the Holders of Certificates, and the Trustee shall prepare and provide to the Certificateholders (by mail, telephone, or publication as may be permitted by applicable Treasury Regulations) such other reasonable information as the Trustee deems necessary or appropriate or is required by the Code, Treasury Regulations, and the REMIC Provisions including, but not limited to, (i) information to be reported to the Holder of the Residual Certificate for quarterly notices on Schedule Q (Form 1066) (which information shall be forwarded to the Holder of the Residual Certificate by the Trustee), (ii) information to be provided to the Holders of Certificates with respect to amounts which should be included as interest and original issue discount in such Holders' gross income and (iii) information to be provided to all Holders of Certificates setting forth the percentage of the REMIC's assets, determined in accordance with Treasury Regulations using a convention, not inconsistent with Treasury Regulations, selected by the Trustee in its absolute discretion, that constitute real estate assets under Section 856 of the Code, and assets described in Section 7701(a)(19)(C) of the Code; provided, however, that in setting forth the percentage of such assets of the REMIC, nothing contained in this Agreement, including without limitation Section 7.03 hereof, shall be interpreted to require the Trustee periodically to appraise the fair market values of the assets of the Trust Estate or to indemnify the Trust Estate or any Certificateholders from any adverse federal, state or local tax consequences associated with a change subsequently required to be made in the Depositor's initial good faith determinations of such fair market values (if subsequent determinations are required pursuant to the REMIC Provisions) made from time to time. Section 5.05 Tax Returns and Reports to Certificateholders. (a) For federal income tax purposes, the REMIC shall have a calendar year taxable year and shall maintain its books on the accrual method of accounting. (b) The Trustee shall prepare or cause to be prepared, shall execute and shall file or cause to be filed with the Internal Revenue Service and applicable state or local tax authorities income tax information returns for each taxable year with respect to the REMIC containing such information at the times and in the manner as may be required by the Code, the Treasury Regulations or state or local tax laws, regulations, or rules, and shall furnish or cause to be furnished to the REMIC and the Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby. Within 30 days of the Closing Date, the Trustee shall furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise required by the Code or the Treasury Regulations, the name, title, address and telephone number of the person that Holders of the Certificates may contact for tax information relating thereto, together with such additional information at the time or times and in the manner required by the Code or the Treasury Regulations. Such federal, state, or local income tax or information returns shall be signed by the Trustee, or such other Person as may be required to sign such returns by the Code, the Treasury Regulations or state or local tax laws, regulations, or rules. (c) In the first federal income tax return of the REMIC for its short taxable year ending December 31, 2001, REMIC status shall be elected for such taxable year and all succeeding taxable years. (d) The Trustee will maintain or cause to be maintained such records relating to the REMIC, including but not limited to records relating to the income, expenses, assets and liabilities of the Trust Estate, and the initial fair market value and adjusted basis of the Trust Estate property and assets determined at such intervals as may be required by the Code or the Treasury Regulations, as may be necessary to prepare the foregoing returns, schedules, statements or information. Section 5.06 Tax Matters Person. The Tax Matters Person shall have the same duties with respect to the REMIC as those of a "tax matters partner" under Subchapter C of Chapter 63 of Subtitle F of the Code. The Holder of the Class A-R Certificate is hereby designated as the Tax Matters Person for the REMIC. By the acceptance of the Class A-R Certificate, such Holder irrevocably appoints the Trustee as its agent to perform all of the duties of the Tax Matters Person for the REMIC. Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee. The Trustee shall afford the Tax Matters Person, upon reasonable notice during normal business hours, access to all records maintained by the Trustee in respect of its duties hereunder and access to officers of the Trustee responsible for performing such duties. Upon request, the Trustee shall furnish the Tax Matters Person with its most recent report of condition published pursuant to law or to the requirements of its supervisory or examining authority publicly available. The Trustee shall make available to the Tax Matters Person such books, documents or records relating to the Trustee's services hereunder as the Tax Matters Person shall reasonably request. The Tax Matters Person shall not have any responsibility or liability for any action or failure to act by the Trustee and is not obligated to supervise the performance of the Trustee under this Agreement or otherwise. Section 5.08 REMIC Related Covenants. For as long as the Trust shall exist, the Trustee, the Depositor and the Servicer shall act in accordance herewith to assure continuing treatment of the Trust Estate as a REMIC and avoid the imposition of tax on the REMIC. In particular: (a) The Trustee shall not create, or permit the creation of, any "interests" in the REMIC within the meaning of Code Section 860D(a)(2) other than the interests represented by the Regular Certificates and the Residual Certificate. (b) Except as otherwise provided in the Code, (i) the Depositor and the Servicer shall not contribute to the Trust Estate and the Trustee shall not accept property unless substantially all of the property held in the REMIC constitutes either "qualified mortgages" or "permitted investments" as defined in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be contributed to the REMIC after the start-up day unless such contribution would not subject the Trust Estate to the 100% tax on contributions to a REMIC after the start-up day of the REMIC imposed by Code Section 860G(d). (c) The Trustee shall not accept on behalf of the REMIC any fee or other compensation for services and neither the Trustee nor the Servicer shall knowingly accept, on behalf of the Trust Estate any income from assets other than those permitted to be held by a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.04 or 3.14(b)), unless such sale is pursuant to a "qualified liquidation" as defined in Code Section 860F(a)(4)(A) and in accordance with Article X. (e) The Trustee shall maintain books with respect to the Trust on a calendar year taxable year and on an accrual basis. Neither the Servicer nor the Trustee shall engage in a "prohibited transaction" (as defined in Code Section 860F(a)(2)), except that, with the prior written consent of the Servicer and the Depositor, the Trustee may engage in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and (d); provided that the Servicer shall have delivered to the Trustee an Opinion of Counsel to the effect that such transaction will not result in the imposition of a tax on the REMIC and will not disqualify the Trust Estate from treatment as a REMIC; and, provided further, that the Servicer shall have demonstrated to the satisfaction of the Trustee that such action will not adversely affect the rights of the Holders of the Certificates and the Trustee and that such action will not adversely impact the rating of the Certificates. ARTICLE VI THE CERTIFICATES Section 6.01 The Certificates. The Classes of Senior Certificates and the Subordinate Certificates shall be substantially in the forms set forth in Exhibits A-1, A-2, A-3, A-4, A-5, A-PO, A-R, B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse of all Certificates) and shall, on original issue, be executed by the Trustee and shall be countersigned and delivered by the Trustee to or upon the order of the Depositor upon receipt by the Trustee of the documents specified in Section 2.01. The Senior Certificates (other than the Class A-PO and Class A-R Certificates) shall be available to investors in interests representing minimum dollar Certificate Balances of $1,000 and integral multiples of $1 in excess thereof. The Subordinate Certificates and the Class A-PO Certificates shall be available to investors in interests representing minimum dollar Certificate Balances of $25,000 and integral dollar multiples of $1 in excess thereof (except one Certificate of such Class may be issued with a different Certificate Balance. The Class A-R Certificate shall be in a minimum denomination of $100. The Senior Certificates (other than the Class A-R Certificate) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the execution and delivery of such Certificates or did not hold such offices or positions at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate shall have been manually countersigned by the Trustee substantially in the form provided for herein, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. Section 6.02 Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at an office or agency in the city in which the Corporate Trust Office of the Trustee is located a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. (b) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized denominations of a like Class, tenor and aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and the Trustee shall authenticate, countersign and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. (c) (i) Except as provided in paragraph (c)(iii) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (A) registration of the Certificates may not be transferred by the Trustee except to another Depository; (B) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (C) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (D) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (E) the Trustee shall deal with the Depository as the representative of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of the Depository shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (F) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. (ii) All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (iii) If (A) (1) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository, and (2) the Trustee or the Depositor is unable to locate a qualified successor, (B) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository or (C) after the occurrence of an Event of Default, Certificate Owners representing at least 51% of the aggregate Class Certificate Balances of the Book-Entry Certificates together advise the Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Certificate Owners, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of definitive, fully-registered Certificates (the "Definitive Certificates") to Certificate Owners requesting the same. Upon surrender to the Trustee of the related Class of Certificates by the Depository (or by the Certificate Custodian, if it holds such Class on behalf of the Depository), accompanied by the instructions from the Depository for registration, the Trustee shall issue the Definitive Certificates. None of the Servicer, the Depositor or the Trustee shall be liable for any delay in delivery of such instruction and may conclusively rely on, and shall be protected in relying on, such instructions. The Depositor shall provide the Trustee with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon the issuance of Definitive Certificates, the Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) No transfer of a Private Certificate shall be made unless such transfer is exempt from the registration requirements of the 1933 Act and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, (i) unless such transfer is made in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit G-1 and a certificate from such Certificateholder's prospective transferee substantially in the form attached hereto either as Exhibit G-2A or as Exhibit G-2B, which certificates shall not be an expense of the Trustee or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Seller, their affiliates or both. The Depositor shall provide to any Holder of a Private Certificate and any prospective transferees designated by any such Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such certificate without registration thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (e) No transfer of an ERISA Restricted Certificate shall be made unless the transferee delivers to the Trustee either (i) a representation letter in the form of Exhibit H from the transferee of such Certificate, which representation letter shall not be an expense of the Depositor, the Trustee or the Servicer, or (ii) in the case of any ERISA Restricted Certificate presented for registration in the name of an employee benefit plan or arrangement, including an individual retirement account, subject to ERISA, the Code, or any federal, state or local law ("Similar Law") which is similar to ERISA or the Code (collectively, a "Plan"), or a trustee or custodian of any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee and the Servicer to the effect that the purchase or holding of such ERISA Restricted Certificate by or on behalf of such Plan will not result in the assets of the Trust Estate being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA, the Code or Similar Law and will not subject the Trustee, the Depositor or the Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Servicer. Any transferee of an ERISA Restricted Certificate that does not comply with either clause (i) or (ii) of the preceding sentence will be deemed to have made one of the representations set forth in Exhibit H. Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA Restricted Certificate to or on behalf of a Plan without the delivery to the Trustee and the Servicer of an Opinion of Counsel satisfactory to the Trustee and the Servicer as described above shall be void and of no effect. Neither the Trustee nor the Certificate Registrar shall have any liability for transfers of Book-Entry Certificates made through the book-entry facilities of the Depository or between or among any Depository Participants or Certificate Owners, made in violation of applicable restrictions. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. To the extent permitted under applicable law (including, but not limited to, ERISA), the Trustee shall be under no liability to any Person for any registration of transfer of any ERISA Restricted Certificate that is in fact not permitted by this Section 6.02 or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Trustee in accordance with the foregoing requirements. (f) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Residual Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Residual Certificate, the Trustee shall require delivery to it, in form and substance satisfactory to it, of an affidavit in the form of Exhibit I hereto from the proposed transferee. (iv) Notwithstanding the delivery of an affidavit by a proposed transferee under clause (iii) above, if a Responsible Officer of the Trustee has actual knowledge that the proposed transferee is not a Permitted Transferee, no transfer of any Ownership Interest in a Residual Certificate to such proposed transferee shall be effected. (v) No Ownership Interest in a Residual Certificate may be purchased by or transferred to any Person that is not a U.S. Person, unless (A) such Person holds such Residual Certificate in connection with the conduct of a trade or business within the United States and furnishes the transferor and the Trustee with an effective Internal Revenue Service Form 4224 (or successor thereto) or (B) the transferee delivers to both the transferor and the Trustee an Opinion of Counsel from a nationally-recognized tax counsel to the effect that such transfer is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of a Residual Certificate will not be disregarded for federal income tax purposes. (vi) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section 6.02 shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section 6.02, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section 6.02, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section 6.02 or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of the Agreement so long as the transfer was registered in accordance with this Section 6.02. The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee. (vii) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then the Trustee, based on information provided to the Trustee by the Servicer, will provide to the Internal Revenue Service, and to the Persons specified in Section 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The expenses of the Trustee under this clause (vii) shall be reimbursable by the Trust. (viii) No Ownership Interest in a Residual Certificate shall be acquired by a Plan or any Person acting on behalf of a Plan. (g) [Reserved] (h) No service charge shall be imposed for any transfer or exchange of Certificates of any Class, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (i) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar. Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee, the Depositor and the Certificate Registrar such security or indemnity reasonably satisfactory to each, to save each of them harmless, then, in the absence of actual notice to the Trustee or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall countersign and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor, Class and Percentage Interest but bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 6.04 Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the Depositor, the Servicer, the Trustee, the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 5.01 and for all other purposes whatsoever, and none of the Depositor, the Servicer, the Trustee, the Certificate Registrar or any agent of the Servicer, the Trustee or the Certificate Registrar shall be affected by notice to the contrary. ARTICLE VII THE DEPOSITOR AND THE SERVICER Section 7.01 Respective Liabilities of the Depositor and the Servicer. The Depositor and the Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Depositor and the Servicer herein. By way of illustration and not limitation, the Depositor is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 8.01 to assume any obligations of the Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith. Section 7.02 Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect its existence, rights and franchises as a separate entity under the laws governing its organization, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor or the Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Servicer shall be qualified to service mortgage loans on behalf of FNMA or FHLMC. Section 7.03 Limitation on Liability of the Depositor, the Servicer and Others. None of the Depositor, the Servicer or any of the directors, officers, employees or agents of the Depositor or of the Servicer shall be under any liability to the Trust Estate or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Servicer and any director, officer, employee or agent of the Depositor or the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer and any director, officer, employee or agent of the Depositor or the Servicer shall be indemnified by the Trust Estate and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither of the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate, and the Depositor and the Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Servicer Custodial Account as provided by Section 3.11. Section 7.04 Depositor and Servicer Not to Resign. Subject to the provisions of Section 7.02, neither the Depositor nor the Servicer shall resign from its respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Depositor or the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation by the Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 8.05 hereof. ARTICLE VIII DEFAULT Section 8.01 Events of Default. If any one of the following events ("Events of Default") shall occur and be continuing: (a) any failure by the Servicer to deposit amounts in the Servicer Custodial Account in the amount and manner provided herein so as to enable the Trustee to distribute to Holders of Certificates any payment required to be made under the terms of such Certificates and this Agreement (other than the payments required to be made under Section 3.20) which continues unremedied for a period of five days; or (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in the Certificates or in this Agreement, which covenants and agreements continue unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee or the Depositor, or to the Servicer, the Depositor and the Trustee by the Holders of Certificates evidencing Voting Rights aggregating not less than 25% of all Certificates affected thereby; or (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings against the Servicer, or for the winding up or liquidation of the Servicer's affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (e) the failure of the Servicer to remit any Periodic Advance required to be remitted by the Servicer pursuant to Section 3.20 which failure continues unremedied at 3:00 p.m. on the related Distribution Date; then, and in each and every such case, so long as an Event of Default shall not have been remedied by the Servicer, either the Trustee or the Depositor may, and at the direction of the Holders of Certificates evidencing Voting Rights aggregating not less than 51% of all Certificates affected thereby shall, by notice then given in writing to the Servicer (and to the Trustee, if given by the Depositor, and to the Depositor, if given by the Trustee), terminate all of the rights and obligations of the Servicer under this Agreement. If an Event of Default described in clause (e) hereof shall occur, the Trustee shall, by notice to the Servicer, terminate all of the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and proceeds thereof and the Trustee or a successor Servicer appointed pursuant to Section 8.05 shall make the Advance which the Servicer failed to make. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01, unless and until such time as the Trustee shall appoint a successor Servicer pursuant to Section 8.05, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Mortgage Loans and related documents, or otherwise, including, without limitation, the recordation of the assignments of the Mortgage Loans to it. The Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that have been deposited by the Servicer in the Servicer Custodial Account or thereafter received by the Servicer with respect to the Mortgage Loans. Upon obtaining notice or knowledge of the occurrence of any Event of Default, the Person obtaining such notice or knowledge shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to each Rating Agency. All costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer. Notwithstanding the termination of the Servicer pursuant hereto, the Servicer shall remain liable for any causes of action arising out of any Event of Default occurring prior to such termination. Section 8.02 Remedies of Trustee. During the continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights specified in Section 8.01, shall have the right, in its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Section 8.03 Directions by Certificateholders and Duties of Trustee During Event of Default. During the continuance of any Event of Default, Holders of Certificates evidencing Voting Rights aggregating not less than 25% of each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement; provided, however, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (a) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, and (b) the terminating of the Servicer or any successor Servicer from its rights and duties as servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby and, provided further, that, subject to the provisions of Section 9.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders. Section 8.04 Action upon Certain Failures of the Servicer and upon Event of Default. In the event that the Trustee shall have actual knowledge of any failure of the Servicer specified in Section 8.01(a) or (b) which would become an Event of Default upon the Servicer's failure to remedy the same after notice, the Trustee shall give notice thereof to the Servicer. If the Trustee shall have knowledge of an Event of Default, the Trustee shall give prompt written notice thereof to the Certificateholders. Section 8.05 Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 8.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with the appointment of a successor Servicer or the assumption of the duties of the Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor Servicer as it and such successor shall agree; provided, however, that any Person assuming the duties of the Servicer shall pay to such predecessor an amount equal to the market value of the portion of the Servicing Fee that will accrue in the future due to the Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The "market value" of such portion of the Servicing Fee shall be determined by Bank of America, N.A., on the basis of at least two quotations from third parties actively engaged in the servicing of single-family mortgage loans. If the successor Servicer does not agree that such market value is a fair price, such successor shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. The market value of the excess portion of the Servicing Fee will then be equal to the average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the highest figure obtained by the successor Servicer. Payment of the amount calculated above shall be made to Bank of America, N.A., by the successor Servicer no later than the last Business Day of the month in which such successor Servicer becomes entitled to receive the Servicing Fee under this Agreement. In no event will any portion of the Trust Estate be used to pay amounts due to Bank of America, N.A. under this Section 8.05(b). (c) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.03. Section 8.06 Notification to Certificateholders. Upon any termination or appointment of a successor to the Servicer pursuant to this Article VIII, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to each Rating Agency. ARTICLE IX THE TRUSTEE Section 9.01 Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred of which a Responsible Officer of the Trustee shall have actual knowledge (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a reasonably prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. (b) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misfeasance; provided, however, that: (i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee by the Depositor or the Servicer and which on their face, do not contradict the requirements of this Agreement; (ii) The Trustee (in its individual capacity) shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (iii) The Trustee (in its individual capacity) shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Certificateholders as provided in Section 8.03; (iv) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the Trustee) specified in clauses (a) and (b) of Section 8.01 or an Event of Default under clauses (c), (d) and (e) of Section 8.01 unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or any officer of the Trustee receives written notice of such failure or event at its Corporate Trust Office from the Servicer, the Depositor or any Certificateholder; and (v) Except to the extent provided in Section 8.05, no provision in this Agreement shall require the Trustee to expend or risk its own funds (including, without limitation, the making of any Advance as successor Servicer) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee hereunder, or in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably assured to it. Section 9.02 Certain Matters Affecting the Trustee. Except as otherwise provided in Section 9.01: (i) The Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (iii) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs; (iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) Prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders or Certificate or any Class evidencing, as to such Class, Percentage Interests, aggregating not less than 50%; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to so proceeding; and (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys. Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans. The recitals contained herein and in the Certificates (other than the execution of, and the counter-signature on the Certificates) shall be taken as the statements of the Depositor or Servicer, as applicable, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates or any Mortgage Loans save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, as to enforcement of remedies, to applicable insolvency, receivership, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether enforcement of such remedies is considered in a proceeding in equity or at law). The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans hereunder by the Depositor, or for the use or application of any funds paid to Subservicers or the Servicer in respect of the Mortgage Loans or deposited into the Servicer Custodial Account, or any other account hereunder (other than the Certificate Account) by the Servicer. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority or for or with respect to the sufficiency of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition and ownership of any Mortgaged Property; the existence and enforceability of any hazard insurance thereon (other than if the Trustee shall assume the duties of the Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the successor Servicer); the validity of the assignment of any Mortgage Loan to the Trustee or of any intervening assignment; the completeness of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the Trustee as successor Servicer); the compliance by the Depositor or the Servicer with any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation; any investment of monies by or at the direction of the Servicer or any loss resulting therefrom, it being understood that the Trustee shall remain responsible for any Trust property that it may hold in its individual capacity; the acts or omissions of any of the Depositor, the Servicer (other than if the Trustee shall assume the duties of the Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the Trustee as successor Servicer), any Subservicer or any Mortgagor; any action of the Servicer (other than if the Trustee shall assume the duties of the Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the Trustee as successor Servicer) or any Subservicer taken in the name of the Trustee; the failure of the Servicer or any Subservicer to act or perform any duties required of it as agent of the Trustee hereunder; or any action by the Trustee taken at the instruction of the Servicer (other than if the Trustee shall assume the duties of the Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the Trustee as successor Servicer); provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement, including, without limitation, the Trustee's review of the Mortgage Files pursuant to Section 2.02. The Trustee shall file any financing or continuation statement in any public office at any time required to maintain the perfection of any security interest or lien granted to it hereunder. Section 9.04 Trustee May Own Certificates. The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Trustee and may otherwise deal with the Servicer, any Subservicer or any of their respective affiliates with the same right it would have if it were not the Trustee. Section 9.05 Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be (a) an institution the deposits of which are fully insured by the FDIC and (b) a corporation or banking association organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority and (c) with respect to every successor trustee hereunder either an institution (i) the long-term unsecured debt obligations of which are rated at least "A2" by Moody's and "A" by Fitch or (ii) whose serving as Trustee hereunder would not result in the lowering of the ratings originally assigned to any Class of Certificates. The Trustee shall not be an affiliate of the Depositor or the Servicer. If such corporation or banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 9.05, the combined capital and surplus of such corporation or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provision of this Section 9.05, the Trustee shall resign immediately in the manner and with the effect specified in Section 9.06. Section 9.06 Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Servicer and mailing a copy of such notice to all Holders of record. The Trustee shall also mail a copy of such notice of resignation to each Rating Agency. Upon receiving such notice of resignation, the Servicer shall use their best efforts to promptly appoint a mutually acceptable successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.05 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor. The Holders of Certificates evidencing not less than 50% of the Voting Rights may at any time remove the Trustee by written instrument or instruments delivered to the Servicer and the Trustee; the Servicer shall thereupon use their best efforts to appoint a mutually acceptable successor Trustee in accordance with this Section 9.06. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.06 shall become effective upon acceptance of appointment by the successor Trustee as provided in Section 9.07. Section 9.07 Successor Trustee. Any successor Trustee appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall duly assign, transfer, deliver and pay over to the successor Trustee the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee in the administration hereof as may be reasonably requested by the successor Trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement; provided, however, that if the predecessor Trustee has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee incurred in complying with this Section 9.07 shall be reimbursed by the Trust. No successor Trustee shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 9.05. Upon acceptance of appointment by a successor Trustee as provided in this Section 9.07, the Servicer shall cooperate to mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency. If the Servicer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer. Section 9.08 Merger or Consolidation of Trustee. Any corporation or banking association into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or banking association succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, if such corporation or banking association is eligible under the provisions of Section 9.05, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 9.09 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any of the provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any Mortgaged Property may at the time be located or for any other reason, the Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee as co-trustee or separate trustee of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity, such title to the Trust Estate, or any part thereof, and, subject to the other provision of this Section 9.09, such powers, duties, obligations, rights and trusts as the Servicer and the Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within ten days after the receipt by it of a request to do so, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 9.05 and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 9.07. In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 9.09, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee. No trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee hereunder; provided, however, that no appointment of a co-trustee or separate trustee hereunder shall relieve the Trustee of its obligations hereunder. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article IX. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee. Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall become incapable of acting, resign or be removed, or shall be adjudged a bankrupt or insolvent, or a receiver of its property shall be appointed, or any public officer shall take charge or control of such trustee or co-trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Section 9.10 Authenticating Agents. The Trustee may appoint one or more authenticating agents ("Authenticating Agents") which shall be authorized to act on behalf of the Trustee in authenticating or countersigning Certificates. Initially, the Authenticating Agent shall be The Bank of New York. Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Trustee or the Trustee's certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities. Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Section 9.11 Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to receive on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date pursuant to Section 5.02(a). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees) (a) incurred in connection with any claim or legal action relating to (i) this Agreement, (ii) the Certificates, or (iii) the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder, (b) resulting from any tax or information return which was prepared by, or should have been prepared by, the Servicer and (c) arising out of the transfer of any Private Certificate not in compliance with ERISA. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, the Trust shall reimburse the Trustee for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the Trustee intend to enter into a separate agreement for custody-related services. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Certificate Registrar or Paying Agent hereunder or for any other expenses. Section 9.12 Appointment of Custodian. The Trustee may at any time on or after the Closing Date, with the consent of the Depositor and the Servicer, appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Trustee, by entering into a custodial agreement in a form acceptable to the Depositor and the Servicer. Subject to this Article IX, the Trustee agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders. Each Custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $10,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. Section 9.13 Paying Agents. The Trustee may appoint one or more Paying Agents (each, a "Paying Agent") which shall be authorized to act on behalf of the Trustee in making withdrawals from the Certificate Account and distributions to Certificateholders as provided in Section 3.08 and Section 5.02. Wherever reference is made in this Agreement to the withdrawal from the Certificate Account by the Trustee, such reference shall be deemed to include such a withdrawal on behalf of the Trustee by a Paying Agent. Initially, the Paying Agent shall be The Bank of New York. Whenever reference is made in this Agreement to a distribution by the Trustee or the furnishing of a statement to Certificateholders by the Trustee, such reference shall be deemed to include such a distribution or furnishing on behalf of the Trustee by a Paying Agent. Each Paying Agent shall provide to the Trustee such information concerning the Certificate Account as the Trustee shall request from time to time. Each Paying Agent must be reasonably acceptable to the Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any state, having (except in the case of the Trustee) a principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. Any corporation into which any Paying Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent shall be a party, or any corporation succeeding to the corporate agency business of any Paying Agent, shall continue to be the Paying Agent provided that such corporation after the consummation of such merger, conversion, consolidation or succession meets the eligibility requirements of this Section 9.13. Any Paying Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer; provided that the Paying Agent has returned to the Certificate Account or otherwise accounted, to the reasonable satisfaction of the Trustee, for all amounts it has withdrawn from the Certificate Account. The Trustee may, upon prior written approval of the Servicer, at any time terminate the agency of any Paying Agent by giving written notice of termination to such Paying Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Paying Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.13, the Trustee may appoint, upon prior written approval of the Servicer, a successor Paying Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Paying Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Paying Agent. The Trustee shall remain liable for any duties and obligations assumed by its appointed Paying Agent. Section 9.14 Limitation of Liability. The Certificates are executed by the Trustee, not in its individual capacity but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it by this Agreement. Each of the undertakings and agreements made on the part of the Trustee in the Certificates is made and intended not as a personal undertaking or agreement by the Trustee but is made and intended for the purpose of binding only the Trust. Section 9.15 Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and such preceding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursement and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been recovered. Section 9.16 Suits for Enforcement. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee, in its discretion, may proceed to protect and enforce its rights and the rights of the Holders of Certificates under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. Section 9.17 Waiver of Bond Requirement. The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee post a bond or other surety with any court, agency or body whatsoever. Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement. The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee file any inventory, accounting or appraisal of the Trust with any court, agency or body at any time or in any manner whatsoever. ARTICLE X TERMINATION Section 10.01 Termination upon Purchase by the Depositor or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby (other than the obligation of Trustee to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Trustee pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Depositor of all Mortgage Loans and all REO Property remaining in the Trust Estate at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) and (ii) the fair market value of such REO Property (as determined by the Depositor as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as one month's interest at the related Mortgage Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all REO Property; 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. The right of the Depositor to repurchase all Mortgage Loans pursuant to (a) above is conditioned upon the Pool Stated Principal Balance as of the Final Distribution Date being less than 10% of the Cut-Off Date Pool Principal Balance. If such right is exercised, the Trustee shall, promptly following payment of the purchase price, release to the Depositor or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased. Notice of any termination, specifying the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and for cancellation, shall be given promptly by the Depositor (if exercising its right to purchase the assets of the Trust) or by the Trustee (in any other case) by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (2) the amount of any such final payment and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Depositor is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trustee and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Depositor, the Depositor shall deposit in the Certificate Account on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on the Final Distribution Date equal to the purchase price for the related assets of the Trust computed as above provided together with a statement as to the amount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders of each Class, in the order set forth in Section 5.02 hereof, on the final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (I) as to each Class of Certificates, the Class Certificate Balance thereof plus (a) accrued interest thereon in the case of an interest bearing Certificate and (b) the Class A-PO Deferred Amount with respect to the Class A-PO Certificates, and (II) as to the Class A-R Certificate, the amounts, if any, which remain on deposit in the Certificate Account (other than the amounts retained to meet claims) after application pursuant to clause (I) above. If all of the Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in final distribution to Certificateholders to continue to be held by the Trustee in an Eligible Account for the benefit of such Certificateholders and the Depositor (if it exercised its right to purchase the assets of the Trust Estate) or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in such Eligible Account. Section 10.02 Additional Termination Requirements. (a) If the Depositor exercises its purchase option as provided in Section 10.01, the Trust shall be terminated in accordance with the following additional requirements, unless the Trustee has received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on "prohibited transactions" of the Trust as defined in Section 860F of the Code, or (ii) cause the Trust Estate to fail to qualify as a REMIC at any time that any Certificates are outstanding: (i) within 90 days prior to the Final Distribution Date set forth in the notice given by the Depositor under Section 10.01, the Trustee shall sell all of the assets of the Trust Estate to the Depositor for cash; and (ii) the notice given by the Depositor or the Trustee pursuant to Section 10.01 shall provide that such notice constitutes the adopting of a plan of complete liquidation of the REMIC as of the date of such notice (or, if earlier, the date on which such notice was mailed to Certificateholders). The Trustee shall also specify such date in the final tax return of the REMIC. (b) By acceptance of the Residual Certificate, the Holder thereof hereby agrees to take such other action in connection with such plan of complete liquidation as may be reasonably requested by the Depositor. ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment. This Agreement may be amended from time to time by the Depositor, the Servicer and the Trustee without the consent of any of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct or supplement any provisions herein or therein which may be inconsistent with any other provisions of this Agreement, any amendment to this Agreement or the related Prospectus Supplement, (iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of the Trust Estate as a REMIC at all times that any Certificates are outstanding or to avoid or minimize the risk of the imposition of any tax on the REMIC pursuant to the Code that would be a claim against the Trust Estate, provided that (a) the Trustee has received an Opinion of Counsel to the effect that such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action shall not, as evidenced by such Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder, (iv) to change the timing and/or nature of deposits into the Certificate Account provided that (a) such change shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder and (b) such change shall not adversely affect the then-current rating of the Senior Certificates, the Class B-1 Certificates, the Class B-2 Certificates, the Class B-3 Certificates, the Class B-4 Certificates or the Class B-5 Certificates as evidenced by a letter from each Rating Agency rating such Certificates to such effect and (v) to make any other provisions with respect to matters or questions arising under this Agreement which shall not be materially inconsistent with the provisions of this Agreement, provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder, provided that the amendment shall not be deemed to adversely affect in any material respect the interests of the Certificateholders and no Opinion of Counsel to that effect shall be required if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates. This Agreement may also be amended from time to time by the Depositor, the Servicer and the Trustee, with the consent of the Holders of Certificates of each Class of Certificates which is affected by such amendment, evidencing, as to each such Class of Certificates, Percentage Interests aggregating not less than 66-2/3%, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of such Certificates; provided, however, that no such amendment shall (A) reduce in any manner the amount of, or delay the timing of, collections of payments on Mortgage Loans or distributions which are required to be made on any Certificate without the consent of the Holder of such Certificate or (B) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the Holders of all Certificates then Outstanding. Prior to the solicitation of consent of Certificateholders in connection with any such amendment, the party seeking such amendment shall furnish the Trustee with an Opinion of Counsel stating whether such amendment would adversely affect the qualification of the Trust Estate as a REMIC and notice of the conclusion expressed in such Opinion of Counsel shall be included with any such solicitation. An amendment made with the consent of all Certificateholders and executed in accordance with this Section 11.01 shall be permitted or authorized by this Agreement notwithstanding that such Opinion of Counsel may conclude that such amendment would adversely affect the qualification of the Trust Estate as a REMIC. Promptly after the execution of any such amendment or consent the Trustee shall furnish written notification of the substance of or a copy of such amendment to each Certificateholder and to each Rating Agency. It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. Section 11.02 Recordation of Agreement. This Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer and at its expense on direction by the Trustee, who will act at the direction of Holders of Certificates evidencing not less than 50% of all Voting Rights, but only upon direction of the Trustee accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of Certificateholders. For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Section 11.03 Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as provided herein, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of Certificates affected thereby shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 11.05 Notices. All demands, notices, instructions, directions, requests and communications required to be delivered hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by certified mail, return receipt requested, (provided, however, that notices to the Trustee may be delivered by facsimile and shall be deemed effective upon receipt ) to (a) in the case of the Depositor, Bank of America Mortgage Securities, Inc., 101 South Tryon Street, Charlotte, North Carolina 28255, Attention: General Counsel and Chief Financial Officer, (b) in the case of the Servicer, Bank of America, N.A., 2810 North Parham Road, Richmond, Virginia 23294, Attention: Servicing Manager, with a copy to: Bank of America, N.A. 101 South Tryon Street, Charlotte, North Carolina, 28255, Attention: General Counsel and Chief Financial Officer, (c) in the case of the Trustee, 101 Barclay Street - 12E, New York, New York 10286, Attention: Corporate Trust - MBS Group (Fax: (212) 815-5309), (d) in the case of Moody's, Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007, Attn: Residential Mortgage Monitoring Group, and (e) in the case of Fitch, Fitch, Inc., One State Street Plaza, New York, New York 10004, Attn: Residential Mortgage Surveillance Group; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. Section 11.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof. Section 11.07 Certificates Nonassessable and Fully Paid. It is the intention of the Trustee that Certificateholders shall not be personally liable for obligations of the Trust Estate, that the beneficial ownership interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust Estate or for any reason whatsoever, and that Certificates upon execution, countersignature and delivery thereof by the Trustee pursuant to Section 6.01 are and shall be deemed fully paid. Section 11.08 Access to List of Certificateholders. The Certificate Registrar will furnish or cause to be furnished to the Trustee, within 15 days after the receipt of a request by the Trustee in writing, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date for payment of distributions to Certificateholders. If three or more Certificateholders apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. Section 11.09 Recharacterization. The parties to this Agreement intend the conveyance by the Depositor to the Trustee of all of its right, title and interest in and to the Mortgage Loans pursuant to this Agreement to constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to the extent that such conveyance is held not to constitute a sale under applicable law, it is intended that this Agreement shall constitute a security agreement under applicable law and that the Depositor shall be deemed to have granted to the Trustee a first priority security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans. IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused this Agreement to be duly executed by their respective officers thereunto duly authorized to be hereunto affixed, all as of the day and year first above written. BANK OF AMERICA MORTGAGE SECURITIES, INC., as Depositor By: --------------------------------------- Name: Judy Ford Title: Vice President BANK OF AMERICA, N.A., as Servicer By: --------------------------------------- Name: Robert J. DeBenedet Title: Senior Vice President THE BANK OF NEW YORK, as Trustee By: --------------------------------------- Name: Title: STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) ) On the 27th day of March, 2001, before me, a notary public in and for the State of New York, personally appeared , known to me who, being by me duly sworn, did depose and say that s/he is a of The Bank of New York, a New York banking corporation, one of the parties that executed the foregoing instrument; and that s/he signed his/her name thereto by order of the Board of Directors of such corporation. --------------------------------------- Notary Public [Notarial Seal] My commission expires ___________________. STATE OF NORTH CAROLINA ) ) ss.: COUNTY OF MECKLENBURG ) ) On the 27th day of March, 2001, before me, a notary public in and for the State of North Carolina, personally appeared Judy Ford, known to me who, being by me duly sworn, did depose and say that she is the Vice President of Bank of America Mortgage Securities, Inc. a Delaware corporation, one of the parties that executed the foregoing instrument; and that she signed her name thereto by order of the Board of Directors of such corporation. --------------------------------------- Notary Public [Notarial Seal] My commission expires ___________________. STATE OF NORTH CAROLINA ) ) ss.: COUNTY OF MECKLENBURG ) ) On the 27th day of March, 2001, before me, a notary public in and for the State of North Carolina, personally appeared Robert J. DeBenedet, known to me who, being by me duly sworn, did depose and say that he is the Senior Vice President of Bank of America, N.A., a national banking association, one of the parties that executed the foregoing instrument; and that he signed her name thereto by order of the Board of Directors of such corporation. --------------------------------------- Notary Public [Notarial Seal] My commission expires ___________________. EXHIBIT A-1 [FORM OF FACE OF CLASS A-1 CERTIFICATE] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-1 evidencing an interest in a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $345,070,000.00 Pass-Through Rate: 7.000% CUSIP No.: 06423J AA 2 THIS CERTIFIES THAT ________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing ___ Agreement. ___ Accordingly, ___ the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing ___ Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * EXHIBIT A-2 [FORM OF FACE OF CLASS A-2 CERTIFICATE] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-2 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW. AFTER THE SENIOR CREDIT SUPPORT DEPETION DATE, THE PRINCIPAL PORTION OF REALIZED LOSSES, OTHER THAN EXCESS LOSSES, ALLOCATED TO THE CLASS A-4 CERTIFICATES WILL BE BORNE BY THE CLASS A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-2 evidencing an interest in a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $505,000.00 Pass-Through Rate: 7.000% CUSIP No.: 06423J AB 0 THIS CERTIFIES THAT ______________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing ___ Agreement. ___ Accordingly, ___ the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing ___ Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * EXHIBIT A-3 [FORM OF FACE OF CLASS A-3 CERTIFICATE] Mortgage Pass-Through Certificates, Series 2001-3 Class A-3 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE CERTIFICATE BALANCE OF THIS CERTIFICATE AND BECAUSE REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MORE OR LESS THAN THE AMOUNT SET FORTH BELOW. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-3 evidencing an interest in a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $12,016,000.00 Pass-Through Rate: 7.000% CUSIP No.: 06423J AC 8 THIS CERTIFIES THAT ______________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement. Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * EXHIBIT A-4 [FORM OF FACE OF CLASS A-4 CERTIFICATE] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-4 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-4 evidencing an interest in a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $29,467,000.00 Pass-Through Rate: 7.000% CUSIP No.: 06423J AD 6 THIS CERTIFIES THAT _______________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement. Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * EXHIBIT A-5 [FORM OF FACE OF CLASS A-5 CERTIFICATE] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-5 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-5 evidencing an interest in a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $45,000,000.00 Pass-Through Rate: 7.000% CUSIP No.: 06423J AE 4 THIS CERTIFIES THAT _______________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement. Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * EXHIBIT A-PO [FORM OF FACE OF CLASS A-PO CERTIFICATE] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-PO [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-PO evidencing an interest in a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $135,338.00 CUSIP No.: 06423J AF 1 THIS CERTIFIES THAT _______________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement. Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This Class A-PO Certificate represents the right to receive principal only. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * EXHIBIT A-R [FORM OF FACE OF CLASS A-R CERTIFICATE] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-R SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THIS CLASS A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF OR INVESTING ASSETS OF A PLAN. TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN THE PURPORTED TRANSFEREE. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class A-R evidencing a 100% Percentage Interest in the distributions allocable to the Certificate of the above-referenced Class with respect to a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $100.00 Pass-Through Rate: 7.000% CUSIP No.: 06423J AG 9 THIS CERTIFIES THAT _____________ is the registered owner of 100% Percentage Interest evidenced by this Certificate in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement. Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. Any distribution of the proceeds of any remaining assets of the Certificate Account will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office. Each Person who has or who acquires this Class A-R Certificate shall be deemed by the acceptance or acquisition thereof to have agreed to be bound by the following provisions and the rights of each Person acquiring this Class A-R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring this Class A-R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee; (ii) no Person shall acquire an ownership interest in this Class A-R Certificate unless such ownership interest is a pro rata undivided interest; (iii) in connection with any proposed transfer of this Class A-R Certificate, the Trustee shall require delivery to it, in form and substance satisfactory to it, of an affidavit in the form of Exhibit I to the Pooling and Servicing Agreement; (iv) notwithstanding the delivery of an affidavit by a proposed transferee under clause (iii) above, if a Responsible Officer of the Trustee has actual knowledge that the proposed transferee is not a Permitted Transferee, no transfer of any Ownership Interest in this Residual Certificate to such proposed transferee shall be effected; (v) this Residual Certificate may not be purchased by or transferred to any Person that is not a U.S. Person, unless (A) such Person holds this Residual Certificate in connection with the conduct of a trade or business within the United States and furnishes the transferor and the Trustee with an effective Internal Revenue Service Form 4224 (or any successor thereto) or (B) the transferee delivers to both the transferor and the Trustee an Opinion of Counsel from a nationally-recognized tax counsel to the effect that such transfer is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of this Residual Certificate will not be disregarded for federal income tax purposes; (vi) any attempted or purported transfer of this Class A-R Certificate in violation of the provisions of such restrictions shall be absolutely null and void and shall vest no rights in the purported transferee; and (vii) if any Person other than a Permitted Transferee acquires the Class A-R Certificate in violation of such restrictions, then the Trustee, based on information provided to the Trustee by the Servicer, will provide to the Internal Revenue Service, and to the Persons specified in Section 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * EXHIBIT B-1 [FORM OF FACE OF CLASS B-1CERTIFICATE] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class B-1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW. THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class B-1 evidencing an interest in a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $9,680,000.00 Pass-Through Rate: 7.000% CUSIP No.: 06423J AH 7 THIS CERTIFIES THAT _______________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement. Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * [FORM OF FACE OF CLASS B-2 CERTIFICATE] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class B-2 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW. THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class B-2 evidencing an interest in a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $3,377,000.00 Pass-Through Rate: 7.000% CUSIP No.: 06423J AJ 3 THIS CERTIFIES THAT _______________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement. Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * EXHIBIT B-3 [FORM OF FACE OF CLASS B-3 CERTIFICATE] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class B-3 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW. THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1 AND CLASS B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class B-3 evidencing an interest in a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $2,026,000.00 Pass-Through Rate: 7.000% CUSIP No.: 06423J AK 0 THIS CERTIFIES THAT _______________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement. Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * EXHIBIT B-4 [FORM OF FACE OF CLASS B-4 CERTIFICATE] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class B-4 SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW. THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1, CLASS B-2 AND CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class B-4 evidencing an interest in a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $1,126,000.00 Pass-Through Rate: 7.000% CUSIP No.: 06423J AL 8 THIS CERTIFIES THAT _________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement. Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder's prospective transferee substantially in the form attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall not be an expense of the Trustee or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Seller, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * EXHIBIT B-5 [FORM OF FACE OF CLASS B-5 CERTIFICATE] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class B-5 SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW. THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1, CLASS B-2, CLASS B-3 AND CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class B-5 evidencing an interest in a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $901,000.00 Pass-Through Rate: 7.000% CUSIP No.: 06423J AM 6 THIS CERTIFIES THAT _________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement. Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder's prospective transferee substantially in the form attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall not be an expense of the Trustee or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Seller, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * EXHIBIT B-6 [FORM OF FACE OF CLASS B-6 CERTIFICATE] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class B-6 SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW. THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1, CLASS B-2, CLASS B-3, CLASS B-4 AND CLASS B-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates, Series 2001-3 Class B-6 evidencing an interest in a Trust consisting primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties deposited by Bank of America Mortgage Securities, Inc., as Depositor Certificate No.: Cut-Off Date: March 1, 2001 First Distribution Date: April 25, 2001 Initial Certificate Balance of this Certificate ("Denomination"): $ Initial Class Certificate Balance of this Class: $900,762.42 Pass-Through Rate: 7.000% CUSIP No.: 06423J AN 4 THIS CERTIFIES THAT _________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a Pooling and Servicing Agreement, dated March 27, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement. Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder's prospective transferee substantially in the form attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall not be an expense of the Trustee or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Seller, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * * EXHIBIT C [FORM OF REVERSE OF ALL CERTIFICATES] BANK OF AMERICA MORTGAGE SECURITIES, INC. Mortgage Pass-Through Certificates This Certificate is one of a duly authorized issue of Certificates designated as Bank of America Mortgage Securities, Inc. Mortgage Pass-Through Certificates, of the Series specified on the face hereof (collectively, the "Certificates"), and representing a beneficial ownership interest in the Trust created by the Pooling and Servicing Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Pooling and Servicing Agreement or, except as expressly provided in the Pooling and Servicing Agreement, subject to any liability under the Pooling and Servicing Agreement. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to the Pooling and Servicing Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee. Pursuant to the terms of the Pooling and Servicing Agreement, a distribution will be made on the 25th day of each calendar month (or, if such day is not a Business Day, the next Business Day) (each, a "Distribution Date"), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount required pursuant to the Pooling and Servicing Agreement. The Record Date applicable to each Distribution Date is the last Business Day of the month next preceding the month of such Distribution Date. On each Distribution Date, the Trustee shall distribute out of the Certificate Account to each Certificateholder of record on the related Record Date (other than respecting the final distribution) (a) by check mailed to such Certificateholder entitled to receive a distribution on such Distribution Date at the address appearing in the Certificate Register, or (b) upon written request by the Holder of a Regular Certificate (in the event such Certificateholder owns of record 100% of a Class of Certificates or holds Certificates of any Class having denominations aggregating $1,000,000 or more), by wire transfer or by such other means of payment as such Certificateholder and the Trustee shall agree upon, such Certificateholder's Percentage Interest in, the amount to which the related Class of Certificates is entitled in accordance with the priorities set forth in Section 5.02 of the Pooling and Servicing Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentation and surrender of such Certificate to the Trustee as contemplated by Section 10.01 of the Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the Depositor, the Servicer and the Trustee with the consent of the Holders of Certificates affected by such amendment evidencing the requisite Percentage Interest, as provided in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the Corporate Trust Office accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Servicer, the Certificate Registrar and the Trustee and any agent of the Depositor, the Servicer, the Certificate Registrar or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Servicer, the Certificate Registrar, the Trustee or any such agent shall be affected by any notice to the contrary. On any Distribution Date on which the Pool Stated Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance, the Depositor will have the option to repurchase, in whole, from the Trust all remaining Mortgage Loans and all property acquired in respect of the Mortgage Loans at a purchase price determined as provided in the Pooling and Servicing Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Pooling and Servicing Agreement will terminate upon the later of the maturity or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of all property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the Pooling and Servicing Agreement. In no event shall the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date thereof. Any term used herein that is defined in the Pooling and Servicing Agreement shall have the meaning assigned in the Pooling and Servicing Agreement, and nothing herein shall be deemed inconsistent with that meaning. IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: THE BANK OF NEW YORK, as Trustee By ---------------------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [___] Certificates referred to in the Pooling and Servicing Agreement referenced herein. THE BANK OF NEW YORK, as Trustee By ---------------------------------------- Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (Please print or typewrite name and address including postal zip code of assignee) the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust. I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: -------------------------------------------- Signature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________________________ for the account of ___________________, account number _________________________, or, if mailed by check, to Applicable statements should be mailed to _______________________ This information is provided by , the assignee named above, or , as its agent. EXHIBIT D MORTGAGE LOAN SCHEDULE Bank of America Securities Inc Series 2001-03 Settlement 3/27/01
Loan Zip Property Loan Number Last Name State Code Occupancy Type Purpose Doc Type ------ --------- ----- ---- --------- -------- ------- -------- 0023156227 MURPHY GA 30236 P PU 8 Standard 0023843659 MANCUSO NE 68601 P SF 8 Standard 0023914047 ST GELAIS CO 80920 P PU 1 Standard 0025935834 MURPHY CA 92625 P SF 8 Reduced 0028630861 GURNEY JR CA 92656 P PU 1 Standard 0028935039 HOLBROOKS NC 27562 P PU 8 Standard 0028938686 HUNTER III CO 80302 P CO 1 Reduced 0028951903 HIGHFILL JR NC 28078 P PU 1 Standard 0028955557 GAY VA 22124 P PU 1 Standard 0028972156 OUSTERLING UT 84060 P SF 1 Reduced 0028979094 FISHER MD 21042 P SF 1 Standard 0028979102 WATSON NC 27503 P SF 8 Standard 0028983526 HUDSON SC 29150 P SF 1 Reduced 0029008760 RICHMOND CO 80525 P PU 1 Standard 0029022993 GUTTLEIN NJ 07650 P SF 1 Reduced 0029027075 LANG FL 32082 P PU 1 Standard 0029033024 SMITH MO 64152 P PU 8 Reduced 0029042488 FRANK TN 37064 P PU 1 Standard 0029045770 MOORE CA 91381 P PU 1 Standard 0029058237 SHELL NC 28601 P SF 1 Reduced 0029060845 VAN DIEJIE CA 95020 P SF 8 Standard 0029061173 MOYER GA 30701 P SF 8 Standard 0029065380 VARRELMAN VA 22554 P PU 1 Reduced 0029066693 KING GA 30062 P PU 6 Reduced 0029077393 ODEN TX 75080 P SF 1 Standard 0029085180 NOETHENS CA 93065 P PU 1 Reduced 0029086931 DETWILER CA 93065 P PU 1 Reduced 0029090149 NELMS CA 91403 P SF 1 Standard 0029090651 KEENAN VA 20176 P PU 1 Standard 0029093960 PIPER CA 92692 P PU 1 Standard 0029094281 ROSEN NY 10514 P SF 6 Reduced 0029095650 WILLCUTT CA 93065 P PU 1 Standard 0029096013 WILSON MI 48374 P SF 8 Standard 0029097250 GAVENAS MI 49306 P SF 1 Reduced 0029097573 CUNNINGHAM CA 92130 P SF 1 Reduced 0029099751 TRAN CA 95132 P SF 1 Standard 0029100435 XIAO CA 92606 P PU 1 Reduced 0029102498 SCHRITTWIESER CA 94553 P SF 6 Reduced 0029103793 GALLWAS IL 60618 P 2F 8 Standard 0029104171 PIN CA 92887 P PU 1 Reduced 0029105012 BRESLIN CA 94501 P SF 1 Standard 0029106200 HOSMER CA 92211 P PU 1 Reduced 0029107018 THOMAS SC 29577 P SF 8 Reduced 0029108552 GATDULA CA 93065 P PU 1 Standard 0029109097 MORRISON AZ 85234 P PU 1 Reduced 0029109626 WHITE CA 94117 P 2F 6 Reduced 0029111531 YERES CA 94903 P SF 1 Standard 0029111580 PETERSON SC 29928 P PU 6 Reduced 0029113289 GANN CA 95003 S SF 1 Standard 0029114014 STUHR CA 95746 P SF 1 Standard 0029118551 DOETTERL FL 33071 P PU 1 Standard 0029122728 PATRICK CA 90405 P SF 1 Reduced 0029123981 FLASHBERGER CA 94588 I PU 1 Reduced 0029124039 BAGHA CA 95747 P SF 1 Reduced 0029124047 LIGOURI JR CA 94558 P SF 1 Standard 0029124070 GIRON CA 94503 P SF 1 Standard 0029125531 WONG CA 94607 P 2F 8 Standard 0029128535 WONG CA 92624 P SF 1 Reduced 0029129624 MACK III CA 92679 P PU 1 Standard 0029131984 FRY CA 92009 P PU 1 Standard 0029132966 ERICKSON DC 20024 P PU 1 Reduced 0029133063 JANG CA 94538 P SF 6 Standard 0029134830 TYLER IL 60010 P SF 8 Reduced 0029135258 IVANJACK VA 20112 P PU 1 Standard 0029135787 MICHAEL CA 94503 P SF 1 Reduced 0029136058 MICKUS CO 80435 S CO 1 Standard 0029136355 DUCKETT JR NC 27850 P SF 6 Reduced 0029136470 PANDEY CA 92130 P PU 6 Standard 0029137783 GABER CA 94503 P SF 1 Standard 0029138070 GARDNER NC 27609 P SF 8 Standard 0029139334 ACORDA CA 94545 P SF 1 Standard 0029140860 LAVENE NJ 07079 P SF 1 Standard 0029142601 PROVOST CA 94559 P SF 1 Standard 0029145067 CHERBONE CA 95062 P SF 1 Standard 0029145109 NEGI CA 94513 P SF 1 Standard 0029145794 CROSS VA 23103 P PU 8 Standard 0029147956 MONTZ AZ 85262 P SF 6 Reduced 0029149085 LENZ CA 94550 P SF 6 Standard 0029151438 RALEIGH MD 21054 P SF 1 Reduced 0029151537 NAYAK CA 95487 S SF 1 Reduced 0029152725 OGILVIE JR FL 32789 P SF 1 Reduced 0029153772 MOORE VA 22901 P SF 1 Standard 0029154770 COLEMAN GA 30097 P PU 1 Reduced 0029155686 ZOBELL UT 84010 P SF 8 Reduced 0029156866 MCKILLIP OR 97062 P SF 1 Reduced 0029157096 MONACO JR NC 28512 S SF 1 Standard 0029157252 SABOTILOVA CA 94598 P SF 1 Reduced 0029157260 ATKINSON IN 46038 P PU 1 Reduced 0029157302 CRAWFORD IL 60091 P SF 1 Reduced 0029157427 RICE OR 97455 P SF 1 Reduced 0029157567 PERSON WA 98118 P SF 1 Reduced 0029157807 OORT MA 01890 P SF 1 Reduced 0029157856 JAIN MI 48309 P SF 1 Standard 0029157914 HARBIN MD 21122 P SF 8 Standard 0029157922 ZETTERHOLM MI 48324 P SF 1 Standard 0029157948 ROSS IL 60022 P SF 6 Standard 0029158284 NGUYEN CA 95148 P SF 1 Standard 0029158300 ESKENAZI CA 90291 P SF 1 Reduced 0029158326 BROWN MA 01770 P SF 6 Reduced 0029158342 MASON CA 90036 P SF 1 Reduced 0029158417 UNGER CT 06468 P SF 1 Reduced 0029158623 NASR CA 92037 P SF 1 Reduced 0029158631 LINDEN CA 94595 P SF 1 Standard 0029158706 VO CA 92648 P PU 1 Reduced 0029158789 CHASE TX 75019 P PU 1 Reduced 0029158904 CROWELL MN 55378 P SF 1 Standard 0029159001 CUKIER CA 94401 P CO 1 Reduced 0029159035 SMISER CA 92107 I SF 1 Standard 0029159100 MARSHALL TX 77005 P SF 1 Reduced 0029159282 KOONCE JR NC 28461 S SF 8 Standard 0029159589 HARTMAN JR WA 98027 P SF 1 Reduced 0029159688 BRADLEY SC 29464 P SF 1 No Ratio 0029159753 WINCKLER CA 94611 P SF 1 Standard 0029159761 POWELL TX 75034 P PU 1 No Ratio 0029160066 ERWIN CO 80020 P PU 1 Reduced 0029160280 BARTLETT JR CO 80123 P PU 1 Reduced 0029160322 BROWN SC 29451 P SF 6 Reduced 0029160397 NEDER AZ 86018 P SF 1 Reduced 0029160454 SOWELL CA 95129 P SF 6 Reduced 0029160512 SCANLAN CO 80435 P PU 8 Reduced 0029160710 KIM IL 60103 P SF 1 Standard 0029160793 LOWER CA 90039 P SF 1 Standard 0029160819 OZENE CA 94602 P SF 6 Reduced 0029161007 KELLY CO 80015 P SF 1 Reduced 0029161056 LEE MD 20744 P SF 8 Standard 0029161148 CHARPENTIER MN 55063 S SF 8 Reduced 0029161197 BESS TX 77554 P PU 8 Reduced 0029161205 SHEPHERD CA 91381 P PU 1 Reduced 0029161239 ENGLISH WA 98116 P SF 1 No Ratio 0029161288 CODLING NC 27560 P PU 1 Standard 0029161304 HARP WA 98072 P PU 6 No Ratio 0029161551 WITTCHOW WI 53092 P SF 1 Standard 0029161809 GASPAROTTO MI 48188 P SF 1 Standard 0029161858 SMITH TX 76016 P SF 8 No Ratio 0029161890 CRUMRINE MO 63367 P PU 1 Reduced 0029161981 HARKABUS CO 80906 P PU 1 Reduced 0029162112 KRUELLE VA 20147 P PU 1 Standard 0029162153 MCGUIRE IA 50428 P SF 8 Standard 0029162179 MORRIS CA 92657 P CO 1 Standard 0029162260 HANCOCK CO 81620 I CO 1 Standard 0029162526 LYONS UT 84092 P SF 1 No Ratio 0029162708 YAGER VA 20197 P SF 1 No Ratio 0029162765 JOHANSEN CA 94568 P PU 1 Reduced 0029162781 SMITH CO 80121 P PU 1 Reduced 0029162856 BENTLEY III TX 75205 P SF 1 Reduced 0029162922 SANDO FL 33957 P SF 1 No Ratio 0029162930 CRONE MN 55125 P SF 1 Standard 0029163060 SAUDER NC 28461 P SF 8 Reduced 0029163078 TOBIN CA 92122 P SF 1 Reduced 0029163086 POLITO CA 92064 P PU 1 No Ratio 0029163102 FREIBERG CA 95018 P SF 6 Standard 0029163136 ZDANCEWICZ VA 22027 P SF 1 Standard 0029163177 LEVINGER MA 01742 P SF 1 Standard 0029163193 BOUVIER CA 94550 P SF 1 Reduced 0029163227 OLSON MN 55340 P SF 1 No Ratio 0029163235 SPIRES CO 80138 P SF 1 Reduced 0029163268 ILFREY TX 77057 P PU 1 No Ratio 0029163284 EVES III FL 32550 P CO 8 No Ratio 0029163300 FAHRBACH CA 94546 P SF 1 Reduced 0029163391 KELSEY WA 98146 P SF 1 No Ratio 0029163466 CHEUNG CA 95125 P PU 1 Reduced 0029163540 ALTMAN CA 94089 P SF 1 No Ratio 0029163573 CUNNINGHAM MA 01950 P SF 1 No Ratio 0029163581 PHAN CA 95121 P SF 6 Reduced 0029163599 RINEARSON MA 02459 P SF 6 Reduced 0029163615 LU CA 95002 P SF 1 No Ratio 0029163730 FOSTER TX 76087 P SF 8 Standard 0029163888 SWEARINGEN CA 92886 P SF 1 Standard 0029164134 MCKENNA MA 02135 I 2F 1 Standard 0029164399 BLAIR GA 30259 P SF 6 Reduced 0029164498 BOYER OK 73007 P SF 8 Reduced 0029164605 DEMIRBAG CA 94025 P SF 1 Reduced 0029164712 MAGSTADT CA 94514 P PU 8 Reduced 0029164894 MILLER WA 98115 P SF 1 Reduced 0029164969 LEYVA FL 33014 P SF 6 Reduced 0029165206 MASAKI CA 95136 P SF 6 Standard 0029165230 SKEELS OR 97702 P SF 8 Reduced 0029166261 ALCANTAR CA 95116 P SF 1 No Ratio 0029166485 DEDOMENICO CA 94509 P SF 1 No Ratio 0029166550 CARDARELLI IL 60610 P PU 1 No Ratio 0029166741 WASIELEWSKI MI 48382 P SF 8 No Ratio 0029166774 LATIFZADA CA 92656 P CO 1 Standard 0029166782 KEILLOR CA 92009 P PU 1 Reduced 0029166907 SWANSON MI 48360 P CO 8 No Ratio 0029166923 HANLON IL 60025 P PU 1 Reduced 0029166964 WOO WA 98144 P SF 1 No Ratio 0029166998 HUGHES GA 30004 P PU 8 Reduced 0029167046 KOERSELMAN CO 80031 P PU 6 Reduced 0029167152 HAYES CA 90049 P CO 8 Reduced 0029167210 EVERSOLE TX 77379 P PU 1 Standard 0029167301 FOSTER MA 02110 P CO 1 No Ratio 0029167384 PRESCOTT FL 33330 P PU 1 Reduced 0029167400 SIEGEL NC 28405 P PU 8 No Ratio 0029167434 PATEL MO 63304 P PU 8 Standard 0029167459 MESTAS CO 80026 P PU 1 No Ratio 0029167475 MILLER CA 90266 P SF 1 No Ratio 0029167509 HARVELL TX 76034 P PU 1 No Ratio 0029167756 BLANKENSHIP WA 98370 P SF 8 Standard 0029167939 PARKER NC 28480 S CO 1 Standard 0029168317 FRIEL NJ 08755 P SF 6 Standard 0029168465 ADAMS NC 27615 P SF 1 Standard 0029168507 WILLIAMS MI 48183 P SF 1 Standard 0029168663 SHOUGH AZ 85016 P PU 1 Standard 0029168739 DUNNING CA 92130 P CO 1 Reduced 0029168952 MICALE CA 91350 P SF 1 Reduced 0029168960 TANNER AZ 85253 P SF 1 Reduced 0029169091 KEATON MI 48301 P SF 8 Reduced 0029169182 LAMOUREUX III CA 92612 P PU 1 Reduced 0029169208 ALTMAN SC 29451 S PU 1 Reduced 0029169240 NEUFELD CA 90230 P SF 1 Reduced 0029169257 ANASTOPOULO SC 29451 P PU 6 Reduced 0029169307 NGUYEN CA 95132 P SF 1 Reduced 0029169448 MYERS NC 27513 P PU 1 Reduced 0029169471 WEILBACHER IL 60614 P CO 1 Reduced 0029169570 LEHAF CA 92679 P SF 6 Reduced 0029169646 PEREIRA CA 94588 I PU 1 Reduced 0029169679 SMITH CO 80209 P SF 1 Reduced 0029169687 SHAH MI 48084 P SF 8 Standard 0029169752 SCHNETTLER CO 80503 P SF 8 Reduced 0029169778 CLOSE GA 30005 P PU 1 Reduced 0029169869 GREMILLION LA 70124 P SF 1 Standard 0029169919 HUGGINS FL 33414 P PU 1 Reduced 0029169935 REYNOLDS IV CA 92835 P PU 1 Standard 0029170073 SMITH NC 27511 P PU 1 Reduced 0029170131 VACHA MN 55129 P SF 1 Reduced 0029170214 ARMBRUST WI 53092 P SF 8 Reduced 0029170305 BARRETO CA 94536 P SF 6 No Ratio 0029170826 SPENCER WA 98118 P SF 1 No Ratio 0029170917 KUTYAVIN WA 98072 P PU 1 No Ratio 0029171725 COLLINS CA 94945 P SF 6 Reduced 0029172087 MCDOWELL GA 30215 P PU 1 Reduced 0029172129 MILLER MA 01568 P SF 1 Reduced 0029172137 ADJMI NJ 07724 P SF 6 Reduced 0029172145 VODNEY MI 48108 P SF 1 Reduced 0029172152 BRANDT MN 55105 P SF 1 Reduced 0029172178 LING MI 48306 P SF 1 Reduced 0029172194 CURCIO CT 06830 P 2F 6 Reduced 0029172202 FRAIZER WA 98685 P SF 6 Reduced 0029172244 JOHNSON MN 55038 P SF 1 Reduced 0029172269 FERGUSON CA 92065 P SF 1 Reduced 0029172293 VINT MN 55447 P SF 8 Reduced 0029172301 VISWANATHAN GA 30024 P PU 1 Reduced 0029172335 LEVY TX 77005 P SF 1 No Ratio 0029172343 THOMAS MA 01460 P SF 8 No Ratio 0029172368 NORSTEDT MN 55044 P SF 1 No Ratio 0029172376 BERSCAK JR NC 27982 S PU 8 No Ratio 0029172400 ANDY NC 27587 P PU 1 No Ratio 0029172772 SKORUPKO NY 10013 P CH 1 No Ratio 0029172863 WADE CA 92024 P PU 1 Standard 0029172988 ROTHMAN MA 01532 P SF 1 No Ratio 0029173010 STACY JR MA 01810 P SF 8 No Ratio 0029173069 ZALIN CA 93940 P SF 1 Standard 0029173077 DEWITT IN 46220 P SF 1 No Ratio 0029173200 PATWARDHAN VA 20171 P SF 1 Standard 0029173218 TATE NV 89135 P PU 1 Standard 0029173234 SONTAKKE VA 20171 P PU 1 Standard 0029173820 COX III IL 60005 P CO 1 Reduced 0029173887 KING II MN 55125 P SF 1 Standard 0029174034 FROESCHNER TX 78336 P SF 8 Standard 0029174059 CHEN CA 94583 I PU 1 Reduced 0029174349 MINNICH NC 27949 S PU 8 Reduced 0029174521 STUBBS WI 54927 P SF 8 Reduced 0029174794 SHIMSKY NJ 08853 P SF 8 Standard 0029174901 WEZDECKI NJ 07421 P SF 1 Standard 0029175221 PRIME IL 60062 P SF 1 Reduced 0029175239 LEE CA 94588 P PU 1 Reduced 0029175403 SMART NC 28461 S SF 1 Reduced 0029175437 LEHMAN MN 55446 P SF 1 Standard 0029175668 DEWALD CA 92007 P SF 1 Reduced 0029175726 GOLDSTEIN CT 06830 P SF 6 Reduced 0029175874 VERCELLONE MI 48009 P SF 1 Reduced 0029175882 CROZIER NJ 07045 P SF 6 Reduced 0029175999 HUGHES MA 01845 P SF 1 Reduced 0029176443 CHEN CA 92692 P PU 1 Standard 0029176633 ANSANI IL 60068 P SF 6 Standard 0029176997 DESANTIS MA 01773 P SF 1 Reduced 0029177029 KING AZ 85045 P PU 1 Reduced 0029177037 CERDA CA 94507 P SF 6 Reduced 0029177045 ZAMANI CA 94583 P PU 1 Reduced 0029177276 PARKER WA 98119 P SF 1 Standard 0029177474 LATIF CA 94583 P PU 1 Reduced 0029177649 CLAYTON GA 30290 P PU 1 Reduced 0029177755 SCHLOW MA 02090 P SF 8 Reduced 0029177979 SACCOLITI NJ 07605 P SF 1 Standard 0029178019 WEINBERG IL 60089 P SF 8 Standard 0029178043 BLANCHFIELD CT 06611 P SF 1 Standard 0029178092 BOWEN MI 48382 P CO 8 Standard 0029178142 PATRIDGE CA 92886 P SF 1 Reduced 0029178191 LOGUE NC 27560 P SF 1 Reduced 0029178274 MARYO OH 45103 P SF 8 Standard 0029178308 NELSON MA 02493 P SF 1 Reduced 0029178720 VENTURA CA 94536 P SF 6 Reduced 0029178738 BRUNNER IN 46032 P PU 1 Standard 0029178944 KLEINHANS CA 92106 P SF 1 Reduced 0029179082 KHALPARI CA 92677 P PU 1 Standard 0029179124 HANSEN CA 91016 P SF 1 Standard 0029179173 FLADING VA 20120 P PU 1 Standard 0029179389 SCANLON NY 10965 P SF 1 Standard 0029179421 GEBHART TX 75201 P CO 1 Standard 0029179447 BEIER CA 92130 P SF 1 Reduced 0029179504 LOPEZ FL 33143 P SF 1 Reduced 0029179561 JONES NY 11213 P 3F 1 Reduced 0029179744 SUMI CA 94112 P SF 1 Reduced 0029179769 THATCHER WA 99019 P SF 1 Standard 0029179777 WOOD CO 80439 P PU 1 Reduced 0029179819 COSTNER SC 29710 P SF 8 Reduced 0029179991 HINKLE JR MD 20632 P PU 8 Standard 0029180395 HARVEY IL 60177 P PU 1 Reduced 0029182862 TWITTY AL 35242 P PU 1 Reduced 0029185444 CRISPO NJ 07940 P SF 1 Standard 0029185618 FARIA CA 94568 P SF 6 Reduced 0029185667 SINGER CA 90254 P SF 6 Reduced 0029185741 COHEN NY 11223 P SF 1 Reduced 0029189172 BLANCHARD II CO 80007 P PU 1 Reduced 0029189644 LEBUS CA 94965 P CO 1 Standard 0029190253 HARRIS CO 80525 P PU 1 Reduced 0029190410 GREGORY CA 94061 P SF 1 Standard 0029193851 LEISEN CA 91320 P PU 1 Standard 0029194610 HU NV 89135 S PU 1 Standard 0029195914 BUI CA 95138 P SF 1 Reduced 0029196078 GARROD CO 80403 P PU 6 Reduced 0029196193 BERMAN MI 48307 P SF 1 Reduced 0029197902 THOMAS WA 98105 P SF 1 Standard 0029198157 TATE CO 80014 P PU 1 Standard 0029198264 KARWATOWSKI TX 77055 P SF 1 Reduced 0029198900 FOLMAR TX 75225 P SF 1 Standard 0029199205 FOSTER VA 20176 P PU 1 Reduced 0029200441 JACOBSON CA 93924 P SF 6 Reduced 0029200466 SHAUGHNESSY MA 01720 P SF 1 Standard 0029200482 WONG CA 94541 P SF 1 Standard 0029200516 MONOHAN ME 04101 P SF 1 Reduced 0029200557 JOHNSON MD 20721 P SF 8 Reduced 0029200565 CONTE MAGNO MA 01921 P SF 1 Reduced 0029200615 REICH CA 90064 P SF 8 Reduced 0029200656 SHALLEY CT 06853 P SF 1 Reduced 0029200672 CLEMSON NJ 07090 P SF 1 Reduced 0029200797 REES CA 94538 P SF 1 Reduced 0029200805 LAM MA 02446 P 2F 1 Reduced 0029200888 ENGSTROM MA 01945 P SF 8 Reduced 0029200938 ENGLEHART CA 94107 P SF 1 Standard 0029200953 ACCOMANDO MA 01810 P SF 6 Reduced 0029200995 KARN ME 04105 P SF 1 Reduced 0029201027 WOLSKE CA 94506 P PU 1 Standard 0029201068 MICHAS BOUKIDIS CA 92270 P PU 1 Reduced 0029201092 SHAW CA 92130 P PU 1 Reduced 0029201100 LAGRONE CA 94526 P SF 1 Reduced 0029201456 GROSSMAN MA 01752 P SF 1 Standard 0029201506 AHMARI CA 94588 P SF 6 Reduced 0029201522 CAPOTORTO VA 20120 P PU 8 Standard 0029201563 ZUETELL CO 80516 P PU 1 Standard 0029201613 WHITE MA 08821 P SF 1 Standard 0029201969 WEISS CA 92657 P PU 1 Reduced 0029202835 BOROVSKY NY 11235 P TH 1 Reduced 0029204542 WALKER JR TX 78212 P CH 8 Reduced 0029204864 BRUNK MO 63005 P PU 1 Standard 0029210002 AUGELLO NJ 07076 P SF 1 Reduced 0029210457 SMITH III CO 80643 P SF 6 Standard 0029211737 TEA VA 20151 P PU 1 Reduced 0029212131 SWORDS TX 75219 P CH 1 Standard 0029212453 PALIPCHAK KS 66211 P PU 1 Reduced 0029212537 PLUNKETT VA 24590 S SF 1 Reduced 0029213832 XU VA 20120 P PU 1 Standard 0029214301 FOGLE CA 95446 P SF 1 Reduced 0029215696 COLLINS TX 78641 P SF 8 Reduced 0029215712 REINHART CA 92618 P PU 1 Reduced 0029215977 WEBB CO 80118 P SF 8 Reduced 0029216447 MOORE CO 80906 P PU 1 Reduced 0029217015 TILLMAN TX 76008 P PU 8 Reduced 0029218310 FINNEY IL 60618 P CO 8 Standard 0029218393 SHIMABUKURO CA 92649 P SF 1 Standard 0029218591 BLANTON CA 90035 P SF 1 Reduced 0029218609 ISETTS MN 55066 P SF 8 Standard 0029218617 SCHOETTMER NC 27949 S PU 1 Reduced 0029218690 TUTTELMAN MA 02492 P SF 1 Reduced 0029218898 FAN MD 20850 P SF 1 Reduced 0029218989 GREENBERG NJ 07675 P SF 1 Reduced 0029219425 MIDDLETON NY 10801 P SF 1 Reduced 0029219615 JONES SC 29687 P PU 8 Reduced 0029220621 BAUMGARTNER CA 91381 P PU 1 Standard 0029220654 URIBE CO 80027 P PU 1 Standard 0029220753 CHEN VA 20120 P PU 1 Standard 0029222197 DUNCAN FL 33647 P PU 1 Standard 0029222577 NGHIEM CA 95122 P SF 1 Standard 0029224763 BENNETT CO 80920 P PU 1 Reduced 0029225125 YOUNG CA 92019 P PU 1 Standard 0029225166 PHAM CA 94509 P SF 1 Standard 0029225307 NORTHRUP CA 95688 P SF 8 Standard 0029225562 DRURY UT 84121 P SF 8 Standard 0029225596 CHRISTIE CA 92808 P SF 8 Standard 0029225661 STAMMER MD 21403 P PU 1 Reduced 0029226362 KINYON CA 95128 P SF 1 Standard 0029226370 SCHUNCK CA 92122 P CO 1 Standard 0029226388 BROWN CA 91941 P SF 1 Standard 0029226578 BURKS CA 92110 P SF 6 Standard 0029226651 EPPERSON CA 92626 P SF 1 Standard 0029226727 MANGIAMELI CA 95118 P SF 1 Standard 0029226768 TAORMINA CA 95120 P SF 1 Standard 0029226776 KRIMOTAT CA 95032 P PU 1 Standard 0029226792 MIRANDA CA 92646 P SF 6 Standard 0029226859 COGAN CA 93401 P PU 1 Standard 0029226974 LIU CA 94587 P PU 6 Standard 0029226982 HARRIS CA 90504 P 2F 1 Standard 0029227006 KLIEWER CA 92692 P PU 1 Standard 0029228244 CHRISTOPHERSON CO 80126 P PU 1 Standard 0029228293 LUBANG CA 95131 P SF 8 Standard 0029229986 MUHEIM WA 98296 P SF 1 Reduced 0029230075 BOLTON NC 27502 P SF 6 Reduced 0029230083 WARE MI 48360 P SF 8 Standard 0029230109 ANANTHARAMAN MI 48323 P SF 1 Standard 0029230224 GRIEP NC 28166 P PU 8 Reduced 0029230240 VERNAZZA CA 94517 P SF 1 Reduced 0029230257 CHHATWAL NJ 08755 P SF 1 Reduced 0029230273 MURPHY NC 28405 P PU 8 Reduced 0029230299 HEARN NC 27927 S SF 8 Standard 0029230331 KANAAR CA 90272 P SF 8 Reduced 0029230406 STEVENSON NY 10023 P CO 1 Standard 0029231396 ALAS JR CA 94558 P SF 1 Reduced 0029234424 LE MAISTRE CA 95060 P SF 1 Reduced 0029234663 HERD CA 95138 P PU 1 Standard 0029237062 HARRISON OR 97212 P SF 8 Standard 0029237088 NALLANAGULA VA 20120 P PU 1 Standard 0029237104 AZARVAN GA 30326 S CH 1 Standard 0029237146 LIPSITZ OR 97212 P SF 1 Reduced 0029237294 STROUK CA 90036 P 2F 6 Reduced 0029249414 PELLETT CO 80132 P PU 8 Reduced 0029249844 DUFFY VA 22079 P PU 1 Reduced 0029250016 GORRIE VA 22079 P PU 1 Reduced 0029250081 REYNOLDS CA 92882 P SF 1 Standard 0029251790 WEISE CA 95762 P PU 1 Reduced 0029251832 ROACH JR CA 95835 P PU 1 Reduced 0029251881 CALER CA 95630 P PU 1 Reduced 0029251915 BAILEY CA 95602 P PU 1 Reduced 0029252525 KIPP WA 98332 P PU 1 Reduced 0029252764 YOUNG SC 29615 P PU 1 Standard 0029252921 BERNARD FL 33306 P SF 1 Reduced 0029252988 SHERMAN MA 01776 P SF 6 Standard 0029255494 SCHWARTZ TX 75252 P PU 1 Reduced 0029258035 COULTER CA 92648 P PU 1 Standard 0029258258 HOFF CA 92679 P PU 1 Standard 0029258878 BENNETT CA 95124 P SF 6 Standard 0029260759 DAVY NC 28405 P PU 6 Reduced 0029262516 OHMAN CA 95020 P SF 8 Standard 0029263381 RICHARDSON MD 20677 P PU 8 Reduced 0029267150 KING CA 93021 P PU 1 Reduced 0029267234 GREAR CA 92883 P PU 1 Reduced 0029267309 JONES CA 95835 P PU 1 Reduced 0029268489 GUILLIAMS MI 48160 P SF 1 Standard 0029269230 SHA CA 94544 P SF 1 Standard 0029269305 CONNOLLY MA 01950 P SF 1 Reduced 0029269339 NGO CA 95020 P SF 1 Standard 0029269420 FISHER WA 98008 P SF 1 Standard 0029269545 UPSON NH 03801 P SF 6 Standard 0029271442 NEWMAN CO 80210 P SF 8 Reduced 0029274081 REINERTSON CA 92211 P PU 1 Standard 0029276342 STOTLAR VA 23454 P SF 1 Standard 0029276441 NAZARETH CA 92602 P PU 1 Standard 0029276508 MARMORATO GA 30075 P PU 1 Standard 0029276599 POCZATEK IL 60657 P CO 8 Standard 0029276623 CANTER NC 28117 P SF 1 Standard 0029276664 HACKSTAFF CO 80206 P TH 8 Standard 0029276698 JACKSON NM 87107 P PU 1 Standard 0029276755 GOODSELL UT 84062 P PU 8 Standard 0029276805 OLSON CO 80209 P SF 1 Standard 0029276839 REDMOND AL 35242 P PU 8 Standard 0029276854 MOORE UT 84004 P SF 6 Standard 0029276904 GASPERUT CO 80424 S PU 1 Standard 0029276938 GOUGH MD 21037 P PU 1 Standard 0029277019 HARRIS TX 77469 P PU 8 Standard 0029277084 LARSON CA 92646 P SF 8 Standard 0029277100 DIMANNA CO 80031 P PU 6 Standard 0029277175 LOCKE UT 84098 P SF 1 Reduced 0029277258 PORTER CA 93444 P SF 1 Standard 0029277290 NGUYEN VA 22030 P SF 8 Standard 0029277340 LUNDGREN ID 83616 P PU 1 Standard 0029277431 VAN LANGEN CA 95076 S SF 1 Reduced 0029277456 KLANK IL 60190 P SF 8 Standard 0029277506 STRICKLAND CA 95060 P SF 1 Standard 0029277530 BISCHEL MN 55340 P SF 8 Standard 0029277597 RAZAVI CA 92614 P PU 1 Standard 0029277613 COLEY VA 23831 P SF 8 Reduced 0029277639 ANSON CA 92009 P CO 1 Standard 0029277738 GRAVES OK 74114 P SF 1 Standard 0029277746 MCKEANY CA 95125 P SF 1 Standard 0029277795 OLGUIN CA 91724 P PU 1 Standard 0029277803 MCGIVNEY IL 60521 P SF 8 Standard 0029277902 ECCARIUS MO 63017 P SF 1 Standard 0029277985 AMARO AZ 85745 P SF 8 Standard 0029278074 ALIBRANDI MA 01845 P SF 8 Standard 0029278124 HAGA VA 22305 P SF 1 Standard 0029279502 YANEZ CA 92084 P SF 6 Reduced 0029280328 MANNION CO 80224 P SF 1 Reduced 0029281821 KING OH 43004 P SF 1 Standard 0029281839 DAS MD 20854 P SF 1 Standard 0029281854 MURPHY VA 20170 P PU 6 Standard 0029281888 RICHARDS FL 33134 P SF 1 Reduced 0029281920 STEVENS AL 35124 P PU 1 Standard 0029281946 LEE DC 20016 P SF 1 Standard 0029282019 DOWNIE IL 60203 P SF 1 Standard 0029282514 COE IL 60015 P SF 8 Standard 0029282563 KHANNA CA 95037 P PU 1 Standard 0029285012 ANDERSON CO 80027 P PU 1 Standard 0029285624 HICKS NY 11743 P SF 1 Reduced 0029290103 GLUSKY FL 33330 P PU 1 Standard 0029290640 LIBOON CA 92646 P SF 6 Reduced 0029290962 SPENCER FL 33705 P SF 1 Reduced 0029291069 GREEN FL 34102 P SF 6 Reduced 0029291101 MOAK FL 33330 P PU 1 Reduced 0029291317 ORTIZ FL 33328 P PU 1 Standard 0029291713 NOVACK CA 92024 P PU 8 Reduced 0029291721 KELSH IL 60613 P CO 1 Reduced 0029291820 BRANT FL 33330 P PU 1 Reduced 0029291986 BRENNER IL 60510 P SF 1 Standard 0029292133 COELHO IL 60613 P CO 1 Standard 0029292190 DORBAND CO 80138 P SF 6 Reduced 0029292307 ANTONELLO FL 33330 P PU 1 Reduced 0029292380 BAUER IL 60613 P CO 1 Reduced 0029293321 DUCHARME VA 22039 P PU 1 Reduced 0029294246 GUBITOSI JR NC 27949 I PU 8 Standard 0029294345 KOLDEN CA 92656 P PU 1 Standard 0029296985 SONG CA 90275 P SF 1 Standard 0029297009 KOERBER CA 94550 P PU 1 Standard 0029297017 KROSTAG TX 78703 P SF 1 Reduced 0029297108 STAMM VA 22553 P PU 1 Standard 0029297314 ENRIGHT III TX 76092 P PU 1 Reduced 0029297397 ENGEL CA 92688 P SF 1 Reduced 0029297470 FRASIER CO 80120 P SF 1 Standard 0029297702 CONTE CA 90036 P SF 8 Standard 0029297819 MARR OK 74136 P SF 1 Reduced 0029297900 ENDE NY 11746 P SF 1 Reduced 0029297934 MALONEY MD 20882 P PU 1 Reduced 0029298098 KELLEM MA 02459 P SF 6 Reduced 0029298932 EDMEYER FL 34134 S PU 1 Reduced 0029300910 QUISENBERRY CA 95119 P SF 8 Standard 0029301173 LEE CA 90019 P 2F 1 Standard 0029301223 ERLBACHER NC 28105 P SF 1 Standard 0029301298 PACQUING CA 93030 P SF 6 Standard 0029301520 HOCHHEIMER NJ 08502 S SF 1 Standard 0029301777 ROITMAN NY 11793 P SF 1 Reduced 0029301934 KONG MA 01545 P SF 1 Reduced 0029302056 KIM CA 95070 P SF 1 Standard 0029302429 SANTO CA 92629 P PU 1 Reduced 0029302510 VANDESTRAAT CA 92128 I CO 1 Standard 0029302619 DITTO TX 78654 P PU 8 Reduced 0029303286 WOOLLEN NC 28209 P SF 1 Reduced 0029304938 FLORES TX 78731 P SF 1 Reduced 0029305026 LEE CA 90004 P SF 8 Standard 0029305075 DURBIN MN 55304 P SF 1 Standard 0029306255 SONG CA 92130 P CO 1 Standard 0029306271 GAFFNEY CA 92027 P SF 6 Standard 0029306297 FLYNN CA 92602 P PU 1 Standard 0029306412 WOODFIN FL 32503 P SF 8 Reduced 0029306446 LEE CA 92373 P PU 1 Reduced 0029306610 DEMEL WA 98513 P SF 6 Reduced 0029306636 BERARDI SR FL 34990 P PU 8 Reduced 0029306669 GARCIA CA 94107 P CO 6 Reduced 0029306693 GEOGHEGAN VA 22182 P PU 1 Standard 0029306842 ALLEN TN 37885 P SF 6 Standard 0029308095 BEAMES JR FL 32210 P SF 1 Reduced 0029308350 WELLS MN 55405 P SF 8 Reduced 0029308566 LESZINSKE NM 87114 P SF 8 Reduced 0029308947 CASERTA IV AZ 85259 P PU 1 Standard 0029312675 RICE SR GA 30127 P SF 6 Standard 0029312907 BUI CA 91381 P PU 1 Standard 0029312998 BRAUCHLER CO 80228 P PU 1 Standard 0029313848 COLLINS CO 80134 P PU 1 Reduced 0029313863 OLIVER CA 92009 P CO 1 Standard 0029314911 ANDRADE CA 95376 P SF 1 Standard 0029314960 TRAN CA 95123 P PU 1 Standard 0029315009 AGULTO CA 91206 P SF 6 Standard 0029315025 LUSTER NM 87025 P SF 1 Standard 0029315058 MAURUTTO CA 93720 P PU 1 Standard 0029315066 KREBSBACH CA 94928 P SF 6 Standard 0029315074 SCATENA CA 95020 P SF 1 Standard 0029315116 MOTOKI UT 84109 P SF 6 Standard 0029315132 JOHANNINGMEIER CO 80209 P CO 6 Standard 0029315165 FUGINA MO 63304 P PU 8 Standard 0029315207 KUMAR CA 95130 P SF 1 Standard 0029315272 INGRAM CA 95403 P SF 8 Reduced 0029315330 BILLINGER CO 80516 P PU 1 Standard 0029315397 MATTEROLI CA 95123 P SF 8 Standard 0029315421 MANDARINO JR IL 60559 P PU 1 Standard 0029315447 LEGGETT GA 30127 P PU 6 Standard 0029315454 CLICK AZ 85053 P SF 1 Reduced 0029315520 WOODS TX 78735 P PU 1 Standard 0029315728 TELLEZ IL 60134 P PU 1 Reduced 0029315892 PERCIFUL GA 30318 P SF 6 Standard 0029315926 SCAVO IL 60173 P PU 8 Standard 0029315983 CAPALBO IL 60014 P SF 8 Reduced 0029316064 GAZZOLA GA 30338 P PU 1 Standard 0029316155 TOMAR IL 60712 P SF 6 Standard 0029319274 RADKE WA 98040 P SF 6 Standard 0029319522 GULATI CA 94945 P SF 1 Reduced 0029326972 DOTTORE FL 32779 P PU 1 Reduced 0029327061 VENUCHEKOV VA 22124 P SF 8 Standard 0029327103 LEWIS MO 65714 P SF 8 Reduced 0029327285 WEATHERBY GA 30306 P SF 8 Reduced 0029327525 DOHERTY TX 75214 P SF 1 Reduced 0029327632 HOLLAND NC 28226 P PU 1 Reduced 0029327699 PEAK TX 76034 P SF 8 Reduced 0029327715 TEDESCHI GA 30327 P SF 1 Standard 0029327889 HOEFER VA 20171 P PU 6 Reduced 0029327996 ROE FL 32819 P PU 8 Standard 0029328044 TAYAPONGSAK FL 32256 P PU 1 Standard 0029329620 BENNETT GA 30331 P PU 1 Reduced 0029329729 DAM CA 95121 P SF 1 Reduced 0029330610 BURBY NV 89135 P PU 1 Standard 0029332681 STONIS IL 60521 P SF 1 Standard 0029333127 ACCETTA CO 80220 P SF 6 Standard 0029333234 SKORDILIS IL 60007 P PU 1 Reduced 0029333366 LOZANO CA 90245 P SF 1 Standard 0029333374 STRICKLAND NC 28480 P SF 8 Reduced 0029333549 CURRY MD 21797 P PU 1 Reduced 0029333622 STASSI CA 91011 P SF 1 Reduced 0029333739 OBRIEN IL 60201 P SF 1 Reduced 0029333911 MARZETTA WA 98034 P SF 8 Standard 0029334224 MAKITA CA 95005 P SF 6 Reduced 0029335320 JORDAN VA 22314 P TH 1 Reduced 0029335858 NGUYEN CA 92648 P PU 1 Reduced 0029337961 CALCOTE TX 77401 P SF 1 Standard 0029338019 GILMORE GA 30252 P SF 8 Reduced 0029338068 COSTELLO III CA 94530 P SF 6 Reduced 0029338100 MARION NC 27055 P PU 8 Reduced 0029338316 MITCHELL IL 60618 P CO 1 Reduced 0029340460 KELLY MD 20816 I SF 1 Standard 0029340700 HAMOOD MI 48307 P PU 8 Reduced 0029340718 MONTGOMERY TN 37922 P SF 6 Reduced 0029340957 HIXON MD 20816 P SF 6 Standard 0029341633 MCCRACKEN VA 22205 P SF 1 Standard 0029341666 DENISCO FL 33618 P PU 1 Standard 0029341799 WHITE FL 33609 P SF 1 Standard 0029341930 MILLER TX 78628 P PU 1 Reduced 0029342003 THOMAS PA 17601 P SF 1 Standard 0029343035 BAUM GA 30324 P SF 1 Reduced 0029343076 ROWELL TX 76013 P PU 1 Standard 0029343191 KIM VA 20169 P PU 1 Standard 0029343779 PETERMEYER OR 97229 P SF 6 Standard 0029343829 STRETTON WA 98033 P SF 6 Standard 0029343985 HOLMEN NV 89135 P PU 1 Standard 0029344041 JANES WA 98422 P SF 1 Reduced 0029344074 BUCHANAN CA 94513 P SF 1 Standard 0029344090 HENRIKSEN MO 63124 P PU 1 Standard 0029344165 BRONDOLO JR CA 94513 P SF 1 Standard 0029344199 ALVAREZ II MD 20910 P SF 1 Standard 0029344355 BERMAN CA 95746 P PU 1 Standard 0029344389 BETTS CA 92025 P SF 1 Standard 0029344413 BALLARD TX 75034 P PU 1 Standard 0029344439 BARON CA 94513 P SF 1 Standard 0029344454 WEISGERBER FL 32746 P PU 1 Standard 0029344496 WILKINSON CA 92867 P PU 1 Reduced 0029344512 SELENSKY TX 75089 P PU 1 Standard 0029344538 SHIPMAN TX 77082 P PU 1 Reduced 0029344553 STEWART WA 98034 P SF 1 Standard 0029344603 NOEL TX 77081 P SF 1 Standard 0029344611 OSHINSKI CO 80401 P PU 1 Standard 0029344660 NEAL WA 98275 P SF 1 Reduced 0029344710 KRUEGER WA 98026 P SF 1 Reduced 0029345956 HIRSCH FL 33332 P PU 1 Standard 0029346053 KUNZ NV 89436 P PU 1 Reduced 0029346061 REINOSO TX 78577 P SF 8 Reduced 0029346079 OZIOLI JR VA 22003 P SF 1 Reduced 0029346129 AKSOYLU VA 22182 P SF 6 Reduced 0029346731 PAVLONNIS III CT 06762 P SF 1 Standard 0029346814 THORN VA 20147 P PU 1 Standard 0029346863 MUCCHETTI MD 20817 P SF 1 Standard 0029346871 SULLIVAN CA 94501 P SF 1 Reduced 0029348281 BELLEMARE AZ 85259 P PU 6 Reduced 0029350899 KERR CA 95119 P SF 1 Standard 0029350964 WOOD VA 22079 P PU 1 Standard 0029351517 SKULNIK NY 11566 P SF 1 Standard 0029352119 CASTALDY NY 11746 P SF 1 Standard 0029359585 REMINGTON DC 20002 P SF 1 Reduced 0029359726 ANASTASAKOS NY 10309 P SF 1 Reduced 0029359759 ROBINSON MD 21029 P PU 1 Standard 0029359833 PETROW NY 10536 P SF 1 Standard 0029359874 VELEZ GA 30004 P PU 1 Standard 0029360617 JUENGER NY 10533 P SF 1 Standard 0029361110 CYRIAC IL 60061 P SF 1 Standard 0029361318 DENEUI TX 77006 P PU 1 Standard 0029361409 BOALICH AZ 86001 P PU 8 Reduced 0029361631 SLATER NY 10309 P 2F 1 Standard 0029367935 BANKS CO 80906 P SF 1 Reduced 0029368693 LANGE CO 80016 P SF 6 Standard 0029368776 ADER CA 95129 P SF 8 Standard 0029368867 BORSODY CA 95037 P PU 1 Standard 0029368933 JURGENS CA 93401 P SF 1 Standard 0029368982 ZIRBES CA 93907 P PU 1 Standard 0029369006 SEKERSKY CO 80138 P PU 1 Standard 0029369014 TOOMER UT 84050 P PU 8 Standard 0029369121 HUMPHRIES CO 80132 P SF 1 Standard 0029369220 CASSITY UT 84065 P SF 6 Standard 0029369337 ROSS CO 80921 P SF 1 Reduced 0029369360 BRANNEN CO 80550 P PU 8 Standard 0029369402 BULGRIN IL 60018 P SF 6 Standard 0029369477 HENLEY VA 20136 P SF 1 Standard 0029371788 COHEN IL 60022 P SF 8 Reduced 0029371820 OGARA MA 02460 P SF 1 Standard 0029371895 GRANO IL 60048 P SF 6 Standard 0029371929 PILDIS CT 06410 P SF 8 Standard 0029371937 BARFORD MO 63005 P PU 8 Standard 0029372034 MCKENNA PA 19085 P PU 1 Standard 0029372257 KAZEMI MD 21036 P SF 1 Standard 0029372299 CAPEL GA 30067 P PU 1 Standard 0029372430 LAMPLE IL 60048 P SF 6 Standard 0029372588 CRONIN CA 91607 P SF 8 Standard 0029372638 KADIYALA MD 20853 P PU 1 Standard 0029372661 LOWERY CA 92673 P PU 1 Standard 0029372760 CASHION GA 30152 P PU 1 Standard 0029374329 KOOK JR OR 97701 P SF 6 Standard 0029374790 KERRIGAN VA 23838 P PU 8 Standard 0029375045 BEJARANO AZ 85737 P PU 1 Standard 0029375185 MCCUTCHEON TX 77469 P SF 8 Standard 0029375276 ORNESS CA 92020 P SF 1 Standard 0029375581 RIDDLE CA 92084 P SF 8 Standard 0029375748 BORDERS CA 95403 P SF 8 Standard 0029375789 GRANADOS CA 94611 P SF 1 Standard 0029375920 GRIFFIN VA 23838 P PU 8 Standard 0029375961 KAITNEERANART CA 92064 P PU 1 Standard 0029376068 TUKSAVULOGLU CA 95136 P CO 1 Standard 0029376134 KAYAL CA 92620 P PU 1 Reduced 0029376159 FLETCHER WA 98072 P SF 1 Reduced 0029376191 STAINBROOK CO 80538 P PU 8 Standard 0029376258 TALLEY CA 93405 P SF 1 Standard 0029376282 MATOS CA 95065 P SF 8 Standard 0029376290 LEWIS CA 95032 P SF 1 Standard 0029376324 MIDDLETON CO 80126 P PU 6 Standard 0029376373 HILTON CO 80237 P PU 1 Standard 0029376399 COSTA CA 95023 P SF 6 Standard 0029376423 JAMES CA 95616 P PU 8 Standard 0029376449 ROWE CA 92707 P SF 1 Standard 0029376472 WHITEHEAD CA 93611 P PU 8 Standard 0029376498 STEHMAN CA 93611 P PU 8 Standard 0029381837 WOJCIK IL 60657 P 2F 6 Reduced 0029399938 PERRONE FL 34209 P SF 1 Standard 0029400140 SCHERER FL 33950 P SF 1 Standard 0029400207 AARON FL 34689 P PU 1 Standard 0029400231 BLAUSTEIN FL 34219 P PU 1 Standard 0029400397 GAY FL 32250 P SF 8 Standard 0029407947 WHITE FL 33556 P SF 8 Standard 0029408242 TURNER JR FL 33715 P SF 1 Standard 0029408275 TOOTHAKER FL 34202 P PU 8 Standard 0029408291 GORDON FL 33914 P PU 1 Standard 0029408317 KNOWLES FL 34202 P PU 1 Standard 0029408358 VRANJICAN FL 33913 P PU 1 Standard 0029408416 NAVORI FL 33609 P SF 1 Standard 0029411667 KULAK VA 20132 P SF 8 Reduced 6001485405 DOUB TX 75230 P PD 1 Standard 6002530282 BROLIN CA 94556 P SF 8 Reduced 6010500186 FOSKETT CA 91737 P PD 1 Reduced 6016180199 ULTRERAS CA 95122 P SF 1 Standard 6019568275 FREDERICK WA 98052 P SF 1 Reduced 6020405822 BARER CA 94583 P PA 1 Standard 6021024002 BIETZ CA 94574 P SF 1 Standard 6022146531 SOLIS CA 90048 P 2F 8 Standard 6026554433 CARLSON CA 92660 P PD 6 Standard 6034730165 ERVIN TX 75093 P PD 1 Standard 6035258893 EKHOLM CA 92624 P SF 1 Reduced 6038566185 BOSWELL CA 94563 P SF 8 Reduced 6042094802 O'LEARY CA 94002 P SF 6 Standard 6045892491 HORSLEY CA 94901 P SF 8 Standard 6049444844 COWAN AZ 86336 P PD 1 Standard 6051713573 CARNEY JR FL 33477 S PD 1 Reduced 6055018656 SIDERITS CA 95046 P SF 6 Standard 6056138230 NOWLIN TX 77381 P PD 1 Reduced 6056667436 MORALES CA 92651 P SF 1 Standard 6058049807 HAYNES CA 90038 P SF 1 Reduced 6060295828 KIRBY CA 93402 P SF 1 Standard 6060559058 ADKISON MO 64060 P SF 1 Standard 6061684764 SCHWARTZ CA 95073 P SF 6 Standard 6062621500 GILES CA 94131 P CO 6 Reduced 6064999250 YOLO CA 95448 P SF 6 Standard 6065990407 HOLLOWAY JR CA 94040 P 2F 8 Standard 6066273357 DAVIS NJ 07631 P CO 1 Standard 6066542363 LASH CA 93940 P PD 8 Reduced 6071009598 GOLDSTEIN IL 60062 P SF 1 Standard 6077793781 CAPELLO CA 94566 P SF 1 Reduced 6079404379 HOLLERAN CA 90803 P PD 1 Standard 6082339992 HUNTER CA 92602 P SF 1 Reduced 6082669844 YOUNG CA 94030 P SF 1 Reduced 6087181761 MURRAY FL 34236 P CH 1 Reduced 6091324621 CHANG CA 94015 P SF 1 Standard 6102231997 MAZE CA 94536 P SF 1 Standard 6103829716 JALBERT MD 20854 P PD 6 Standard 6107627470 LUKASKO CA 95404 P SF 8 Reduced 6110342695 EWER CA 94131 P SF 6 Reduced 6120608630 BRYANT CA 94513 P PD 1 Reduced 6121737800 OVERTON-MANN CA 94062 P SF 6 Reduced 6122915538 OSLE FL 33134 P SF 1 Standard 6122990911 HARRIS CA 95602 P SF 6 Standard 6126324638 JONES CA 92648 P PD 1 Standard 6126449591 CHEMERS CA 92673 P PD 1 Standard 6129894611 KUSSMAN WA 98019 P SF 8 Standard 6133548005 SMITH CA 95209 P PD 8 Reduced 6135458047 GRAY CA 92373 P SF 1 Reduced 6139515875 ZHU CA 92008 P PD 1 Reduced 6142075586 TRUAX CA 94521 P SF 6 Standard 6142732624 PETERS NV 89109 P CH 1 Reduced 6143894605 LAMBERT CA 90740 P SF 6 Reduced 6147072406 ROOHAN CA 90505 P SF 1 Reduced 6153657223 BEEM CA 96150 P SF 8 Standard 6157404333 PIRZADEH CA 92782 P PD 8 Reduced 6159171799 FARIS CA 92679 P PD 1 Reduced 6162863820 SMITH OR 97330 P SF 8 Standard 6165417665 ADAMS CA 95032 P SF 8 Standard 6170344433 GLASGOW JR CA 94506 P PD 1 Standard 6171695478 CHANDLEY CA 94061 P SF 1 Standard 6172310465 KNOBEN JR WA 98328 P SF 1 Reduced 6173905651 OWENS CA 94301 P SF 1 Standard 6174217585 VIANE CA 91377 P SF 1 Reduced 6175512679 SLICK IV CA 95138 P PD 8 No Ratio 6182393527 RODRIGUEZ CA 90405 P SF 6 Standard 6182973195 MASON CA 92025 P SF 1 Standard 6183072856 RASBEARY CA 90292 P SF 8 Standard 6183595856 SHARP TX 78746 P SF 1 Reduced 6185918114 EDWARDS CA 94552 P PD 8 Reduced 6196490921 PHOA CA 90026 P SF 8 Standard 6199035939 HO CA 94547 P SF 1 Standard 6199178085 LEES IL 60048 P PD 6 Standard 6213123851 LAROCCA CA 94110 P 4F 8 Standard 6214871789 RIFFLE NC 28127 P PD 8 Standard 6216597523 LOWRY SC 29928 I PD 8 Standard 6218277637 LEARY CA 94553 P SF 1 Standard 6220939505 HARDESTY CA 90277 P 2F 8 Reduced 6222741933 SULLIVAN CA 95472 P SF 1 Reduced 6222889039 BEACH CA 94568 P PD 8 Reduced 6224351939 HASTINGS CA 95062 P SF 1 Reduced 6226280995 HACKETT CA 94559 P SF 6 Standard 6226507629 RUDINGER CA 94404 P PA 6 Standard 6231254837 KILAGHBIAN CA 91011 P SF 8 Standard 6236603327 MACLACHLAN WA 98028 P PD 6 Reduced 6244551443 JOHNSON CO 80428 S SF 8 No Ratio 6245444523 SULITEANU CA 94925 P SF 1 Standard 6245819054 ALLEN NJ 08812 P SF 1 Reduced 6247335950 BADESHA CA 94587 P SF 8 Reduced 6249604742 PATEL CA 92130 P SF 8 No Ratio 6251164601 FLEMING CA 92107 P SF 1 Reduced 6258529855 COLE NC 28269 P SF 1 Reduced 6260603029 ULEWICZ CA 94404 P CO 8 Reduced 6261430273 SHEEHAN CA 90069 P CO 6 Standard 6266024618 ALONGI CA 95037 P SF 6 Reduced 6266673539 GOPAL MA 01701 P SF 1 Reduced 6269454770 TABRIZI CA 92130 P PD 8 No Ratio 6270192716 LESSINGER FL 33076 P PD 1 Standard 6273494549 HELLER CA 90049 P SF 8 Reduced 6275955794 LITTLE CA 94027 P SF 6 Reduced 6277458912 PRATT JR CA 95070 P SF 6 Standard 6277475486 CASSEL CA 94568 P SF 1 Standard 6283992979 FONG CA 94568 P SF 1 Reduced 6284784326 ZUG CA 95746 P SF 1 Reduced 6285550288 MORRIS VA 22204 P SF 8 Reduced 6287450800 PIPES CA 93940 P SF 1 Standard 6290200218 WICKERHAM CA 93953 P SF 1 Reduced 6296322685 BREUER CA 94112 P SF 1 Reduced 6296841775 LING CA 94066 P SF 1 Standard 6301349038 PATRICK CA 94404 P PA 6 Standard 6302360273 POTTER CA 92692 P SF 8 Reduced 6315658804 ROWLAND CA 94607 P CO 1 Reduced 6316316717 BULLARD CA 94024 P SF 8 Standard 6322036978 USHERWOOD CA 92270 P PD 1 Reduced 6323358645 SMITH CA 90069 P CO 6 Reduced 6324290011 DUFFY CA 93923 P SF 6 Reduced 6325424957 NOLAN MD 21054 P SF 1 Reduced 6326217327 TOSCANO CA 93906 P SF 1 Reduced 6326749048 LAGUNTE CA 94112 P SF 6 Standard 6332772943 BELMONT VA 22314 P SF 1 Standard 6332932364 KNOTT CA 92020 P SF 1 Reduced 6333538368 ROMEI CA 94070 P SF 6 Standard 6336847998 NICHELINI JR CA 94574 P SF 6 Reduced 6338620377 FISKIO MA 02482 P SF 6 Standard 6339756824 SABADO CA 92673 P PD 1 Reduced 6348868495 SHANE CA 90068 P SF 8 Standard 6354210889 MIRANI CA 94556 P SF 8 Reduced 6354289776 FOSTVEDT ID 83333 P SF 6 Standard 6359113476 ELLIS GA 31328 S PA 1 Standard 6360462615 SHEEHAN CA 94553 P PD 8 Standard 6360762543 WU VA 22027 P PD 1 Standard 6361312629 CARDAMONE CA 93923 P SF 6 Reduced 6364895216 MOELLER GA 30269 P SF 1 Standard 6365210746 SCHAFFER-PERLUS CA 95020 P SF 1 Standard 6365510814 KHAMESI VA 22066 P SF 1 Standard 6367048649 FARNHAM CA 90272 P SF 8 Reduced 6372712205 BRADY CA 90036 P SF 8 Reduced 6373765046 STARR CA 92869 P PD 1 Reduced 6374619960 MOOR CA 94607 P CO 1 Reduced 6385661142 KIM CA 91748 P PD 1 Standard 6395312983 BUIZA CA 94544 P SF 1 Standard 6396729706 GELLMAN CA 90048 P SF 1 Standard 6397952364 BRILL JR CA 94404 P SF 8 No Ratio 6399291837 IBRAHIM CA 90278 P CO 1 Reduced 6404898022 HOEKSTRA NM 88203 P SF 1 Standard 6405675528 COCCARO IL 60615 P CP 1 Standard 6406509593 BOND JR NC 28741 S SF 8 Standard 6407975660 OSTENDORF VA 23233 P PD 1 Reduced 6410215500 TERRY CA 94010 P SF 6 Reduced 6415952388 UZZELL CA 95688 P SF 1 Standard 6417381503 KNEIP CA 94116 P SF 1 Reduced 6418610959 ARANAS NV 89107 P SF 6 Standard 6419816985 BARNES CA 94595 P SF 6 Reduced 6420471671 PROCTOR AR 71913 P PD 1 Reduced 6421334621 WYMAN CA 94118 P CO 6 Reduced 6422761509 CHOPNAK CA 94951 P SF 1 Reduced 6425310841 JONES CA 94030 P SF 1 Standard 6425675599 CACHO CA 94585 P SF 1 Reduced 6433474373 HEYMANN TX 75062 P PD 8 Standard 6435755530 OLIVA CA 94030 P SF 6 Standard 6438697424 TRACKMAN NV 89449 P SF 8 No Ratio 6441888721 MUSIELEWICZ CA 95060 P SF 1 Standard 6444185075 MOONEY MA 02114 P CO 1 Reduced 6444998394 BARTIDO CA 94015 P SF 6 Standard 6445248104 SEIDMAN AZ 85255 P PD 1 Standard 6445481630 MACK SC 29487 S SF 1 Reduced 6450794398 CARRIZOSA FL 33326 P PD 8 Standard 6451301896 ENAMAIT CA 95020 P SF 1 Standard 6453239870 JENNINGS CA 94566 P SF 1 Standard 6458194948 GERMANOS CA 95762 I SF 1 Standard 6458310064 TEMPEL MO 63025 P SF 8 Reduced 6462201200 KOLLMANN CA 94030 P SF 6 Standard 6465240338 JAPPAY CA 94510 P SF 1 Standard 6477291188 LEVY CA 94558 P SF 1 Reduced 6477956251 DAVID CA 90274 P CO 1 Standard 6481014527 HASKETT CA 94501 P SF 1 Reduced 6481397872 BOOZER CA 95356 P SF 8 No Ratio 6489467545 PEARSON CA 95128 P SF 8 Standard 6499176680 PERRY NC 28270 P SF 1 Reduced 6508845317 MATHES CA 94546 P SF 1 Reduced 6510593186 SU CA 94539 P SF 8 Standard 6512449791 AVILA CA 95135 P CO 6 Standard 6512566867 BORNSTEIN CA 90291 P CO 6 Reduced 6515362397 SCOTT CA 93460 P SF 8 Standard 6519815051 WILLIAMS CA 94954 P SF 1 Standard 6520073518 OU-YANG CA 95135 P SF 1 Standard 6521608031 SCOTT CA 92122 P SF 1 Standard 6522547642 HOLLWEDEL CA 94022 P SF 8 No Ratio 6523547500 ORNELLAS CA 95247 I SF 1 Standard 6523809223 VENERABLE VA 20170 P PD 6 Standard 6524298335 BRUNI CA 94062 P SF 8 Standard 6527220732 GEMEINER CA 94536 P SF 6 Standard 6529368661 GUZY IL 60010 P SF 8 Reduced 6531169628 SRYBNIK CA 95476 P PD 8 No Ratio 6534866873 LAMBERT VA 22207 P SF 6 Reduced 6535637372 SANDERS JR UT 84060 S CO 8 Standard 6535893629 DARENSBOURG GA 30075 P PD 1 Reduced 6537962752 STOUTLAND CA 94596 P SF 1 Reduced 6542841355 MERCER MO 63017 P SF 8 No Ratio 6547469889 CLARKE III GA 30326 P CH 1 Reduced 6552542422 MERCADO CA 94066 P SF 1 Standard 6553214146 HOYLE MO 63128 P SF 1 Reduced 6565368443 GOODE CA 90211 P SF 8 Standard 6570585593 TAYLOR CA 94558 I 2F 1 Standard 6571390597 BERGSTROM CA 95062 P SF 1 Reduced 6571447793 HARRISON WA 98074 P SF 1 Reduced 6575918104 PLASCENCIA CA 94066 P SF 1 Standard 6578663509 MURPHY CA 93950 P SF 8 Standard 6579923803 KULCHITSKAYA CA 94523 P PD 8 Standard 6580792346 SCHERTING WA 98027 P PD 6 Standard 6584688664 ELDER MO 64113 P PD 8 Standard 6584821745 PETERSON CA 90272 P SF 1 Standard 6586322684 USSERY OK 74427 P SF 1 Standard 6586503523 HO CA 95135 P PD 1 Reduced 6587656932 FRANKLIN CA 95132 P SF 1 Reduced 6589456752 SEAVER JR CA 94110 P CO 8 Reduced 6592785148 WHITE CA 94708 P SF 1 Reduced 6598966395 POMERANTZ CA 90405 P 3F 1 Standard 6613928669 HURLEY CA 92692 P PD 8 Standard 6614599303 BAAHMADI CA 92808 P SF 1 Reduced 6617966137 SMITH MD 20854 P SF 6 Standard 6621620514 DU CA 94085 P SF 6 Standard 6627875567 STAAF CA 94509 P SF 8 Standard 6632109358 DAVIES CA 94960 P SF 1 Reduced 6633564049 HAMILTON MI 48047 P SF 8 No Ratio 6636086958 BORRERO CA 94568 P SF 8 Standard 6637758662 TRAN CA 92618 P PD 1 Standard 6639898276 SAMSON CA 92651 P SF 1 Standard 6639903845 PHILLIPS CA 94116 P SF 8 Reduced 6640687239 SALLENT FL 33477 P PD 1 Standard 6642391558 AMIR CA 93405 P SF 1 Standard 6645863041 ANDERSON CA 95476 P SF 1 Reduced 6646528932 GAUVIN CA 94521 P SF 1 Reduced 6648120332 CONZ CA 92069 P PD 1 Reduced 6648230115 MARSHALL CA 94566 P SF 1 Reduced 6656619076 MAQUEIRA JR FL 34681 P PD 1 Reduced 6658099319 DELEON CA 94015 P SF 6 Reduced 6658253577 SADEGHI CA 94010 P SF 1 Standard 6661670973 FEYE MA 01776 P SF 1 Standard 6663368311 ZAHRIYA CA 95133 P SF 6 Standard 6663660659 WHITSON TX 78628 P SF 1 Standard 6666379091 DAVID CA 94044 P SF 6 Reduced 6668219600 JENG VA 22202 P SF 1 Reduced 6671672332 ANDERSON IL 60004 P SF 1 Reduced 6676741421 BUCHANAN CA 90277 P SF 8 Reduced 6678046191 FLETES CA 90230 P SF 1 Reduced 6685181619 NELSON CA 92679 P SF 1 Standard 6685801752 HSU CA 95060 P SF 1 Standard 6686938157 ALI CA 94014 P SF 6 Standard 6688441358 BEE CA 92101 P CH 1 Reduced 6689868997 VANNOY MD 20852 P SF 1 Reduced 6690596561 ERLIKH CA 94015 P PA 8 Reduced 6694160042 SHANKS CA 95404 P SF 6 Standard 6697617154 STUSSER ID 83353 S PA 1 Reduced 6697942305 BURGESS CA 92067 P SF 8 Standard 6700630384 AMEY CA 95120 P SF 1 Standard 6704111290 MALONE CA 92262 P SF 1 Reduced 6713529060 MACELHENNY JR CA 95404 P SF 1 Standard 6714998942 MILLER CA 92657 P PD 1 Standard 6717274978 SULLIVAN FL 32955 P SF 1 Reduced 6720801239 FALLAVOLLITTI FL 33432 P SF 1 Reduced 6723641194 STARK JR CA 91361 P PD 8 Reduced 6725791658 GIANG CA 94539 P SF 6 Standard 6728825578 IMLAY CA 95023 P SF 1 Reduced 6733949942 AL-ATRASH MD 20878 P PU 1 Reduced 6738358164 COSTANTINI CA 94568 P PD 1 Reduced 6741394800 PIANPRASERDKOOL CA 94112 P SF 6 Standard 6741761669 MALCOLM CA 95020 P SF 6 Standard 6742867580 MERRILL CA 92679 P SF 8 No Ratio 6745209988 SPRINGMAN CA 90278 P SF 8 Standard 6745429438 BENTON CA 94044 P SF 6 Reduced 6745791845 DOYLE IL 60201 P SF 8 Reduced 6750587641 DEBEIKES CA 94558 P SF 6 Standard 6750992692 DAVIS FL 33040 P SF 1 Standard 6761090536 CURCI CA 92201 P SF 1 Standard 6764211915 AMIRKIAI CA 94024 P SF 6 Standard 6765316358 TAYLOR CA 94598 P SF 8 Reduced 6767616359 STAEL CA 92211 P PD 1 Reduced 6768128974 WEST CA 94044 P SF 1 Reduced 6776527480 COLLINS MN 55033 P SF 8 Reduced 6781319311 NEUMANN CA 94019 P SF 6 Standard 6782571670 HEINEY CA 94110 P SF 1 Standard 6784219344 NGUYEN CA 94044 P SF 1 Reduced 6785787273 RHODES CA 90045 P SF 1 Reduced 6787794301 PANGANIBAN CA 92688 P SF 8 Reduced 6792239136 SATTERWHITE VA 23059 P PD 1 Reduced 6796491998 STEINBERG CA 93111 P SF 6 Reduced 6797459127 CORCORAN CA 95111 P SF 1 Standard 6798938368 ZECH CA 92865 P SF 1 Standard 6799500811 MURPHY MD 20815 P SF 6 Standard 6799554396 INVERARITY CA 94607 P CO 1 Reduced 6806251739 TYDINGCO JR CA 94560 P SF 6 Standard 6807054447 LEARY JR DC 20016 P SF 1 Reduced 6810294089 MORINI CA 92630 P PA 1 Reduced 6811078317 MCOMBER JR CA 94306 I 2F 6 Standard 6817604462 NGUYEN CA 95037 P SF 1 Reduced 6818931914 BRUNO CA 94019 P SF 1 Standard 6822899487 HAMMACK-BRENT FL 33308 P SF 1 Standard 6824197211 FLYNN CA 94709 P 2F 1 Standard 6824549346 SPARKS CA 92679 P PD 1 Reduced 6838860747 HOLMES CA 95023 P SF 8 Standard 6839942692 RUDISILL CA 95746 P SF 8 Standard 6841616060 GENESEN CA 92270 P PD 1 Standard 6842776731 MUSSO CA 94542 P SF 6 Standard 6844538816 WOLKENMUTH CA 94583 P PA 1 Reduced 6845821518 BOULTON-WALLACE CA 94018 P SF 1 Standard 6846982798 HALL CA 95006 P SF 1 Standard 6859097260 JOHNSON CA 94563 P SF 8 Reduced 6859801844 ROBERTS CA 92020 P SF 6 Standard 6861666052 LAMAR CA 94044 P SF 6 Standard 6862833479 LANAM CA 90292 P PD 1 Standard 6870672034 RIVERS WA 98279 S SF 1 Reduced 6870689376 HILLERT III TX 77041 P PD 1 Standard 6870980791 FINE CA 94109 P 2F 6 Standard 6871480817 TROTT FL 33924 S SF 1 Reduced 6876939213 CROWELL CA 92067 P PD 8 No Ratio 6879828397 KESSEL CA 90290 P SF 8 Standard 6879929906 HONG CA 90210 P CO 1 Reduced 6880774788 LADRECH CA 95746 P SF 8 Standard 6886621736 TABER CA 92869 P PD 1 Standard 6887704457 WIGGINS CA 94596 P SF 8 Standard 6888482020 DERECHO CA 95073 P SF 8 Standard 6895233432 NELSON CA 95051 P SF 1 Reduced 6899317520 MORALES CA 95116 P SF 6 Standard 6901623428 GARRETT CA 95037 P SF 8 Reduced 6903041496 COCHRANE CA 94583 P PA 1 Reduced 6903248976 DOUGLAS WA 98144 P SF 1 Standard 6905089345 BINDER CA 96161 S PD 1 Reduced 6907419862 WHITT JR FL 33549 S PD 1 Reduced 6910307369 ESCOBAR CA 95020 I 2F 1 Standard 6913792609 BERGMAN CA 95436 P SF 1 Standard 6915634056 FISHER CA 95020 P PD 8 Standard 6917883933 CURTIN SC 29455 S SF 1 Reduced 6918303394 LEONIS CA 94044 P PD 8 Standard 6920661185 SNIDER MD 20838 P SF 1 Reduced 6920766893 REY GA 30004 P PD 1 Standard 6924926873 AINSWORTH NY 11937 P SF 1 Standard 6925171594 WALKER CA 95125 P SF 8 Standard 6927640398 HARRIS UT 84010 P SF 8 Reduced 6931400946 ROMERO CA 94112 P SF 1 Standard 6932375519 KAROLICK DC 20009 P SF 1 Reduced 6932446781 DE LA TORRE CA 94066 P SF 8 Reduced 6933411149 GUTHRIE CA 92037 P CO 6 Reduced 6935655495 HARRIS CA 90278 P CO 1 Standard 6937832712 ALLEYNE NY 11552 P SF 1 Reduced 6937895768 MEHTA MA 01460 P SF 1 Reduced 6938948749 KIM CA 94583 P PD 8 Reduced 6939369697 TERRY MA 02324 P SF 1 Reduced 6939388820 SCHAFFER CA 95008 P SF 8 Standard 6941057140 LOGIA JR CA 94066 P SF 6 Standard 6942683845 NELSON CA 92673 P CO 1 Reduced 6944756169 WOOLDRIDGE CA 94556 I SF 1 Standard 6948973349 HAMPTON CA 93105 P SF 1 Reduced 6950080009 FOSTER CA 95020 P SF 1 Reduced 6950288412 DANIEL CA 95304 P SF 1 Standard 6965388892 JENSEN CA 95356 P SF 1 Standard 6973870592 ADELMAN IL 60611 P CO 1 Reduced 6975383958 KLUG CA 94510 P SF 6 Standard 6975669331 GADDY CA 95050 P SF 1 Standard 6980335753 FAULKNER CA 94941 P SF 6 Reduced 6982359538 ABDELLAH CA 92688 P PD 8 Standard 6982766179 O'KEEFE CA 90403 P CO 1 Reduced 6987201776 DEAN AR 72756 P SF 8 Reduced 6987592315 SMITH CA 92675 P PD 6 Reduced 6991857852 FOWLER CA 92610 P PD 1 Standard 6992943909 PEASE CA 93906 P SF 1 Reduced 6995064950 AUERBACH CA 90272 P CO 1 Reduced 6997032971 MIRAFLOR CA 91765 P PD 6 Reduced 6997193922 MEYNIG VA 20112 P PD 1 Standard 6998610098 BENICH CA 95136 P PD 6 Reduced Loan Orig Interest First Pay Maturity Orig Original Monthly Current Number LTV Rate Date Date Term PB P & I Due Date ------ ---- -------- --------- -------- ---- -------- ------- -------- 0023156227 61.20 8.375 20001201 20301101 360 600,000 4,560.43 20010301 0023843659 89.40 8.250 20010101 20301201 360 420,000 3,155.32 20010301 0023914047 90.00 7.625 20010301 20310201 360 343,232 2,429.37 20010301 0025935834 46.90 7.125 19980501 20280401 360 450,000 3,031.74 20010301 0028630861 80.00 7.625 20010301 20310201 360 420,800 2,978.40 20010301 0028935039 76.80 8.375 20010201 20310101 360 357,000 2,713.46 20010301 0028938686 80.00 8.000 20010301 20310201 360 416,000 3,052.47 20010301 0028951903 74.00 8.125 20001101 20301001 360 284,300 2,110.92 20010301 0028955557 73.90 7.750 20010201 20310101 360 650,000 4,656.68 20010301 0028972156 80.00 8.250 20001201 20301101 360 320,000 2,404.05 20010301 0028979094 85.80 8.125 20001101 20301001 360 343,237 2,548.54 20010301 0028979102 80.00 8.500 20010201 20310101 360 360,000 2,768.09 20010401 0028983526 80.00 8.250 20001201 20301101 360 291,200 2,187.69 20010401 0029008760 80.00 8.375 20001201 20301101 360 452,000 3,435.53 20010301 0029022993 85.00 8.750 20001001 20300901 360 280,500 2,206.69 20010301 0029027075 75.00 8.500 20001101 20301001 360 458,250 3,523.55 20010301 0029033024 79.80 8.375 20010101 20301201 360 347,000 2,637.45 20010301 0029042488 85.60 7.750 20010301 20310201 360 400,000 2,865.65 20010301 0029045770 80.00 7.875 20010201 20310101 360 335,550 2,432.98 20010301 0029058237 80.00 7.500 20010301 20310201 360 560,000 3,915.61 20010301 0029060845 75.00 8.125 20010201 20310101 360 370,500 2,750.96 20010301 0029061173 72.70 7.875 20010101 20301201 360 325,000 2,356.48 20010301 0029065380 80.00 7.875 20010301 20310201 360 293,600 2,128.80 20010301 0029066693 75.00 8.125 20010201 20310101 360 442,500 3,285.55 20010301 0029077393 80.00 8.375 20010101 20301201 360 591,150 4,493.17 20010301 0029085180 72.80 7.875 20010201 20310101 360 300,000 2,175.21 20010401 0029086931 80.00 7.875 20010201 20310101 360 297,600 2,157.81 20010301 0029090149 65.50 8.125 20010201 20310101 360 475,000 3,526.86 20010301 0029090651 80.00 7.875 20010201 20310101 360 341,750 2,477.92 20010301 0029093960 80.00 8.000 20010201 20310101 360 477,450 3,503.36 20010401 0029094281 53.50 7.750 20010201 20310101 360 385,000 2,758.19 20010301 0029095650 80.00 7.875 20010201 20310101 360 315,650 2,288.68 20010301 0029096013 67.30 9.750 20000901 20300801 360 333,000 2,860.98 20010301 0029097250 74.40 7.375 20001101 20301001 360 320,000 2,210.16 20010301 0029097573 62.80 8.125 20010201 20310101 360 468,700 3,480.08 20010401 0029099751 80.00 8.250 20010101 20301201 360 388,000 2,914.92 20010301 0029100435 80.00 7.750 20010201 20310101 360 300,800 2,154.97 20010401 0029102498 67.80 8.125 20010201 20310101 360 305,000 2,264.62 20010301 0029103793 75.00 8.250 20001201 20301101 360 337,500 2,535.52 20010301 0029104171 70.50 8.000 20010201 20310101 360 358,000 2,626.88 20010301 0029105012 90.00 8.375 20010201 20310101 360 337,500 2,565.24 20010301 0029106200 79.00 8.250 20010201 20310101 360 379,550 2,851.44 20010301 0029107018 69.30 8.250 20010201 20310101 360 350,000 2,629.43 20010401 0029108552 79.90 7.875 20010201 20310101 360 284,300 2,061.37 20010401 0029109097 95.00 8.375 20001201 20301101 360 279,200 2,122.13 20010301 0029109626 47.20 8.375 20010201 20310101 360 425,000 3,230.31 20010201 0029111531 80.00 7.875 20010101 20301201 360 479,200 2,929.98 20010301 0029111580 75.00 8.375 20010101 20301201 360 345,000 2,622.25 20010301 0029113289 66.20 8.125 20010101 20301201 360 350,000 2,598.75 20010301 0029114014 80.00 8.500 20010201 20310101 360 447,200 3,438.58 20010301 0029118551 80.00 8.125 20000901 20300801 360 381,900 2,835.60 20010301 0029122728 80.00 7.875 20010201 20310101 360 388,000 2,813.27 20010301 0029123981 75.00 8.250 20010201 20310101 360 319,100 2,397.30 20010301 0029124039 77.90 8.000 20010201 20310101 360 276,950 2,032.16 20010301 0029124047 78.70 8.000 20010201 20310101 360 408,450 2,997.06 20010401 0029124070 78.50 8.125 20010201 20310101 360 371,100 2,755.41 20010301 0029125531 80.00 8.250 20010201 20310101 360 277,600 2,085.52 20010301 0029128535 80.00 8.000 20010201 20310101 360 396,000 2,905.71 20010301 0029129624 80.00 7.875 20010201 20310101 360 599,200 4,344.62 20010301 0029131984 80.00 8.125 20010201 20310101 360 316,000 2,346.29 20010301 0029132966 80.00 8.000 20010201 20310101 360 362,900 2,662.83 20010301 0029133063 67.40 8.000 20010201 20310101 360 300,000 2,201.30 20010201 0029134830 80.00 8.000 20010201 20310101 360 296,000 2,171.94 20010301 0029135258 80.00 7.750 20010201 20310101 360 324,600 2,325.48 20010401 0029135787 78.50 8.000 20010201 20310101 360 343,000 2,516.81 20010301 0029136058 77.70 8.000 20010301 20310201 360 319,150 2,341.81 20010301 0029136355 75.00 8.000 20010301 20310201 360 341,250 2,503.98 20010301 0029136470 64.00 8.125 20010201 20310101 360 400,000 2,969.99 20010301 0029137783 78.10 8.250 20010301 20310201 360 337,850 2,538.15 20010301 0029138070 80.00 8.000 20010201 20310101 360 560,000 4,109.08 20010301 0029139334 78.90 8.000 20010201 20310101 360 407,150 2,987.52 20010301 0029140860 76.50 8.125 20010201 20310101 360 325,000 2,413.12 20010301 0029142601 78.50 8.000 20010201 20310101 360 374,100 2,745.01 20010301 0029145067 80.00 7.875 20010201 20310101 360 399,200 2,894.48 20010301 0029145109 78.90 7.875 20010201 20310101 360 291,900 2,116.48 20010301 0029145794 76.90 7.875 20010201 20310101 360 400,000 2,900.28 20010301 0029147956 68.10 8.500 20010101 20301201 360 470,000 3,613.89 20010301 0029149085 75.00 8.250 20010101 20301201 360 322,500 2,422.83 20010301 0029151438 66.90 7.625 20010301 20310201 360 295,000 2,087.99 20010401 0029151537 69.90 7.875 20010201 20310101 360 650,000 4,712.95 20010301 0029152725 60.20 7.750 20010301 20310201 360 318,000 2,278.19 20010301 0029153772 68.40 9.250 20001201 20301101 360 464,000 3,817.22 20010301 0029154770 80.00 7.875 20010201 20310101 360 377,700 2,738.59 20010301 0029155686 79.30 8.125 20010201 20310101 360 464,000 3,445.19 20010301 0029156866 79.80 8.125 20001201 20301101 360 300,000 2,227.49 20010301 0029157096 80.00 8.000 20001201 20301101 360 304,000 2,230.64 20010401 0029157252 75.00 8.125 20010201 20310101 360 330,000 2,450.24 20010301 0029157260 80.00 7.625 20000101 20291201 360 360,000 2,548.06 20010401 0029157302 71.90 8.625 20001001 20300901 360 510,500 3,970.62 20010301 0029157427 80.00 8.625 20001201 20301101 360 520,000 4,044.51 20010301 0029157567 66.70 8.250 20000101 20291201 360 330,000 2,479.18 20010301 0029157807 71.10 9.125 20001101 20301001 360 456,000 3,710.17 20010301 0029157856 80.00 7.625 20000201 20300101 360 480,000 3,397.42 20010301 0029157914 71.90 8.500 20001201 20301101 360 443,200 3,407.83 20010301 0029157922 80.00 8.500 20001001 20300901 360 681,600 5,240.92 20010301 0029157948 39.10 9.125 20001201 20301101 360 450,000 3,661.35 20010401 0029158284 80.00 8.750 20000901 20300801 360 316,000 2,485.97 20010301 0029158300 74.30 8.500 20001001 20300901 360 500,000 3,844.57 20010401 0029158326 72.80 7.875 20001101 20301001 360 382,250 2,771.58 20010301 0029158342 75.00 9.125 20001101 20301001 360 468,000 3,807.80 20010301 0029158417 87.00 8.000 20000901 20300801 360 350,000 2,568.18 20010401 0029158623 68.60 8.250 20001101 20301001 360 600,000 4,507.60 20010301 0029158631 80.00 8.125 20001001 20300901 360 379,040 2,814.36 20010301 0029158706 77.50 7.500 20010101 20301201 360 500,000 3,496.07 20010301 0029158789 68.00 8.250 20000901 20300801 360 325,000 2,441.62 20010301 0029158904 95.00 8.625 20000901 20300801 360 307,150 2,388.98 20010301 0029159001 80.00 8.000 20010201 20310101 360 456,000 3,345.97 20010301 0029159035 80.00 8.750 20010101 20301201 360 319,200 2,511.15 20010301 0029159100 80.00 7.750 20010101 20301201 360 346,400 2,481.66 20010301 0029159282 51.60 8.125 20001201 20301101 360 461,000 3,422.91 20010301 0029159589 75.00 8.750 20001101 20301001 360 487,500 3,835.16 20010301 0029159688 60.20 8.125 20000901 20300801 360 370,000 2,747.24 20010301 0029159753 80.00 8.000 20010201 20310101 360 332,000 2,436.10 20010201 0029159761 73.30 8.500 20000901 20300801 360 550,000 4,229.02 20010301 0029160066 80.00 7.875 20010101 20301201 360 300,000 2,175.21 20010301 0029160280 80.00 7.375 20001001 20300901 360 303,328 2,095.01 20010301 0029160322 62.90 7.750 20001201 20301101 360 440,000 3,152.21 20010301 0029160397 85.00 8.125 20001201 20301101 360 391,000 2,903.16 20010301 0029160454 59.00 8.000 20001201 20301101 360 413,000 3,030.45 20010301 0029160512 68.30 8.375 20001101 20301001 360 438,750 3,334.82 20010301 0029160710 90.00 8.375 20001101 20301001 360 380,142 2,889.35 20010301 0029160793 75.00 8.375 20001001 20300901 360 281,250 2,137.70 20010301 0029160819 73.00 8.250 20001201 20301101 360 336,000 2,524.26 20010301 0029161007 80.00 8.250 20010101 20301201 360 282,200 2,120.07 20010301 0029161056 80.00 8.625 20000101 20291201 360 368,000 2,862.27 20010301 0029161148 80.00 9.250 20001101 20301001 360 300,000 2,468.03 20010401 0029161197 74.30 7.875 20010201 20310101 360 427,300 3,098.22 20010301 0029161205 67.90 7.875 20010201 20310101 360 369,900 2,682.03 20010201 0029161239 62.60 8.000 20010101 20301201 360 370,000 2,714.93 20010301 0029161288 80.00 8.125 20001201 20301101 360 392,128 2,911.54 20010301 0029161304 44.10 7.875 20001201 20301101 360 300,000 2,175.21 20010301 0029161551 65.40 8.875 20000901 20300801 360 425,000 3,381.49 20010301 0029161809 71.60 8.375 20001201 20301101 360 320,250 2,434.13 20010301 0029161858 80.00 8.500 20001201 20301101 360 516,000 3,967.60 20010301 0029161890 80.00 7.875 20001101 20301001 360 317,600 2,302.82 20010301 0029161981 79.90 7.875 20001201 20301101 360 324,500 2,352.85 20010301 0029162112 56.00 8.000 20001201 20301101 360 375,000 2,751.62 20010301 0029162153 80.00 8.500 20001101 20301001 360 420,000 3,229.44 20010301 0029162179 80.00 7.250 20001201 20301101 360 559,200 3,814.73 20010301 0029162260 64.90 9.375 20001001 20300901 360 370,000 3,077.48 20010301 0029162526 80.00 8.000 20001001 20300901 360 280,000 2,054.54 20010301 0029162708 80.00 7.875 20001201 20301101 360 648,000 4,698.45 20010401 0029162765 80.00 8.250 20010101 20301201 360 447,200 3,359.66 20010301 0029162781 90.00 8.875 20000701 20300601 360 306,000 2,434.68 20010301 0029162856 80.00 8.375 20001101 20301001 360 298,000 2,265.02 20010401 0029162922 80.00 8.500 20001101 20301001 360 420,000 3,229.44 20010301 0029162930 69.40 7.875 20001201 20301101 360 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368,350 2,544.11 20010401 6998610098 70.00 7.875 20010401 20310301 360 448,000 3,248.32 20010401 Loan Remaining Scheduled PMI Appraisal Sales Number Term Balance Code FICO Value Price ------ --------- ---------- ---- ---- --------- --------- 0023156227 356 598,492.60 768 980,000 -- 0023843659 357 419,191.01 11 744 470,000 -- 0023914047 359 342,983.58 06 757 396,000 381,369 0025935834 325 428,552.09 705 960,000 -- 0028630861 359 420,495.43 680 526,500 526,055 0028935039 358 356,554.65 666 465,000 -- 0028938686 359 415,720.86 702 520,000 520,000 0028951903 355 283,357.46 728 407,400 384,327 0028955557 358 648,624.51 687 880,000 883,550 0028972156 356 319,175.34 792 400,000 400,000 0028979094 355 341,790.53 12 772 400,000 400,000 0028979102 358 359,536.13 759 450,000 -- 0028983526 356 189,069.82 776 364,000 368,000 0029008760 356 450,864.39 643 565,000 565,000 0029022993 354 279,513.89 01 643 330,000 330,000 0029027075 355 456,842.14 000 612,000 611,000 0029033024 357 346,348.44 704 435,000 -- 0029042488 359 399,717.68 01 716 468,000 467,266 0029045770 358 335,086.62 671 425,000 419,455 0029058237 359 559,584.39 773 740,000 700,000 0029060845 358 370,013.62 627 494,000 -- 0029061173 357 324,324.58 725 447,000 -- 0029065380 359 293,397.95 760 367,000 375,022 0029066693 358 441,919.12 687 590,000 -- 0029077393 357 590,039.98 784 745,000 738,979 0029085180 358 299,440.87 779 412,000 412,912 0029086931 358 297,189.04 731 373,000 372,039 0029090149 358 474,376.47 633 725,000 725,000 0029090651 358 341,278.08 715 428,000 427,205 0029093960 358 476,807.14 770 597,000 600,000 0029094281 358 384,438.29 630 720,000 -- 0029095650 358 315,214.12 729 395,000 394,566 0029096013 353 331,885.59 752 495,000 -- 0029097250 355 318,767.44 644 430,000 430,000 0029097573 358 468,084.74 786 750,000 746,000 0029099751 357 387,252.63 778 485,000 485,000 0029100435 358 300,374.03 728 376,000 376,000 0029102498 358 304,485.62 705 450,000 -- 0029103793 356 336,630.21 706 450,000 -- 0029104171 358 357,517.98 780 508,000 508,000 0029105012 358 337,078.99 06 734 375,000 375,000 0029106200 358 379,064.27 721 480,600 480,563 0029107018 358 349,552.10 663 505,000 -- 0029108552 358 283,907.41 786 357,000 356,002 0029109097 356 278,498.50 11 711 295,000 293,933 0029109626 358 424,469.83 670 900,000 -- 0029111531 357 403,256.52 776 600,000 599,000 0029111580 357 344,266.80 752 460,000 -- 0029113289 357 348,903.23 769 535,000 529,000 0029114014 358 446,656.26 747 575,000 559,000 0029118551 353 380,115.35 703 478,000 477,390 0029122728 358 387,464.21 738 490,000 485,000 0029123981 358 318,691.62 749 425,500 425,500 0029124039 358 276,577.10 797 355,800 355,716 0029124047 358 407,900.05 718 520,000 519,124 0029124070 358 370,612.85 677 473,000 472,892 0029125531 358 277,244.74 715 347,000 -- 0029128535 358 395,421.51 729 633,000 495,000 0029129624 358 598,372.55 710 750,000 749,000 0029131984 358 315,585.18 786 395,000 395,000 0029132966 358 362,410.93 676 476,000 453,673 0029133063 358 299,596.06 744 445,000 -- 0029134830 358 295,601.46 670 370,000 -- 0029135258 358 324,140.32 693 408,000 405,800 0029135787 358 342,460.80 732 437,000 436,885 0029136058 359 318,935.86 700 411,000 410,960 0029136355 359 341,021.02 772 455,000 -- 0029136470 358 399,474.91 769 625,000 -- 0029137783 359 337,634.57 770 435,000 432,354 0029138070 358 559,246.00 743 700,000 -- 0029139334 358 406,601.79 745 525,000 515,981 0029140860 358 324,573.36 682 430,000 425,000 0029142601 358 373,596.31 687 477,000 476,701 0029145067 358 398,641.90 707 500,000 499,000 0029145109 358 291,496.91 722 370,000 369,880 0029145794 358 399,447.63 690 520,000 -- 0029147956 357 469,139.77 650 690,000 -- 0029149085 357 321,878.82 719 430,000 -- 0029151438 359 294,786.49 777 441,000 441,305 0029151537 358 649,102.41 765 980,000 930,000 0029152725 359 317,775.56 654 530,000 528,500 0029153772 356 463,026.60 786 695,000 678,000 0029154770 358 376,488.68 725 480,000 472,234 0029155686 358 463,390.90 751 585,000 -- 0029156866 356 299,207.00 747 380,000 375,800 0029157096 356 303,148.19 768 381,000 380,000 0029157252 358 329,566.80 723 440,000 440,000 0029157260 345 355,549.14 784 450,000 450,000 0029157302 354 508,658.78 753 710,000 710,500 0029157427 356 518,758.65 722 670,000 650,000 0029157567 345 326,687.04 703 510,000 495,000 0029157807 355 454,768.05 769 642,000 641,150 0029157856 346 474,905.92 761 600,000 600,000 0029157914 356 441,603.85 700 616,000 -- 0029157922 354 679,078.20 769 852,000 852,000 0029157948 356 449,031.12 756 1,150,000 -- 0029158284 353 314,699.15 664 395,000 395,000 0029158300 354 498,092.24 739 680,000 672,500 0029158326 355 380,917.30 657 525,000 -- 0029158342 355 466,735.64 752 625,000 624,000 0029158417 353 347,309.45 12 759 411,000 402,500 0029158623 355 598,060.51 752 925,000 875,000 0029158631 354 377,526.90 660 475,000 473,800 0029158706 357 498,369.56 793 645,000 645,000 0029158789 353 323,519.03 770 480,000 478,000 0029158904 353 305,852.87 06 683 333,000 323,349 0029159001 358 455,386.02 762 570,000 570,000 0029159035 357 318,645.02 640 405,000 399,000 0029159100 357 345,661.78 771 434,000 433,000 0029159282 356 456,770.66 767 894,000 -- 0029159589 355 485,899.14 759 675,000 650,000 0029159688 353 368,270.98 774 619,000 614,900 0029159753 358 331,552.98 780 426,000 415,000 0029159761 353 547,617.47 658 796,000 750,000 0029160066 357 298,298.99 781 380,000 375,000 0029160280 354 301,921.65 718 387,000 379,161 0029160322 356 438,745.71 772 700,000 -- 0029160397 356 389,966.48 01 735 475,000 460,000 0029160454 356 411,880.40 651 700,000 -- 0029160512 355 437,367.29 699 642,000 -- 0029160710 355 378,943.97 06 720 423,000 422,380 0029160793 354 279,772.78 745 400,000 375,000 0029160819 356 335,134.08 674 460,000 -- 0029161007 357 281,656.43 660 353,000 352,829 0029161056 345 364,571.77 747 460,000 -- 0029161148 355 299,210.27 712 375,000 -- 0029161197 358 426,709.95 719 575,000 -- 0029161205 358 369,371.12 797 546,000 544,935 0029161239 357 369,250.24 795 591,000 591,000 0029161288 356 391,091.51 625 492,000 490,161 0029161304 356 299,166.00 693 680,000 -- 0029161551 353 423,294.65 775 660,000 650,000 0029161809 356 319,445.39 657 449,000 447,367 0029161858 356 514,736.26 742 645,000 -- 0029161890 355 316,349.30 656 400,000 397,000 0029161981 356 323,292.58 745 410,000 406,049 0029162112 356 373,983.40 721 670,000 669,775 0029162153 355 418,709.64 666 525,000 -- 0029162179 356 557,439.20 700 699,000 699,000 0029162260 354 368,856.75 686 570,000 570,000 0029162526 354 278,853.76 784 350,000 350,000 0029162708 356 645,276.81 735 825,000 810,000 0029162765 357 446,338.61 687 560,000 559,309 0029162781 351 304,409.54 12 698 345,000 340,000 0029162856 355 297,060.85 746 373,000 372,500 0029162922 355 418,709.64 735 535,000 525,000 0029162930 356 383,929.68 819 555,000 555,000 0029163060 355 384,844.04 661 555,000 -- 0029163078 355 341,392.87 728 650,000 642,500 0029163086 356 525,534.93 773 900,000 889,000 0029163102 356 309,371.81 684 535,000 -- 0029163136 353 343,943.88 770 432,000 432,000 0029163177 353 388,394.50 760 870,000 845,000 0029163193 356 279,240.91 713 350,000 350,000 0029163227 354 298,708.87 795 450,000 446,327 0029163235 354 332,802.38 755 425,000 425,000 0029163268 357 319,334.96 741 415,000 400,000 0029163284 357 374,938.68 745 731,000 -- 0029163300 354 481,968.38 755 605,000 605,000 0029163391 356 309,985.83 739 395,000 388,600 0029163466 358 377,065.26 679 598,000 597,673 0029163540 356 358,320.28 693 450,000 449,000 0029163573 357 347,329.68 777 439,000 435,000 0029163581 354 298,972.02 719 400,000 -- 0029163599 354 308,881.93 779 950,000 -- 0029163615 356 338,046.91 704 485,000 484,556 0029163730 357 614,719.85 697 770,000 -- 0029163888 354 468,170.55 746 588,250 588,207 0029164134 355 378,946.45 781 478,000 475,000 0029164399 354 294,904.85 717 370,000 -- 0029164498 359 324,776.33 743 700,000 -- 0029164605 357 573,805.06 667 775,000 775,000 0029164712 356 307,185.85 688 590,000 -- 0029164894 356 286,401.58 686 359,000 359,000 0029164969 355 414,904.47 731 755,000 -- 0029165206 357 390,187.44 000 595,000 -- 0029165230 356 323,870.30 703 565,000 -- 0029166261 354 348,951.83 787 440,000 440,000 0029166485 356 301,620.66 718 390,000 378,000 0029166550 355 376,808.73 06 714 420,000 420,000 0029166741 356 282,436.53 000 480,000 -- 0029166774 356 290,322.94 06 637 324,000 324,000 0029166782 356 489,934.12 690 614,000 614,000 0029166907 357 326,431.45 761 420,000 -- 0029166923 356 372,653.08 06 637 415,000 415,500 0029166964 355 293,971.49 767 375,000 375,000 0029166998 357 375,275.74 649 475,000 -- 0029167046 355 366,312.05 679 490,000 -- 0029167152 356 534,987.47 698 850,000 -- 0029167210 355 448,545.39 742 670,000 650,000 0029167301 353 375,533.60 771 740,000 737,500 0029167384 356 306,167.36 06 665 342,000 341,010 0029167400 354 557,928.09 625 700,000 -- 0029167434 356 302,112.93 690 440,000 -- 0029167459 354 342,727.24 677 435,000 430,000 0029167475 356 522,842.14 758 655,000 655,000 0029167509 357 409,169.17 701 660,000 649,900 0029167756 356 293,721.55 769 385,000 -- 0029167939 356 432,902.69 769 544,000 542,588 0029168317 357 393,082.85 678 525,000 -- 0029168465 354 398,323.53 698 502,000 499,900 0029168507 357 302,728.97 06 715 325,000 319,236 0029168663 357 618,976.37 644 775,000 775,000 0029168739 358 332,540.16 733 430,000 416,253 0029168952 357 283,409.80 737 355,000 355,000 0029168960 355 381,324.86 06 666 425,000 425,000 0029169091 353 398,661.38 699 685,000 -- 0029169182 356 430,914.64 713 544,000 540,000 0029169208 354 547,859.19 782 1,180,000 1,135,000 0029169240 356 554,567.12 750 695,000 695,000 0029169257 357 340,592.68 634 455,000 -- 0029169307 354 358,127.44 729 460,000 460,000 0029169448 356 293,161.88 764 368,000 367,500 0029169471 353 326,005.35 668 410,000 408,975 0029169570 357 297,440.43 677 440,000 -- 0029169646 356 297,306.66 779 398,000 398,000 0029169679 356 376,152.55 06 649 420,000 419,000 0029169687 355 299,250.38 643 429,000 -- 0029169752 355 373,876.94 745 575,000 -- 0029169778 357 409,848.71 660 540,000 513,405 0029169869 353 398,177.26 756 570,000 568,500 0029169919 355 377,905.26 06 664 421,500 421,250 0029169935 357 456,341.49 741 572,500 571,536 0029170073 356 383,956.29 720 558,000 550,000 0029170131 357 307,406.71 645 388,000 385,000 0029170214 355 647,951.55 663 1,200,000 -- 0029170305 356 305,231.19 630 410,000 -- 0029170826 355 418,607.57 789 535,000 525,000 0029170917 356 359,853.62 735 451,000 450,950 0029171725 358 299,575.15 788 450,000 -- 0029172087 359 329,685.95 690 459,000 412,392 0029172129 357 329,296.73 758 412,500 412,500 0029172137 356 334,240.38 626 490,000 -- 0029172145 355 380,454.34 740 477,500 477,500 0029172152 357 339,361.57 06 739 400,000 400,000 0029172178 355 727,640.28 766 1,250,000 1,230,000 0029172194 356 349,142.81 706 500,000 -- 0029172202 356 299,186.73 721 400,000 -- 0029172244 356 279,259.86 779 386,000 385,297 0029172269 354 318,405.77 802 399,600 399,600 0029172293 357 315,874.67 723 412,000 -- 0029172301 355 357,211.80 757 455,000 448,033 0029172335 354 494,020.01 774 625,000 620,000 0029172343 356 285,184.72 723 495,000 -- 0029172368 355 285,497.40 771 370,000 358,000 0029172376 357 399,248.91 658 510,000 -- 0029172400 357 287,274.94 717 375,000 359,900 0029172772 356 524,597.18 709 752,000 751,001 0029172863 358 351,813.51 723 440,500 440,400 0029172988 357 396,926.32 630 497,000 497,000 0029173010 357 323,406.98 772 470,000 -- 0029173069 358 339,597.08 799 425,000 425,000 0029173077 357 345,912.92 11 696 385,000 385,000 0029173200 358 329,482.73 785 440,000 412,468 0029173218 358 502,348.75 745 640,000 629,811 0029173234 358 344,694.16 790 455,000 431,479 0029173820 356 397,373.29 06 681 450,000 450,000 0029173887 355 286,564.05 06 663 315,000 302,530 0029174034 356 442,855.75 739 560,000 -- 0029174059 356 279,296.52 739 419,000 419,000 0029174349 355 393,786.46 764 522,000 -- 0029174521 354 473,286.80 734 625,000 -- 0029174794 357 293,419.12 722 369,000 -- 0029174901 356 500,604.45 712 630,000 627,500 0029175221 354 398,481.98 798 525,000 525,000 0029175239 356 598,373.47 768 1,125,000 1,011,100 0029175403 356 298,219.27 744 375,600 374,000 0029175437 355 430,567.79 772 562,000 540,000 0029175668 354 310,874.70 708 390,000 390,000 0029175726 356 279,259.86 763 950,000 -- 0029175874 355 283,104.95 683 365,000 355,000 0029175882 356 377,868.78 733 505,000 -- 0029175999 354 394,378.93 668 495,000 495,000 0029176443 358 330,531.27 696 420,000 414,890 0029176633 358 284,625.88 632 435,000 -- 0029176997 356 648,408.10 733 1,000,000 1,000,000 0029177029 356 324,973.49 712 430,000 424,362 0029177037 353 602,445.09 702 925,000 -- 0029177045 354 346,136.74 737 435,000 434,950 0029177276 358 292,085.77 06 699 325,000 325,000 0029177474 353 497,604.05 737 750,000 679,003 0029177649 355 295,688.76 01 666 318,500 312,235 0029177755 356 471,372.07 687 600,000 -- 0029177979 357 414,115.59 771 535,000 535,000 0029178019 354 308,069.82 764 540,000 -- 0029178043 355 290,981.93 767 365,000 365,000 0029178092 355 593,392.54 771 850,000 -- 0029178142 354 458,816.30 726 577,900 577,900 0029178191 354 383,116.89 762 665,000 656,653 0029178274 355 423,228.72 765 533,000 -- 0029178308 356 498,743.78 723 677,000 677,000 0029178720 355 328,849.47 791 475,000 -- 0029178738 355 367,707.51 776 595,000 588,900 0029178944 356 313,768.42 759 450,000 449,500 0029179082 359 499,647.11 711 670,000 669,302 0029179124 357 319,399.12 753 400,000 400,000 0029179173 354 366,453.99 774 459,850 459,850 0029179389 355 344,936.97 698 443,000 440,000 0029179421 356 391,738.23 758 495,000 490,976 0029179447 356 626,209.80 745 785,000 785,000 0029179504 357 300,933.86 01 685 335,000 335,000 0029179561 359 332,787.66 35 770 370,000 370,000 0029179744 355 406,253.85 671 510,000 510,000 0029179769 354 280,105.44 745 360,000 351,500 0029179777 355 310,939.20 723 400,000 390,000 0029179819 357 648,747.96 793 888,000 -- 0029179991 357 315,450.59 06 636 365,000 -- 0029180395 356 334,309.24 767 419,000 418,919 0029182862 358 312,268.18 778 402,000 390,920 0029185444 355 885,201.47 735 1,250,000 1,111,000 0029185618 357 299,422.14 659 425,000 -- 0029185667 354 644,291.74 692 2,100,000 -- 0029185741 354 498,414.45 681 750,000 650,000 0029189172 358 365,774.96 772 460,000 458,000 0029189644 358 359,539.30 749 450,000 475,000 0029190253 358 325,699.62 11 777 363,000 362,397 0029190410 358 383,495.10 696 480,000 480,000 0029193851 357 330,628.65 671 415,000 414,154 0029194610 359 381,530.52 734 480,000 477,301 0029195914 354 647,533.24 723 1,058,950 1,058,950 0029196078 355 403,690.85 680 540,000 -- 0029196193 356 307,226.16 708 385,000 385,000 0029197902 356 648,408.10 753 892,000 892,000 0029198157 355 428,574.42 761 555,000 537,500 0029198264 355 358,806.46 672 485,000 480,000 0029198900 359 524,638.70 678 775,000 759,000 0029199205 358 290,857.85 768 364,500 364,065 0029200441 354 620,513.06 747 890,000 -- 0029200466 357 598,956.81 716 750,000 750,000 0029200482 357 276,438.69 784 370,000 369,850 0029200516 356 293,261.35 672 368,000 367,500 0029200557 352 319,596.41 681 428,000 -- 0029200565 357 367,989.80 745 465,000 460,900 0029200615 356 298,785.03 761 600,000 -- 0029200656 355 451,572.38 712 570,000 567,000 0029200672 355 354,906.26 768 445,000 445,000 0029200797 357 383,061.10 763 480,000 479,888 0029200805 355 481,017.64 709 685,000 682,500 0029200888 355 319,157.61 662 404,000 -- 0029200938 356 648,715.75 683 1,060,000 950,000 0029200953 356 364,106.07 638 500,000 -- 0029200995 356 462,834.23 769 585,000 580,000 0029201027 354 576,802.69 792 879,000 879,000 0029201068 357 315,359.65 783 410,000 408,206 0029201092 354 323,607.11 683 570,500 597,896 0029201100 354 549,796.47 716 695,000 690,000 0029201456 357 279,474.23 639 395,000 395,000 0029201506 357 299,344.44 720 468,000 -- 0029201522 359 315,288.30 722 420,000 -- 0029201563 354 342,063.36 06 641 400,000 381,560 0029201613 357 351,272.21 690 440,000 439,900 0029201969 357 598,814.54 759 886,000 885,990 0029202835 359 359,758.44 764 470,000 450,000 0029204542 359 599,576.53 725 940,000 -- 0029204864 358 342,238.58 677 435,000 428,420 0029210002 358 399,469.99 768 505,000 500,000 0029210457 358 349,516.69 671 500,000 -- 0029211737 358 489,390.18 732 615,000 612,605 0029212131 358 379,475.24 764 525,000 475,000 0029212453 359 374,248.72 731 595,000 545,000 0029212537 358 314,043.30 35 660 380,000 370,000 0029213832 358 304,549.78 718 390,000 381,780 0029214301 359 548,032.03 752 685,500 698,750 0029215696 357 498,986.80 710 1,080,000 -- 0029215712 358 410,682.10 699 520,000 514,105 0029215977 358 649,102.42 661 2,300,000 -- 0029216447 359 318,263.63 750 435,000 425,000 0029217015 359 344,756.51 719 450,000 -- 0029218310 356 282,769.37 709 355,000 -- 0029218393 357 468,463.81 791 588,000 588,000 0029218591 356 398,969.15 734 505,000 500,000 0029218609 358 399,461.43 11 698 448,000 -- 0029218617 357 341,324.30 664 428,000 427,500 0029218690 357 309,387.50 758 507,000 505,900 0029218898 357 299,392.08 777 441,000 431,223 0029218989 357 393,221.56 667 496,000 492,500 0029219425 357 289,255.84 01 667 343,000 322,000 0029219615 359 316,581.98 781 396,000 -- 0029220621 358 483,279.36 743 610,000 609,717 0029220654 358 418,121.81 757 535,000 523,385 0029220753 359 302,131.16 679 387,500 377,945 0029222197 357 275,182.32 24 731 307,000 306,377 0029222577 358 320,599.55 35 657 357,500 357,500 0029224763 359 349,003.50 745 464,000 436,571 0029225125 358 337,147.26 767 429,000 428,089 0029225166 358 296,539.94 770 385,000 377,240 0029225307 357 383,260.33 759 480,000 -- 0029225562 355 478,367.99 701 600,000 -- 0029225596 356 505,723.00 690 775,000 -- 0029225661 358 367,991.14 777 462,000 460,700 0029226362 357 303,368.22 758 380,000 380,000 0029226370 356 336,607.90 788 487,500 487,500 0029226388 357 538,905.74 678 750,000 675,000 0029226578 356 338,103.92 710 424,000 -- 0029226651 357 364,895.77 773 464,000 457,000 0029226727 357 399,217.97 762 505,000 505,000 0029226768 357 486,013.14 630 750,000 750,000 0029226776 356 498,743.78 724 625,000 625,000 0029226792 357 395,217.61 651 495,000 -- 0029226859 357 406,374.86 667 509,900 509,000 0029226974 357 447,092.17 639 570,000 -- 0029226982 357 388,768.62 01 652 422,000 410,000 0029227006 357 343,320.33 755 430,000 430,000 0029228244 359 390,181.29 712 502,000 500,462 0029228293 359 294,791.79 776 430,000 -- 0029229986 357 291,472.98 11 709 327,000 324,500 0029230075 356 474,773.30 703 685,000 -- 0029230083 357 369,268.98 746 465,000 -- 0029230109 356 333,778.87 11 746 385,000 385,000 0029230224 357 374,313.62 762 560,000 -- 0029230240 356 385,279.59 750 515,000 515,000 0029230257 356 565,646.46 653 710,000 709,000 0029230273 357 305,425.40 12 642 340,000 -- 0029230299 353 386,319.22 751 545,500 -- 0029230331 354 381,934.23 763 750,000 -- 0029230406 355 466,598.44 690 585,000 585,000 0029231396 358 304,967.51 705 502,000 502,882 0029234424 359 304,795.35 777 610,000 610,000 0029234663 359 499,681.16 788 1,158,000 1,158,000 0029237062 359 377,333.50 785 472,000 -- 0029237088 358 310,198.87 772 395,000 388,345 0029237104 359 341,776.28 13 715 380,000 380,000 0029237146 359 384,735.04 760 585,000 580,000 0029237294 359 437,198.91 690 625,000 -- 0029249414 359 319,785.28 749 535,000 -- 0029249844 356 362,264.35 759 456,000 454,140 0029250016 358 399,383.62 24 742 445,000 444,390 0029250081 358 304,307.46 753 381,000 380,986 0029251790 358 353,461.22 667 596,000 595,669 0029251832 358 291,326.70 745 396,000 391,743 0029251881 357 305,043.26 623 383,000 382,838 0029251915 358 439,011.56 760 550,000 549,572 0029252525 359 351,751.56 806 445,000 440,000 0029252764 354 288,954.02 801 363,500 362,500 0029252921 356 357,452.66 733 450,000 448,000 0029252988 356 399,045.12 661 558,000 -- 0029255494 359 438,624.24 716 550,000 548,694 0029258035 355 735,702.79 744 987,000 984,247 0029258258 358 438,343.84 761 639,000 638,975 0029258878 358 289,587.64 717 415,000 -- 0029260759 359 359,726.07 703 480,000 -- 0029262516 359 339,766.01 630 430,000 -- 0029263381 359 398,732.28 651 500,000 -- 0029267150 358 326,791.82 728 410,000 409,057 0029267234 358 299,625.76 667 440,000 439,457 0029267309 358 331,103.58 01 712 349,000 377,646 0029268489 354 294,220.78 707 380,000 369,367 0029269230 356 414,688.21 771 519,454 519,454 0029269305 355 299,470.41 772 390,000 382,000 0029269339 356 319,196.01 707 400,000 400,000 0029269420 356 466,683.25 762 886,000 878,500 0029269545 355 528,489.16 633 815,000 -- 0029271442 359 308,576.50 691 535,000 -- 0029274081 359 296,090.87 791 370,400 370,395 0029276342 357 319,283.07 770 412,000 400,000 0029276441 358 499,197.94 742 1,010,000 1,050,183 0029276508 358 449,346.54 651 830,000 818,300 0029276599 358 415,816.74 638 555,000 -- 0029276623 357 449,064.82 728 586,000 565,000 0029276664 358 324,894.96 742 530,000 -- 0029276698 358 427,408.97 691 535,000 535,000 0029276755 358 443,386.88 737 555,000 -- 0029276805 358 376,292.66 767 472,000 471,000 0029276839 356 485,081.41 667 630,000 -- 0029276854 358 302,102.91 650 394,000 -- 0029276904 357 424,181.37 689 841,500 809,900 0029276938 354 612,724.62 779 771,000 777,243 0029277019 357 319,367.75 651 400,000 -- 0029277084 357 398,994.15 674 500,000 -- 0029277100 357 379,229.95 766 475,000 -- 0029277175 358 399,461.43 735 539,000 539,000 0029277258 358 401,844.32 733 503,000 503,000 0029277290 355 334,913.87 739 525,000 -- 0029277340 357 298,153.59 01 802 335,000 332,000 0029277431 357 352,102.94 805 446,000 445,000 0029277456 358 339,446.31 787 450,000 -- 0029277506 357 348,597.26 704 500,000 499,500 0029277530 357 289,022.02 758 470,000 -- 0029277597 357 371,426.50 763 470,000 465,300 0029277613 357 284,576.10 06 652 300,000 -- 0029277639 357 292,406.24 774 367,000 367,000 0029277738 358 459,380.64 786 590,000 575,000 0029277746 357 498,986.80 784 795,000 775,000 0029277795 357 335,219.32 769 420,000 419,900 0029277803 358 455,499.97 709 575,000 -- 0029277902 358 347,531.43 641 465,000 435,000 0029277985 357 291,751.13 670 395,000 -- 0029278074 357 299,407.26 781 600,000 -- 0029278124 358 323,574.68 735 406,000 405,000 0029279502 359 389,724.74 657 530,000 -- 0029280328 359 368,732.93 13 718 410,000 410,000 0029281821 358 338,926.59 662 425,000 424,549 0029281839 357 431,209.30 778 550,000 540,000 0029281854 357 349,290.75 683 470,000 -- 0029281888 357 307,808.83 648 430,000 430,000 0029281920 357 279,487.50 695 365,000 350,000 0029281946 357 379,249.22 711 475,000 475,000 0029282019 358 287,612.22 728 360,000 360,000 0029282514 357 407,360.54 666 675,000 -- 0029282563 357 399,189.45 773 780,000 779,000 0029285012 359 322,766.23 702 450,000 403,763 0029285624 358 542,801.65 781 680,000 680,000 0029290103 358 399,061.97 735 500,000 499,521 0029290640 358 299,653.54 669 400,000 -- 0029290962 358 399,447.63 786 510,000 507,500 0029291069 358 311,111.41 722 665,000 -- 0029291101 358 364,532.91 732 636,000 635,606 0029291317 358 319,857.69 664 535,000 533,872 0029291713 359 599,565.74 772 1,000,000 -- 0029291721 358 286,542.10 13 803 319,000 318,800 0029291820 358 414,776.43 663 520,000 519,200 0029291986 358 649,124.82 764 955,000 938,500 0029292133 358 284,466.47 13 661 317,000 316,500 0029292190 358 374,507.74 668 500,000 -- 0029292307 358 295,650.73 700 375,000 370,096 0029292380 358 349,029.42 13 685 391,000 390,380 0029293321 359 341,364.91 816 432,000 427,000 0029294246 341 330,409.09 704 415,000 -- 0029294345 359 414,100.07 754 519,000 518,005 0029296985 358 515,322.64 648 650,000 645,000 0029297009 358 367,478.86 728 460,000 460,000 0029297017 359 298,983.45 684 376,000 374,000 0029297108 358 435,866.14 06 758 485,000 485,000 0029297314 358 612,308.29 712 875,000 766,444 0029297397 358 299,553.31 757 375,000 375,000 0029297470 358 319,546.84 760 411,000 400,000 0029297702 358 387,515.97 637 485,000 -- 0029297819 358 343,559.77 717 483,500 430,000 0029297900 358 358,703.98 759 460,000 449,000 0029297934 359 406,263.07 647 525,000 508,227 0029298098 356 441,942.47 692 660,000 -- 0029298932 359 374,735.33 690 475,000 474,604 0029300910 358 355,567.13 707 660,000 -- 0029301173 358 384,175.02 653 491,000 480,850 0029301223 358 373,349.92 796 475,000 475,000 0029301298 358 314,565.02 774 455,000 -- 0029301520 357 452,010.12 732 687,000 680,519 0029301777 356 314,188.21 01 664 350,000 350,000 0029301934 354 274,411.67 06 711 290,000 289,900 0029302056 354 597,481.47 752 1,600,000 1,600,000 0029302429 358 448,410.58 788 649,000 649,000 0029302510 358 299,596.06 769 415,000 405,000 0029302619 358 594,618.41 716 750,000 -- 0029303286 359 314,278.03 12 736 405,000 370,000 0029304938 359 507,659.15 749 645,000 635,000 0029305026 358 323,563.75 06 620 360,000 -- 0029305075 358 295,701.32 12 747 335,000 329,900 0029306255 358 305,598.30 12 690 340,000 340,000 0029306271 358 339,564.90 756 455,000 -- 0029306297 358 358,591.46 715 449,500 448,905 0029306412 358 768,989.21 731 1,150,000 -- 0029306446 358 485,094.09 715 608,000 607,149 0029306610 358 299,564.35 768 400,000 -- 0029306636 359 319,774.15 755 400,000 -- 0029306669 237 303,553.08 688 455,000 -- 0029306693 358 390,659.78 785 491,000 489,000 0029306842 358 649,056.11 706 1,000,000 -- 0029308095 357 299,376.55 724 390,000 390,000 0029308350 359 422,316.44 703 630,000 -- 0029308566 359 349,759.14 631 472,000 -- 0029308947 358 411,431.06 747 560,000 515,000 0029312675 359 371,000.90 694 495,000 -- 0029312907 359 368,596.16 679 467,000 461,112 0029312998 359 371,723.92 764 635,000 596,396 0029313848 358 649,102.41 676 975,000 975,000 0029313863 358 386,465.59 01 653 550,000 460,000 0029314911 358 303,469.63 796 379,900 379,900 0029314960 358 283,663.44 701 355,000 355,000 0029315009 358 291,596.76 720 365,000 -- 0029315025 358 443,321.30 693 760,000 740,000 0029315058 358 279,613.34 782 350,000 350,000 0029315066 358 335,547.60 694 420,000 -- 0029315074 357 326,885.05 709 450,000 450,000 0029315116 358 438,679.53 669 549,000 -- 0029315132 358 307,585.30 701 435,000 -- 0029315165 358 368,515.61 01 770 410,000 -- 0029315207 358 407,877.35 778 510,500 510,500 0029315272 358 279,632.43 673 350,000 -- 0029315330 358 309,280.39 772 410,000 409,719 0029315397 358 343,410.84 748 430,000 -- 0029315421 358 282,737.70 06 784 300,000 298,000 0029315447 357 314,345.37 708 503,000 -- 0029315454 358 378,103.01 676 497,000 473,343 0029315520 358 439,392.39 730 750,000 743,900 0029315728 358 303,111.60 06 769 350,000 345,876 0029315892 358 324,562.41 687 500,000 -- 0029315926 358 299,625.76 645 375,000 -- 0029315983 358 327,580.25 689 410,000 -- 0029316064 357 316,939.96 692 400,000 397,000 0029316155 358 321,288.32 654 420,000 -- 0029319274 359 389,724.74 702 875,000 -- 0029319522 358 570,341.17 729 715,000 713,950 0029326972 357 279,403.29 758 361,000 350,000 0029327061 356 299,319.75 635 375,000 -- 0029327103 358 296,600.10 01 727 330,000 -- 0029327285 358 559,145.15 729 700,000 -- 0029327525 358 390,945.58 11 659 435,000 435,000 0029327632 358 319,558.11 775 410,000 400,000 0029327699 358 335,536.01 683 420,000 -- 0029327715 358 649,056.11 768 990,000 977,578 0029327889 358 305,544.38 712 415,000 -- 0029327996 358 334,560.24 685 435,000 -- 0029328044 358 289,599.54 754 365,000 362,500 0029329620 358 592,890.29 01 624 723,000 702,171 0029329729 357 517,027.33 682 648,000 648,000 0029330610 358 383,009.22 703 480,000 479,395 0029332681 357 399,248.91 732 530,000 530,000 0029333127 359 399,744.93 765 750,000 -- 0029333234 358 432,774.92 641 547,000 541,590 0029333366 358 374,520.10 731 525,000 525,000 0029333374 357 425,179.43 764 727,000 -- 0029333549 358 348,714.44 681 445,000 444,605 0029333622 358 499,360.14 735 650,000 650,000 0029333739 358 479,401.22 732 600,000 600,000 0029333911 357 409,230.13 654 525,000 -- 0029334224 357 519,023.58 779 650,000 -- 0029335320 358 318,770.21 765 400,000 399,000 0029335858 358 349,563.39 756 630,000 630,000 0029337961 352 412,938.08 699 685,000 675,000 0029338019 352 398,205.43 679 500,000 -- 0029338068 358 360,061.67 770 515,000 -- 0029338100 358 415,494.17 659 520,000 -- 0029338316 354 331,769.25 06 787 370,000 369,900 0029340460 358 299,635.22 675 415,000 400,000 0029340700 358 365,054.97 758 525,000 -- 0029340718 358 648,957.32 768 895,000 -- 0029340957 358 299,553.32 694 445,000 -- 0029341633 358 351,513.92 766 440,000 440,000 0029341666 358 341,610.16 760 428,000 427,870 0029341799 358 559,126.83 632 705,000 699,900 0029341930 357 367,285.59 692 460,000 459,928 0029342003 358 319,431.64 775 404,000 399,900 0029343035 358 575,163.56 789 725,000 720,000 0029343076 359 599,554.71 761 760,000 750,000 0029343191 358 299,564.35 752 376,000 375,531 0029343779 358 497,294.75 689 1,025,000 -- 0029343829 357 297,801.75 712 400,000 -- 0029343985 358 305,716.44 763 385,000 382,724 0029344041 358 289,279.31 11 757 310,000 304,950 0029344074 358 380,423.92 793 477,000 476,243 0029344090 358 364,009.21 11 761 415,000 405,000 0029344165 358 317,471.96 718 400,000 397,404 0029344199 358 407,436.58 753 510,000 510,000 0029344355 358 387,677.30 761 495,000 485,256 0029344389 358 399,461.43 712 575,000 575,000 0029344413 358 291,137.13 709 374,000 367,737 0029344439 358 281,610.58 782 355,000 352,508 0029344454 358 334,820.95 775 420,000 419,104 0029344496 357 277,001.61 649 347,000 346,990 0029344512 358 299,106.84 12 642 341,000 332,799 0029344538 358 308,972.74 657 388,000 386,804 0029344553 358 279,573.05 779 350,000 349,950 0029344603 358 308,451.72 761 390,000 389,000 0029344611 358 443,386.87 716 555,000 555,000 0029344660 358 303,600.92 13 750 345,000 320,000 0029344710 358 127,684.18 11 795 320,000 320,000 0029345956 359 786,908.08 742 1,125,000 1,125,000 0029346053 358 303,330.55 01 717 337,500 337,500 0029346061 359 300,198.44 737 380,000 -- 0029346079 359 531,535.02 749 665,000 664,950 0029346129 358 449,329.97 647 825,000 -- 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6270192716 360 385,200.00 669 485,000 484,757 6273494549 359 423,030.07 782 2,350,000 -- 6275955794 360 700,000.00 725 4,100,000 -- 6277458912 360 375,000.00 723 2,300,000 -- 6277475486 359 313,384.18 781 392,000 392,000 6283992979 359 479,561.28 710 600,000 599,900 6284784326 359 359,370.69 13 745 400,000 400,000 6285550288 360 306,000.00 793 430,000 -- 6287450800 360 349,000.00 718 450,000 449,000 6290200218 360 488,000.00 715 610,000 610,000 6296322685 359 304,784.73 720 390,000 390,000 6296841775 359 423,693.12 741 530,000 565,000 6301349038 360 375,000.00 700 590,000 -- 6302360273 359 290,911.00 724 405,000 -- 6315658804 359 391,723.33 708 490,000 490,000 6316316717 360 920,000.00 720 1,150,000 -- 6322036978 359 508,489.98 725 636,200 636,231 6323358645 359 419,703.56 781 600,000 -- 6324290011 359 377,733.21 715 1,000,000 -- 6325424957 360 324,000.00 718 416,000 405,000 6326217327 360 295,750.00 774 423,000 422,603 6326749048 360 300,000.00 773 400,000 -- 6332772943 359 351,751.55 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6397952364 360 480,000.00 779 705,000 -- 6399291837 359 343,677.26 771 430,000 429,900 6404898022 360 592,000.00 695 745,000 745,000 6405675528 357 297,739.94 635 600,000 600,000 6406509593 299 324,614.41 671 900,000 -- 6407975660 360 504,000.00 775 630,000 630,000 6410215500 360 360,000.00 768 650,000 -- 6415952388 359 411,694.23 783 520,000 515,000 6417381503 360 357,600.00 784 449,000 447,000 6418610959 240 337,500.00 682 450,000 -- 6419816985 360 351,000.00 759 485,000 -- 6420471671 360 329,000.00 790 479,000 479,000 6421334621 360 340,000.00 762 600,000 -- 6422761509 359 491,652.75 764 615,000 615,000 6425310841 359 347,754.38 680 435,000 435,000 6425675599 359 389,710.56 747 635,000 630,000 6433474373 359 433,701.32 660 580,000 -- 6435755530 360 306,000.00 694 780,000 -- 6438697424 359 649,552.67 729 1,075,000 -- 6441888721 359 492,443.32 642 616,000 616,000 6444185075 359 387,758.83 683 485,000 485,000 6444998394 360 303,000.00 679 485,000 -- 6445248104 360 336,000.00 694 430,000 420,000 6445481630 359 629,544.02 752 910,000 840,000 6450794398 359 311,261.54 636 403,000 -- 6451301896 359 367,733.64 681 460,000 460,000 6453239870 360 464,000.00 693 580,000 580,000 6458194948 360 300,000.00 759 428,000 421,000 6458310064 359 531,624.51 728 665,000 -- 6462201200 359 434,692.98 716 580,000 -- 6465240338 359 439,697.19 689 550,000 550,000 6477291188 360 395,980.00 760 495,000 494,975 6477956251 359 333,514.44 752 445,000 445,000 6481014527 360 372,800.00 779 466,000 466,000 6481397872 359 599,576.52 635 750,000 -- 6489467545 360 368,000.00 674 480,000 -- 6499176680 360 325,000.00 748 427,000 420,000 6508845317 359 322,860.21 714 404,000 403,900 6510593186 360 454,933.00 626 650,000 -- 6512449791 359 288,556.25 652 385,000 -- 6512566867 359 474,673.11 720 695,000 -- 6515362397 360 498,000.00 714 625,000 -- 6519815051 359 293,792.49 12 736 315,000 310,000 6520073518 360 500,000.00 743 855,000 855,000 6521608031 360 332,000.00 699 415,000 415,000 6522547642 359 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6584688664 360 371,800.00 641 495,000 -- 6584821745 360 547,500.00 761 730,000 730,000 6586322684 360 393,750.00 794 550,000 525,000 6586503523 359 445,669.00 799 875,000 769,900 6587656932 359 419,672.35 777 525,000 525,000 6589456752 360 418,000.00 759 640,000 -- 6592785148 360 520,000.00 757 655,000 650,000 6598966395 359 584,087.47 780 835,000 835,000 6613928669 359 414,728.53 696 550,000 -- 6614599303 360 351,200.00 725 440,000 439,000 6617966137 360 360,000.00 675 480,000 -- 6621620514 360 432,000.00 701 540,000 -- 6627875567 360 308,000.00 673 405,000 -- 6632109358 360 400,000.00 762 500,000 500,000 6633564049 359 599,587.08 746 800,000 -- 6636086958 359 379,717.98 678 520,000 -- 6637758662 359 516,625.80 743 648,000 647,052 6639898276 359 503,262.09 623 645,000 629,500 6639903845 360 399,000.00 777 535,000 -- 6640687239 359 999,329.02 710 1,500,000 1,450,000 6642391558 359 359,752.25 723 450,000 450,000 6645863041 359 359,732.82 758 450,000 450,000 6646528932 360 296,000.00 767 370,000 370,000 6648120332 359 292,571.36 729 370,000 365,973 6648230115 359 559,594.68 771 700,000 700,000 6656619076 360 385,000.00 733 640,000 635,000 6658099319 359 318,541.49 731 425,000 -- 6658253577 360 600,000.00 706 1,700,000 1,600,000 6661670973 360 959,900.00 779 1,476,800 1,476,800 6663368311 359 581,589.23 702 743,000 -- 6663660659 360 308,700.00 683 386,000 385,875 6666379091 360 320,000.00 786 500,000 -- 6668219600 359 327,756.57 785 410,000 410,000 6671672332 360 316,000.00 702 400,000 395,000 6676741421 360 600,000.00 768 852,000 -- 6678046191 359 307,782.61 737 385,000 385,000 6685181619 355 318,482.33 000 400,000 400,000 6685801752 359 398,903.73 689 499,000 499,000 6686938157 359 299,793.54 701 450,000 -- 6688441358 359 335,762.85 733 420,000 420,000 6689868997 359 399,703.14 788 520,000 520,000 6690596561 360 328,000.00 735 410,000 -- 6694160042 359 444,708.90 671 595,000 -- 6697617154 359 299,798.70 801 725,000 724,920 6697942305 359 649,541.24 757 1,145,000 -- 6700630384 360 975,000.00 760 1,450,000 1,450,000 6704111290 359 384,760.70 799 550,000 555,000 6713529060 359 479,686.01 642 600,000 600,000 6714998942 359 999,293.21 788 2,475,000 2,454,669 6717274978 359 459,675.33 790 590,000 575,000 6720801239 360 320,000.00 765 410,000 400,000 6723641194 359 644,089.02 731 925,000 -- 6725791658 360 409,500.00 675 595,000 -- 6728825578 359 280,829.77 13 709 371,000 312,726 6733949942 359 418,112.05 727 530,000 523,000 6738358164 359 385,234.69 730 519,000 484,225 6741394800 359 429,696.50 774 620,000 -- 6741761669 360 352,500.00 683 470,000 -- 6742867580 359 381,750.12 756 675,000 -- 6745209988 359 427,705.45 688 600,000 -- 6745429438 360 400,000.00 710 540,000 -- 6745791845 360 320,000.00 779 420,000 -- 6750587641 359 999,294.20 688 2,500,000 -- 6750992692 359 359,745.91 757 450,000 450,000 6761090536 360 360,000.00 681 475,000 450,000 6764211915 359 649,541.24 644 1,029,000 -- 6765316358 360 432,000.00 716 540,000 -- 6767616359 359 424,700.03 765 765,000 765,000 6768128974 359 343,757.21 739 430,000 430,000 6776527480 360 362,000.00 784 470,000 -- 6781319311 360 435,000.00 796 590,000 -- 6782571670 359 449,682.39 647 570,000 569,880 6784219344 359 399,717.68 801 500,000 500,000 6785787273 359 316,970.41 757 397,000 396,500 6787794301 360 344,000.00 762 430,000 -- 6792239136 360 330,000.00 754 460,000 438,397 6796491998 359 307,288.38 709 410,000 -- 6797459127 359 441,480.23 690 553,000 552,273 6798938368 359 303,779.97 672 380,000 380,000 6799500811 360 375,000.00 744 500,000 -- 6799554396 359 286,954.83 770 360,000 359,000 6806251739 359 314,783.22 674 430,000 -- 6807054447 359 449,666.03 779 1,100,000 1,050,000 6810294089 359 321,783.94 775 403,000 402,500 6811078317 359 399,724.72 765 940,000 -- 6817604462 359 487,655.57 798 610,000 610,000 6818931914 359 909,373.74 685 1,300,000 1,300,000 6822899487 360 341,600.00 656 470,000 427,000 6824197211 360 424,000.00 802 530,000 530,000 6824549346 359 374,728.58 747 540,000 540,000 6838860747 360 361,000.00 737 460,000 -- 6839942692 359 619,062.76 695 775,000 -- 6841616060 359 400,210.12 690 500,700 500,680 6842776731 359 649,574.80 677 1,200,000 -- 6844538816 360 399,200.00 771 500,000 499,000 6845821518 359 400,702.39 000 601,000 601,000 6846982798 359 399,717.68 625 585,000 575,000 6859097260 360 432,000.00 749 540,000 -- 6859801844 359 311,774.18 768 390,000 -- 6861666052 360 378,750.00 682 505,000 -- 6862833479 359 649,541.24 672 978,707 978,706 6870672034 360 423,750.00 726 600,000 565,000 6870689376 359 340,805.30 741 435,000 426,300 6870980791 359 974,239.41 730 2,150,000 -- 6871480817 360 382,000.00 775 480,000 477,500 6876939213 360 650,000.00 766 2,800,000 -- 6879828397 359 599,565.73 683 750,000 -- 6879929906 360 536,000.00 718 670,000 670,000 6880774788 360 450,000.00 741 715,000 -- 6886621736 360 316,000.00 669 395,000 395,000 6887704457 360 381,500.00 656 545,000 -- 6888482020 359 427,705.45 793 700,000 -- 6895233432 360 400,000.00 751 500,000 500,000 6899317520 359 295,791.08 759 370,000 -- 6901623428 360 498,000.00 706 642,000 -- 6903041496 359 324,758.80 778 415,000 406,372 6903248976 359 373,722.43 636 469,000 467,500 6905089345 359 349,752.97 737 450,000 450,000 6907419862 359 399,724.72 787 560,000 560,000 6910307369 359 393,249.07 671 525,000 565,000 6913792609 359 489,671.22 647 950,000 950,000 6915634056 359 831,427.42 646 1,700,000 -- 6917883933 360 308,000.00 766 400,000 385,000 6918303394 359 379,731.80 705 650,000 -- 6920661185 360 340,000.00 710 425,000 425,000 6920766893 359 480,401.17 675 618,000 600,959 6924926873 360 400,000.00 678 500,000 500,000 6925171594 360 352,000.00 688 480,000 -- 6927640398 359 311,779.79 768 401,000 -- 6931400946 359 314,283.56 06 688 370,000 370,000 6932375519 360 320,000.00 730 400,000 400,000 6932446781 360 375,000.00 711 500,000 -- 6933411149 360 580,000.00 739 950,000 -- 6935655495 359 327,656.65 778 410,000 409,900 6937832712 359 301,281.78 12 708 335,000 335,000 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360 650,000.00 701 940,000 -- 6997193922 360 368,350.00 789 465,000 460,443 6998610098 360 448,000.00 777 640,000 --
EXHIBIT E REQUEST FOR RELEASE OF DOCUMENTS [date] To: The Bank of New York 101 Barclay Street - 12 E New York, New York 10286 Attn: Inventory Control Re: The Pooling and Servicing Agreement dated March 27, 2001, among Bank of America Mortgage Securities, Inc., as Depositor, Bank of America, N.A., as Servicer, and The Bank of New York, as Trustee In connection with the administration of the Mortgage Loans held by you, as Custodian, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated. Mortgage Loan Number: Mortgagor Name, Address & Zip Code: Reason for Requesting Documents (check one) ____ 1. Mortgage Paid in Full ____ 2. Foreclosure ____ 3. Substitution ____ 4. Other Liquidation ____ 5. Nonliquidation Reason: ___________________ By:______________________________________ (authorized signer of Bank of America Mortgage Securities, Inc.) Issuer:___________________________________ Address:__________________________________ Date:_____________________________________ Custodian The Bank of New York Please acknowledge the execution of the above request by your signature and date below: __________________________________ _______________ Signature Date Documents returned to Custodian: ___________________________________ ________________ Custodian Date EXHIBIT F FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT [Date] [_______________] hereby certifies that it has established a [__________] Account pursuant to Section [________] of the Pooling and Servicing Agreement, dated March 27, 2001, among Bank of America Mortgage Securities, Inc., as Depositor, Bank of America, N.A., as Servicer, and The Bank of New York, as Trustee. [_______________], By: _____________________________________ Name: ___________________________________ Title: __________________________________ EXHIBIT G-1 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF PRIVATE CERTIFICATES [Date] The Bank of New York 101 Barclay Street - 12 E New York, New York 10286 Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 2001-3, Class ___, having an initial aggregate Certificate Balance as of March 27, 2001 of $___________ Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by [______________] (the "Transferor") to [______________] (the "Transferee") of the captioned Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated March 27, 2001, among Bank of America Mortgage Securities, Inc., as Depositor, Bank of America, N.A., as Servicer, and The Bank of New York, as Trustee. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Trustee, that: 1. The Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Transferred Certificate, any interest in a Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of any Transferred Certificate, any interest in a Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Transferred Certificates under the Securities Act of 1933, as amended (the "1933 Act"), would render the disposition of the Transferred Certificates a violation of Section 5 of the 1933 Act or any state securities laws, or would require registration or qualification of the Transferred Certificates pursuant to the 1933 Act or any state securities laws. Very truly yours, ____________________________________________ (Transferor) By:_________________________________________ Name:_______________________________________ Title:______________________________________ EXHIBIT G-2A FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF PRIVATE CERTIFICATES [Date] The Bank of New York 101 Barclay Street - 12 E New York, New York 10286 Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 2001-3, Class ___, having an initial aggregate Certificate Balance as of March 27, 2001 of $_________] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by [_______________] (the "Transferor") to [_________________________________] (the "Transferee") of the captioned Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated March 27, 2001, among Bank of America Mortgage Securities, Inc., as Depositor, Bank of America, N.A., as Servicer, and The Bank of New York, as Trustee. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Trustee, that: 1. The Transferee is a "qualified institutional buyer" (a "Qualified Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "1933 Act"), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it is being made in reliance on Rule 144A. The Transferee is acquiring the Transferred Certificates for its own account or for the account of another Qualified Institutional Buyer, and understands that such Transferred Certificates may be resold, pledged or transferred only (a) to a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of another Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (b) pursuant to another exemption from registration under the 1933 Act. 2. The Transferee has been furnished with all information regarding (a) the Depositor, (b) the Transferred Certificates and distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and Servicing Agreement and the Trust created pursuant thereto, (e) any credit enhancement mechanism associated with the Transferred Certificate, and (f) all related matters, that it has requested. 3. If the Transferee proposes that the Transferred Certificates be registered in the name of a nominee, such nominee has completed the Nominee Acknowledgment below. Very truly yours, ____________________________________________ (Transferor) By:_________________________________________ Name:_______________________________________ Title:______________________________________ Nominee Acknowledgment The undersigned hereby acknowledges and agrees that as to the Transferred Certificates being registered in its name, the sole beneficial owner thereof is and shall be the Transferee identified above, for whom the undersigned is acting as nominee. ____________________________________________ (Nominee) By:_________________________________________ Name:_______________________________________ Title:______________________________________ ANNEX 1 TO EXHIBIT G-2A QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned hereby certifies as follows to [__________________] (the "Transferor") and The Bank of New York, as Trustee, with respect to the mortgage pass-through certificates (the "Transferred Certificates") described in the Transferee certificate to which this certification relates and to which this certification is an Annex: 1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Certificates (the "Transferee"). 2. The Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended, because (i) the Transferee owned and/or invested on a discretionary basis $______________________(1) in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below. ___ Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986. ___ Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any state, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the state or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. bank, and not more than 18 months preceding such date of sale in the case of a foreign bank or equivalent institution. -------- (1) Transferee must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee is a dealer, and, in that case, Transferee must own and/or invest on a discretionary basis at least $10,000,000 in securities. ___ Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions, or is a foreign savings and loan association or equivalent institute and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale in the case of a foreign savings and loan association or equivalent institution. ___ Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. ___ Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state, U.S. territory or the District of Columbia. ___ State or Local Plan. The Transferee is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of the state or its political subdivisions, for the benefit of its employees. ___ ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974. ___ Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940. ___ Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2 rather than this Annex 1.) 3. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities referred to in this paragraph. 4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee's direction. However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended. 5. The Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Transferee may be in reliance on Rule 144A. ____ ____ Will the Transferee be purchasing the Yes No Transferred Certificates only for the Transferee's own account? 6. If the answer to the foregoing question is "no," then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a "qualified institutional buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A. 7. The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's purchase of the Transferred Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available. ____________________________________________ Print Name of Transferee By:_________________________________________ Name:_______________________________________ Title:______________________________________ Date:_______________________________________ ANNEX 2 TO EXHIBIT G-2A QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees That Are Registered Investment Companies] The undersigned hereby certifies as follows to [_________________] (the "Transferor") and The Bank of New York, as Trustee, with respect to the mortgage pass-through certificates (the "Transferred Certificates") described in the Transferee certificate to which this certification relates and to which this certification is an Annex: 1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Certificates (the "Transferee") or, if the Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended, because the Transferee is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the "Adviser"). 2. The Transferee is a "qualified institutional buyer" as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee's Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee's Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee's Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market. ____ The Transferee owned and/or invested on a discretionary basis $____________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). ____ The Transferee is part of a Family of Investment Companies which owned in the aggregate $__________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 3. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 4. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee's Family of Investment Companies, the securities referred to in this paragraph were excluded. 5. The Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A. ____ ____ Will the Transferee be purchasing the Yes No Transferred Certificates only for the Transferee's own account? 6. If the answer to the foregoing question is "no," then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a "qualified institutional buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A. 7. The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee's purchase of the Transferred Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. ____________________________________________ Print Name of Transferee or Adviser By:_________________________________________ Name:_______________________________________ Title:______________________________________ IF AN ADVISER: ____________________________________________ Print Name of Transferee By:_________________________________________ Date:_______________________________________ EXHIBIT G-2B FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF PRIVATE CERTIFICATES [Date] The Bank of New York 101 Barclay Street-12 E New York, New York 10286 Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 2001-3, Class ___, having an initial aggregate Certificate Principal Balance as of March 27, 2001 of $_________ Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by [_______________________] (the "Transferor") to [_________________________________] (the "Transferee") of the captioned Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated March 27, 2001, among Bank of America Mortgage Securities, Inc., as Depositor, Bank of America, N.A., as Servicer, and The Bank of New York, as Trustee. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Trustee, that: 1. Transferee is acquiring the Transferred Certificates for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the "1933 Act"), or any applicable state securities laws. 2. Transferee understands that (a) the Transferred Certificates have not been and will not be registered under the 1933 Act or registered or qualified under any applicable state securities laws, (b) neither the Depositor nor the Trustee is obligated so to register or qualify the Transferred Certificates and (c) neither the Transferred Certificates nor any security issued in exchange therefor or in lieu thereof may be resold or transferred unless such resale or transfer is exempt from the registration requirements of the 1933 Act and any applicable state securities laws or is made in accordance with the 1933 Act and laws, in which case (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder's prospective transferee substantially in the form attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall not be an expense of the Trustee or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Seller, their affiliates or both. 3. The Transferee understands that it may not sell or otherwise transfer the Transferred Certificates, any security issued in exchange therefor or in lieu thereof or any interest in the foregoing except in compliance with the provisions of Section 6.02 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed, and that the Transferred Certificates will bear legends substantially to the following effect: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO BENEFIT PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH BENEFIT PLAN AND ALL OTHER BENEFIT PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. 4. Neither the Transferee nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Transferred Certificate, any interest in a Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of any Transferred Certificate, any interest in a Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general advertising or in any other manner, or (e) taken any other action, that (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Transferred Certificates under the 1933 Act, would render the disposition of the Transferred Certificates a violation of Section 5 of the 1933 Act or any state securities law or would require registration or qualification of the Transferred Certificates pursuant thereto. The Transferee will not act, nor has it authorized nor will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to the Transferred Certificates, any interest in the Transferred Certificates or any other similar security. 5. The Transferee has been furnished with all information regarding (a) the Depositor, (b) the Transferred Certificates and distributions thereon, (c) nature, performance and servicing of the Mortgage Loans., (d) the Pooling and Servicing Agreement and the Trust created pursuant thereto, (e) any credit enhancement mechanism associated with the Transferred Certificates, and (f) all related matters, that it has requested. 6. The Transferee is an "accredited investor" within the meaning of paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity in which all the equity owners come within such paragraphs and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Transferred Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic risks of such an investment and can afford a complete loss of such investment. 7. If the Transferee proposes that the Transferred Certificates be registered in the name of a nominee, such nominee has completed the Nominee Acknowledgment below. Very truly yours, ____________________________________________ (Transferee) By:_________________________________________ Name:_______________________________________ Title:______________________________________ Date:_______________________________________ Nominee Acknowledgment The undersigned hereby acknowledges and agrees that as to the Transferred Certificates being registered in its name, the sole beneficial owner thereof is and shall be the Transferee identified above, for whom the undersigned is acting as nominee. ____________________________________________ (Nominee) By:_________________________________________ Name:_______________________________________ Title:______________________________________ EXHIBIT H FORM OF TRANSFEREE REPRESENTATION LETTER FOR BENEFIT PLAN-RESTRICTED CERTIFICATES The Bank of New York 101 Barclay Street - 12 E New York, New York 10286 Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 2001-3, Class ___, having an initial aggregate Certificate Principal Balance as of March 27, 2001 of $_________ Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by [_______________________] (the "Transferor") to [_______________________] (the "Transferee") of the captioned Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated March 27, 2001, among Bank of America Mortgage Securities, Inc., as Depositor, Bank of America, N.A., as Servicer, and The Bank of New York, as Trustee. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as Trustee, either that: (a) it is not, and is not acting on behalf of, an employee benefit plan or arrangement, including an individual retirement account, subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal Revenue Code of 1986, as amended (the "Code"), or any federal, state or local law ("Similar Law") which is similar to ERISA or the Code (collectively, a "Plan"), and it is not using the assets of any such Plan to effect the purchase of the Transferred Certificates; or (b) it is an insurance company and the source of funds used to purchase the Transferred Certificates is an "insurance company general account" (as defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), there is no Plan with respect to which the amount of such general account's reserves and liabilities for the contract(s) held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10% of the total of all reserves and liabilities of such general account (as such amounts are determined under Section I(a) of PTE 95-60) at the date of acquisition and all Plans that have an interest in such general account are Plans to which PTE 95-60 applies. Capitalized terms used in and not otherwise defined herein shall have the meaning assigned to them in the Pooling and Servicing Agreement. Very truly yours, ____________________________________________ (Transferee) By:_________________________________________ Name:_______________________________________ Title:______________________________________ Date:_______________________________________ EXHIBIT I FORM OF AFFIDAVIT REGARDING TRANSFER OF RESIDUAL CERTIFICATE PURSUANT TO SECTION 6.02 Bank of America Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series 2001-3 STATE OF ) ) ss: COUNTY OF ) The undersigned, being first duly sworn, deposes and says as follows: 1. The undersigned is an officer of _______________________________, the proposed transferee (the "Transferee") of the Class A-R Certificate (the "Certificate") issued pursuant to the Pooling and Servicing Agreement, dated March 27, 2001, (the "Agreement"), relating to the above-referenced Series, by and among Bank of America Mortgage Securities, Inc., as depositor (the "Depositor"), Bank of America, N.A., as servicer, and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. The Transferee has authorized the undersigned to make this affidavit on behalf of the Transferee. 2. The Transferee is, as of the date hereof, and will be, as of the date of the transfer, a Permitted Transferee. The Transferee is acquiring the Certificate either (i) for its own account or (ii) as nominee, trustee or agent for another Person who is a Permitted Transferee and has attached hereto an affidavit from such Person in substantially the same form as this affidavit. The Transferee has no knowledge that any such affidavit is false. 3. The Transferee has been advised of, and understands that (i) a tax will be imposed on Transfers of the Certificate to Persons that are not Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if such transfer is through an agent (which includes a broker, nominee or middleman) for a Person that is not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable for the tax shall be relieved of liability for the tax if the subsequent Transferee furnished to such Person an affidavit that such subsequent Transferee is a Permitted Transferee and, at the time of transfer, such Person does not have actual knowledge that the affidavit is false. 4. The Transferee has been advised of, and understands that a tax will be imposed on a "pass-through entity" holding the Certificate if at any time during the taxable year of the pass-through entity a Person that is not a Permitted Transferee is the record Holder of an interest in such entity. The Transferee understands that, other than in the case of an "electing large partnership" under Section 775 of the Code, such tax will not be imposed for any period with respect to which the record Holder furnishes to the pass-through entity an affidavit that such record Holder is a Permitted Transferee and the pass-through entity does not have actual knowledge that such affidavit is false. (For this purpose, a "pass-through entity" includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives and, except as may be provided in Treasury Regulations, persons holding interests in pass-through entities as a nominee for another Person.) 5. The Transferee has reviewed the provisions of Section 6.02 of the Agreement and understands the legal consequences of the acquisition of the Certificate including, without limitation, the restrictions on subsequent Transfers and the provisions regarding voiding the transfer and mandatory sales. The Transferee expressly agrees to be bound by and to abide by the provisions of Section 6.02 of the Agreement and the restrictions noted on the face of the Certificate. The Transferee understands and agrees that any breach of any of the representations included herein shall render the transfer to the Transferee contemplated hereby null and void. 6. The Transferee agrees to require a transfer affidavit in the form of this Affidavit from any Person to whom the Transferee attempts to transfer the Certificate, and in connection with any transfer by a Person for whom the Transferee is acting as nominee, trustee or agent, and the Transferee will not transfer the Certificate or cause the Certificate to be transferred to any Person that the Transferee knows is not a Permitted Transferee. 7. The Transferee historically has paid its debts as they have become due. 8. The Transferee does not have the intention to impede the assessment or collection of any tax legally required to be paid with respect to the Certificate. 9. The Transferee's taxpayer identification number is __________________. 10. The Transferee is a U.S. Person as defined in Code Section 7701(a)(30). 11. The Transferee is aware that the Certificate may be a "noneconomic residual interest" within the meaning of proposed Treasury Regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax. The Transferee understands that it may incur tax liabilities with respect to the Certificate in excess of cash flows generated thereby, and agrees to pay taxes associated with holding the Certificate as such taxes become due. 12. The Transferee is not an employee benefit plan or arrangement, including an individual retirement account, subject to ERISA, the Code or any federal, state or local law which is similar to ERISA or the Code, and the Transferee is not acting on behalf of such a plan or arrangement. * * * IN WITNESS WHEREOF, the Transferee has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its duly authorized officer this _____ day of ________________, ____. __________________________________________ Print Name of Transferee By:_______________________________________ Name: Title: Personally appeared before me the above-named ______________________________, known or proved to me to be the same person who executed the foregoing instrument and to be the _______________________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this _____ day of ________________, ____ ____________________________________________ NOTARY PUBLIC My Commission expires the ____ day of ______________, ____ EXHIBIT J CONTENTS OF THE SERVICER MORTGAGE FILE 1. Copies of Mortgage Loans Documents. 2. Residential loan application. 3. Mortgage Loan closing statement. 4. Verification of employment and income, if required. 5. Verification of acceptable evidence of source and amount of downpayment. 6. Credit report on Mortgagor, in a form acceptable to either FNMA or FHLMC. 7. Residential appraisal report. 8. Photograph of the Mortgaged Property. 9. Survey of the Mortgaged Property, unless a survey is not required by the title insurer. 10. Copy of each instrument necessary to complete identification of any exception set forth in the exception schedule in the title policy, i.e., map or plat, restrictions, easements, home owner association declarations, etc. 11. Copies of all required disclosure statements. 12. If applicable, termite report, structural engineer's report, water potability and septic certification. 13. Sales Contract, if applicable. 14. The Primary Insurance Policy or certificate of insurance or an electronic notation of the existence of such policy, where required pursuant to the Agreement. 15. Evidence of electronic notation of the hazard insurance policy, and if required by law, evidence of the flood insurance policy. EXHIBIT K FORM OF SPECIAL SERVICING AGREEMENT This Special Servicing Agreement (the "Agreement") is made and entered into as of ___________________, between Bank of America, N.A. (the "Servicer") and ___________________ (the "Loss Mitigation Advisor "). PRELIMINARY STATEMENT _________________ (the "Purchaser") is the holder of the entire interest in Bank of America Mortgage Securities, Inc.; Mortgage Pass-Through Certificates, Series ______, Class ____ (the "Class B Certificates"). The Class B Certificates were issued pursuant to a Pooling and Servicing Agreement dated ___________________among Bank of America Mortgage Securities, Inc., as depositor (the "Depositor"), the Servicer, and The Bank of New York, as Trustee. The Purchaser has requested the Servicer to engage the Loss Mitigation Advisor, at the Purchaser's expense, to assist the Servicer with respect to default management and reporting situations for the benefit of the Purchaser. In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Servicer hereby engages the Loss Mitigation Advisor to provide advice in connection with default management and reporting situations with respect to defaulted loans, including providing to the Servicer recommendations with respect to foreclosures, the acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure and deficiency notes, as well as with respect to the sale of REO properties. The Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that its fees will be paid by the Purchaser and not the Servicer, and that it will not look to the Servicer for financial remuneration. It is the intent of the parties to this Agreement that the services of the Loss Mitigation Advisor are provided without fee to the Servicer for the benefit of the Purchaser for the life of the Class B Certificates. ARTICLE I DEFINITIONS Section 1.01. Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of New York are required or authorized by law or executive order to be closed. Commencement of Foreclosure: The first official action required under local law in order to commence foreclosure proceedings or to schedule a trustee's sale under a deed of trust, including (i) in the case of a mortgage, any filing or service of process necessary to commence an action to foreclose, or (ii) in the case of a deed of trust, the posting, publishing, filing or delivery of a notice of sale. Delay of Foreclosure: The postponement for more than three Business Days of the scheduled sale of Mortgaged Property to obtain satisfaction of a Mortgage Loan. Loss Mitigation Advisor: ______________. Purchaser: _______________________, or the holder of record of the Class B Certificates. Short Payoff: Liquidation of a Mortgage Loan at less than the full amount of the outstanding balance of the Mortgage Loan plus advances and costs through a negotiated settlement with the borrower, which may include a deed-in-lieu of foreclosure or sale of the property or of the promissory note secured by the collateral property to a third party, in either case with or without a contribution toward any resulting deficiency by the borrower. Section 1.02. Definitions Incorporated by Reference. All capitalized terms not otherwise defined in this Agreement shall have the meanings assigned in the Pooling and Servicing Agreements. ARTICLE II SPECIAL SERVICING PROCEDURES Section 2.01. Reports and Notices. (a) In connection with the performance of its duties under the Pooling and Servicing Agreement relating to the realization upon defaulted Mortgage Loans, the Servicer shall use reasonable efforts to provide to the Loss Mitigation Advisor with the following notices and reports. All such notices and reports may be sent to the Loss Mitigation Advisor by telecopier, electronic mail, express mail or regular mail. (i) The Servicer shall within five Business Days after each Distribution Date either: (A) provide to the Loss Mitigation Advisor a written or electronic report, using the same methodology and calculations as in its standard servicing reports, indicating for the trust fund formed by the Pooling and Servicing Agreement, the number of Mortgage Loans that are (1) sixty days delinquent, (2) ninety days or more delinquent, (3) in foreclosure or (4) real estate owned (REO), and indicating for each such Mortgage Loan the loan number, whether the loan is in bankruptcy or paying under the terms of a repayment plan, the reason for default, and outstanding principal balance; or (B) provide the information detailed in (A) to a data service provider of the Loss Mitigation Advisor's choice in an electronic format acceptable to that data service provider. Provision of the information to a service provider other than that specified by the Loss Mitigation Advisor is acceptable. (ii) Prior to a Delay of Foreclosure in connection with any Mortgage Loan, the Servicer shall provide the Loss Mitigation Advisor with a notice of such proposed and imminent delay, stating the loan number, the aggregate amount owing under the Mortgage Loan, and the reason and justification for delaying foreclosure action. All notices and supporting documentation pursuant to this subsection may be provided via telecopier, express mail or electronic mail. (iii) Prior to accepting any Short Payoff in connection with any Mortgage Loan, the Servicer shall provide the Loss Mitigation Advisor with a notice of such proposed and imminent Short Payoff, stating the loan number, the aggregate amount owing under the Mortgage Loan, and the justification for accepting the proposed Short Payoff. Such notice may be sent by telecopier, express mail, electronic mail or regular mail. (iv) Within five (5) business days of each Distribution Date, the Servicer shall provide the Loss Mitigation Advisor with a report listing each loan that has resulted in a realized loss that has been reported to the trustee. Such report shall specify the loan number, the outstanding principal balance of the loan upon its liquidation, the realized loss, and the following components of realized loss: foreclosure costs, advances, mortgage insurance proceeds, marketing and property rehabilitation costs, and other costs. Such report may be provided by telecopier, express mail, regular mail or electronic mail. The Loss Mitigation Advisor shall have at least ten (10) business days in which to respond with reasonable questions or requests for additional information regarding the amounts reported as realized losses, and the Servicer shall within five (5) business days of receipt of the Loss Mitigation Advisor's questions or additional information requests provide responses to such questions and requests. (v) Within five (5) business days of receipt by the Servicer of an offer to acquire an REO property at an amount that is more than 15% below the most recent market valuation of that property obtained by the Servicer (or if no such valuation has been obtained, the appraisal used in connection with the originating of the related Mortgage Loan), the Servicer shall notify the Loss Mitigation Advisor of such offer and shall provide a justification for accepting such offer, if that is the Servicer's recommendation. (vi) Within five (5) business days of receipt by the Servicer that a claim filed for mortgage insurance, or any part thereof, has been rejected by the mortgage insurance provider, the Servicer shall provide a copy of the rejected claim with explanations for the item or items rejected to the Loss Mitigation Advisor. (vii) Within five (5) business days of providing the trustee with any notice regarding a mortgage loan substitution, loan modification, or loan repurchase, the Servicer shall provide the Loss Mitigation Advisor with a copy of the notice. (b) If requested by the Loss Mitigation Advisor, the Servicer shall make its servicing personnel available during its normal business hours to respond to reasonable inquiries, in writing by facsimile transmission, express mail or electronic mail, by the Loss Mitigation Advisor in connection with any Mortgage Loan identified in a report under subsection 2.01 (a)(i), (a)(ii), (a)(iii) or (a)(iv) which has been given to the Loss Mitigation Advisor; provided that the Servicer shall only be required to provide information that is readily accessible to their servicing personnel. (c) In addition to the foregoing, the Servicer shall provide to the Loss Mitigation Advisor such information as the Loss Mitigation Advisor may reasonably request concerning each Mortgage Loan that is at least sixty days delinquent and each Mortgage Loan which has become real estate owned, provided that the Servicer shall only be required to provide information that is readily accessible to its servicing personnel. (d) With respect to all Mortgage Loans which are serviced at any time by the Servicer through a subservicer, the Servicer shall be entitled to rely for all purposes hereunder, including for purposes of fulfilling its reporting obligations under this Section 2.01, on the accuracy and completeness of any information provided to it by the applicable subservicer. Section 2.02. Loss Mitigation Advisor's Recommendations With Respect to Defaulted Loans. (a) All parties to this Agreement acknowledge that the Loss Mitigation Advisor's advice is made in the form of recommendations, and that the Loss Mitigation Advisor does not have the right to direct the Servicer in performing its duties under the Pooling and Servicing Agreement. The Servicer may, after review and analysis of the Loss Mitigation Advisor's recommendation, accept or reject it, in the Servicer's sole discretion, subject to the standards of the Servicer to protect the interest of the Certificateholders set forth in the Pooling and Servicing Agreement. (b) Within two (2) business days of receipt of a notice of a foreclosure delay, the Loss Mitigation Advisor shall provide the Servicer with a recommendation regarding the delay, provided, however, that if additional information is required on which to base a recommendation, the Loss Mitigation Advisor shall notify the Servicer of the additional information needed within the allotted time, and the Servicer shall promptly provide such information and the Loss Mitigation Advisor shall then submit to the Servicer its recommendation. The Loss Mitigation Advisor may recommend that additional procedures be undertaken to further analyze the property, the borrower, or issues related to the default or foreclosure. Such additional procedures may include asset searches, property valuations, legal analysis or other procedures that are warranted by the circumstances of the property, borrower or foreclosure. The Loss Mitigation Advisor may recommend such other actions as are warranted by the circumstances of the property, borrower or foreclosure. (c) Within two (2) business days of receipt of a notice of a proposed Short Payoff, the Loss Mitigation Advisor shall provide the Servicer with a recommendation regarding the proposed Short Payoff, provided, however, that if additional information is required on which to base a recommendation, the Loss Mitigation Advisor shall notify the Servicer of the additional information needed within two business days, and the Servicer shall promptly provide such information and the Loss Mitigation Advisor shall then submit to the Servicer its recommendation. The Loss Mitigation Advisor's recommendation may take the form of concurring with the proposed Short Payoff, recommending against such Short Payoff, with a justification provided, or proposing a counteroffer. (d) Within two (2) business days of receipt of a notice of an REO sale at an amount that is more than 15% below the recent market valuation of that property, the Loss Mitigation Advisor shall provide the Servicer with its recommendation. The Loss Mitigation Advisor's recommendation may take the form of concurring with the proposed below-market sale, recommending against such below-market sale, or proposing a counteroffer. Section 2.03. Termination. (a) With respect to all Mortgage Loans included in a trust fund, the Servicer's obligations under Section 2.01 and Section 2.02 shall terminate at such time as the Certificate Principal Balances of the related Class B Certificates have been reduced to zero. (b) The Loss Mitigation Advisor's responsibilities under this Agreement shall terminate upon the termination of the fee agreement between the Purchaser or its successor and the Loss Mitigation Advisor. The Loss Mitigation Advisor shall promptly notify the Servicer of the date of termination of such fee agreement, but in no event later than 5:00 P.M., EST, on the effective date thereof. (c) Neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and the Loss Mitigation Advisor and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Loss Mitigation Advisor, its directors, officers, employees or agents shall be under any liability for any actions taken by the Servicer based upon the recommendation pursuant to this Agreement, provided they are made in good faith. ARTICLE III MISCELLANEOUS PROVISIONS Section 3.01. Amendment. This Agreement may be amended from time to time by the Servicer and the Loss Mitigation Advisor by written agreement signed by the Servicer and the Loss Mitigation Advisor. Section 3.02. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Section 3.03. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 3.04. Notices. All demands, notices and direction hereunder shall be in writing or by telecopier and shall be deemed effective upon receipt to: (a) in the case of the Servicer, Bank of America, N.A. 201 North Tryon Street Charlotte, North Carolina 28255 Attn: Secondary Marketing with a copy to the General Counsel or such other address as may hereafter be furnished in writing by the Servicer, (b) in the case of the Loss Mitigation Advisor, _______________________ (c) in the case of the Purchaser: _______________________ Section 3.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever, including regulatory, held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Section 3.06. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders. (b) The Servicer shall notify the Loss Mitigation Advisor of the assignment of its duties to any successor servicer within thirty (30) days prior to such assignment, and shall provide the name, address, telephone number and telecopier number for the successor to the Loss Mitigation Advisor. Section 3.07. Article and Section Headings. The article and section headings herein are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Section 3.08. Confidentiality. The Servicer acknowledges the confidentiality of this Agreement and will not release or republish its contents without the consent of the Loss Mitigation Advisor except to the extent required by law, regulation or court order. The Loss Mitigation Advisor agrees that all information supplied by or on behalf of the Servicer under this Agreement, is the property of the Servicer. The Loss Mitigation Advisor shall keep in strictest confidence all information relating to this Agreement, including, without limitation, individual account information and other information supplied by or on behalf of the Servicer pursuant to Section 2.01, and that information which may be acquired in connection with or as a result of this Agreement. During the term of this Agreement and at any time thereafter, without the prior written consent of the Servicer, the Loss Mitigation Advisor shall not publish, communicate, divulge, disclose or use any of such information. Upon termination or expiration of this Agreement, the Loss Mitigation Advisor shall deliver all records, data, information, and other documents and all copies thereof supplied by or on behalf of the Servicer pursuant to Section 2.01 to the Servicer and such shall remain the property of the Servicer. Section 3.09. Independent Contractor. In all matters relating to this Agreement, the Loss Mitigation Advisor shall be acting as an independent contractor. Neither the Loss Mitigation Advisor nor any employees of the Loss Mitigation Advisor are employees or agents of the Servicer under the meaning or application of any Federal or State Unemployment or Insurance Laws or Workmen's Compensation Laws, or otherwise. The Loss Mitigation Advisor shall assume all liabilities or obligations imposed by any one or more of such laws with respect to the employees of the Loss Mitigation Advisor in the performance of this Agreement. The Loss Mitigation Advisor shall not have any authority to assume or create any obligation, express or implied, on behalf of the Servicer, and the Loss Mitigation Advisor shall not have the authority to represent itself as an agent, employee, or in any other capacity of the Servicer. IN WITNESS WHEREOF, the Servicer and the Loss Mitigation Advisor have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written. Bank of America, N.A. By:___________________________________ Name:_________________________________ Title:________________________________ Loss Mitigation Advisor ______________________________________ By:___________________________________ Name:_________________________________ Title:________________________________ PURCHASER'S ACKNOWLEDGEMENT AND AGREEMENT Purchaser executes this agreement for the purpose of acknowledging the limited obligations of the Servicer in respect of the Loss Mitigation Advisor's recommendation, as described in Section 2.02(a) hereof and confirming to the Servicer that (i) it shall be solely responsible for the payment of the fees of the Loss Mitigation Advisor pursuant to the terms of an agreement between Purchaser and Loss Mitigation Advisor dated _____________, 20__ and (ii) Purchaser upon transfer of its interest in any of the Class B Certificates or any part thereof will require its successor to consent to this Special Servicing Agreement and to pay any of the fees due to the Loss Mitigation Advisor pursuant to the agreement referenced in clause (i) above. Purchaser By:___________________________________ Name:_________________________________ Title:________________________________ EXHIBIT L LIST OF RECORDATION STATES 1. Florida 2. Maryland