EX-10.1 3 s25supp.txt SERIES SUPPLEMENT RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and BANK ONE, NATIONAL ASSOCIATION, Trustee SERIES SUPPLEMENT, DATED AS OF OCTOBER 1, 2001, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT Dated as of July 1, 2001 Mortgage Pass-Through Certificates Series 2001-S25
TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions............................................................3 ----------- Section 1.02 Use of Words and Phrases..............................................10 ------------------------ Section 1.03 Determination of LIBOR................................................19 ---------------------- ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the Standard Terms) ----------------------------------------------------------------------- .....................................................................12 Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms) ---------------------------------------------------------------- .....................................................................12 Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the ------------------------------------------------------------------------ Company...............................................................12 ------- Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the Standard ---------------------------------------------------------------------------- Terms) ------ .....................................................................14 Section 2.05 Execution and Authentication of Certificates..........................14 -------------------------------------------- ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms) -------------------------------------------------------------- .....................................................................17 Section 4.02 Distributions.........................................................17 ------------- Section 4.03 Statements to Certificateholders (See Section 4.03(a) through (d) of the ------------------------------------------------------------------------- Standard Terms) and Exhibit Three attached hereto.....................25 -------------------------------------------------- Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the ----------------------------------------------------------------------- Master Servicer. (See Section 4.04 of the Standard Terms) --------------------------------------------------------- .....................................................................25 Section 4.05 Allocation of Realized Losses.........................................25 ----------------------------- Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See -------------------------------------------------------------------- Section 4.06 of the Standard Terms) .....................................................................26 Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the ------------------------------------------------------------------------ Standard Terms) --------------- .....................................................................26 ARTICLE V THE CERTIFICATES ARTICLE VI THE COMPANY AND THE MASTER SERVICER ARTICLE VII DEFAULT ARTICLE VIII CONCERNING THE TRUSTEE ARTICLE IX TERMINATION ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms) ---------------------------------------------------------------- .....................................................................32 Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See ----------------------------------------------------------------------- Section 10.02 of the Standard Terms) ------------------------------------- .....................................................................32 Section 10.03 Designation of REMIC(s)...............................................32 ------------------------ Section 10.04 Distributions on the Uncertificated REMIC Regular Interests...........32 ------------------------------------------------------------ Section 10.05 Compliance with Withholding Requirements..............................33 ----------------------------------------- ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment. (See Section 11.01 of the Standard Terms) ----------------------------------------------------- .....................................................................34 Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard ---------------------------------------------------------------------------- Terms) ------ .....................................................................34 Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the ---------------------------------------------------------------------- Standard Terms) .....................................................................34 Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms) ---------------------------------------------------------- .....................................................................34 Section 11.05 Notices...............................................................34 ------- Section 11.06 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of ------------------------------------------------------------------------- the Standard Terms) .....................................................................35 Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms) --------------------------------------------------------------------- .....................................................................35 Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the ------------------------------------------------------------------------ Standard Terms) .....................................................................35 Section 11.09 Allocation of Voting Rights...........................................35 ---------------------------
ARTICLE XII [RESERVED] EXHIBITS Exhibit One: Mortgage Loan Schedule Exhibit Two: Schedule of Discount Fractions Exhibit Three: Information to be Included in Monthly Distribution Date Statement Exhibit Four: Standard Terms of Pooling and Servicing Agreement dated as of July 1, 2001 This is a Series Supplement, dated as of October 1, 2001 (the "Series Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as of July 1, 2001 and attached as Exhibit Four hereto (the "Standard Terms" and, together with this Series Supplement, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company (together with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL ASSOCIATION, as Trustee (together with its permitted successors and assigns, the "Trustee"). PRELIMINARY STATEMENT The Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund. As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of Trust Fund, and subject to this Agreement (including the Mortgage Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (the "REMIC") for federal income tax purposes. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. -1- The following table sets forth the designation, type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and certain features for each Class of Certificates comprising the interests in the Trust Fund created hereunder.
Aggregate Initial Certificate Minimum Pass-Through Principal Maturity Denominations2 DESIGNATION Rate Balance Features1 Date Fitch/S&P Class A-1 6.25% $205,839,000.00 Senior October 25, 2016 AAA/AAA $25,000 Class A-2 Adjustable Rate$ 15,000,000.00 Senior/Floater October 25, 2016 AAA/AAA $25,000 Senior/Inverse Class A-3 Adjustable Rate $ 4,200,000.00 Floater October 25, 2016 AAA/AAA $25,000 Senior/Principal18 Class A-P 0.00% $ 234,342.18 Only October 25, 2016 AAA/AAA $25,000 Senior/Variable Class A-V Variable Rate $ 0.00 Strip October 25, 2016 AAA/AAA 20% Class R 6.25% $ 100.00 Senior/Residual October 25, 2016 AAA/AAA 20% Class M-1 6.25% $ 1,599,800.00 Mezzanine October 25, 2016 NA/ AA $25,000 Class M-2 6.25% $ 571,200.00 Mezzanine October 25, 2016 NA/A $250,000 Class M-3 6.25% $ 457,000.00 Mezzanine October 25, 2016 NA/BBB $250,000 Class B-1 6.25% $ 228,500.00 Subordinate October 25, 2016 NA/BB $250,000 Class B-2 6.25% $ 114,300.00 Subordinate October 25, 2016 NA/B $250,000 Class B-3 6.25% $ 228,479.79 Subordinate October 25, 2016 NA/NA $250,000
The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of $228,472,722. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: _________ 1 The Class A-1, Class A-2, Class A-3 and Class M Certificates shall be Book-Entry Certificates. The Class A-P, Class A-V, Class R and Class B Certificates shall be delivered to the holders thereof in physical form. 2 The Certificates, other than the Class A-V and Class R Certificates, shall be issuable in minimum dollar denominations as indicated above (by Certificate Principal Balance or Notional Amount, as applicable) and integral multiples of $1 (or $1,000 in the case of the Class A-P, Class B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that one Certificate of any of the Class A-P and Class B Certificates that contains an uneven multiple of $1,000 shall be issued in a denomination equal to the sum of the related minimum denomination set forth above and such uneven multiple for such Class or the sum of such denomination and an integral multiple of $1,000 and one Certificate of each Class of Class B Certificates shall be issued in an authorized denomination. The Class R Certificates and Class A-V Certificates shall be issuable in minimum denominations of not less than a 20% Percentage Interest; provided, however, that one Class R Certificate will be issuable to Residential Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a minimum denomination representing a Percentage Interest of not less than 0.01%. -2- ARTICLE I DEFINITIONS Section 1.01 Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Bankruptcy Amount: As of any date of determination prior to the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement. As of any date of determination on or after the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (1) the lesser of (a) the Bankruptcy Amount calculated as of the close of business on the Business Day immediately preceding the most recent anniversary of the Cut-off Date coinciding with or preceding such date of determination (or, if such date of determination is an anniversary of the Cut-off Date, the Business Day immediately preceding such date of determination) (for purposes of this definition, the "Relevant Anniversary") and (b) the greater of (A) the greater of (i) 0.0006 times the aggregate principal balance of all the Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary (other than Additional Collateral Loans, if any) having a Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000; and (B) the greater of (i) the product of (x) an amount equal to the largest difference in the related Monthly Payment for any Non-Primary Residence Loan remaining in the Mortgage Pool (other than Additional Collateral Loans, if any) which had an original Loan-to-Value Ratio of 80% or greater that would result if the Net Mortgage Rate thereof was equal to the weighted average (based on the principal balance of the Mortgage Loans as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage Loans as of the Relevant Anniversary less 1.25% per annum, (y) a number equal to the weighted average remaining term to maturity, in months, of all Non-Primary Residence Loans remaining in the Mortgage Pool as of the Relevant Anniversary, and (z) one plus the quotient of the number of all Non-Primary Residence Loans remaining in the Mortgage Pool divided by the total number of Outstanding Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary, and (ii) $50,000, over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the Relevant Anniversary. The Bankruptcy Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such -3- reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Certificate: Any Class A, Class M, Class B or Class R Certificate. Certificate Account: The separate account or accounts created and maintained pursuant to Section 4.01 of the Standard Terms, which shall be entitled "Bank One, National Association, as trustee, in trust for the registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 2001-S25" and which must be an Eligible Account. Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3, Class A-P or Class A-V Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A. Class R Certificate: Any one of the Class R Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D and evidencing an interest designated as a "residual interest" in the REMIC for purposes of the REMIC Provisions. Closing Date: October 30, 2001. Corporate Trust Office: The principal office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this instrument is located at 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois 60670-0126, Attention: Residential Funding Corporation Series 2001-S25. Cut-off Date: October 1, 2001. Determination Date: With respect to any Distribution Date, the second Business Day prior to such Distribution Date. Discount Net Mortgage Rate: 6.25% per annum. Due Period: With respect to each Distribution Date and any Mortgage Loan, the period commencing on the second day of the month prior to the month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs. Eligible Funds: On any Distribution Date, the portion, if any, of the Available Distribution Amount remaining after reduction by the sum of (i) the aggregate amount of Accrued Certificate Interest on the Senior Certificates, (ii) the Senior Principal Distribution Amount (determined without regard to Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the Class A-P Principal Distribution Amount (determined without regard to Section 4.02(b)(i)(E) of this Series Supplement) -4- and (iv) the aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and Class B-2 Certificates. Floater Certificates: Any one of the Class A-2 Certificates. Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the third anniversary of the Cut-off Date, an amount equal to 1.0% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement since the Cut-off Date up to such date of determination and (Y) from the third to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero. The Fraud Loss Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Indirect Depository Participant: An institution that is not a Depository Participant but clears through or maintains a custodial relationship with Participants and has access to the Depository's clearing system. Initial Monthly Payment Fund: $121,056, representing scheduled principal amortization and interest at the Net Mortgage Rate during the Due Period ending in October 2001, for those Mortgage Loans for which the Trustee will not be entitled to receive such payment in accordance with the definition of "Trust Fund". Initial Notional Amount: With respect to any Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date Principal Balance of the Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass on such date. Initial Subordinate Class Percentage: With respect to each Class of Subordinate Certificates, an amount which is equal to the initial aggregate Certificate Principal Balance of such Class of Subordinate Certificates divided by the aggregate Stated Principal Balance of all the Mortgage Loans as of the Cut-off Date as follows: -5- Class M-1: 0.70% Class B-1: 0.10% Class M-2: 0.25% Class B-2: 0.05% Class M-3: 0.20% Class B-3: 0.10% Interest Accrual Period: With respect to any Certificates (other than the Floater Certificates and Inverse Floater Certificates) and any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. With respect to the Floater Certificates and Inverse Floater Certificates, the one-month period commencing on the 25th day of the month preceding the month in which the Distribution Date occurs and ending on the 24th day of the month in which the Distribution Date occurs. Interest Only Certificates: Any one of the Class A-V Certificates. The Interest Only Certificates will have no Certificate Principal Balance. Inverse Floater Certificates: Any one of the Class A-3 Certificates. LIBOR Rate Adjustment Date: With respect to each Distribution Date and the Floater Certificates and Inverse Floater Certificates, the second LIBOR Business Day immediately preceding the commencement of the related Interest Accrual Period on which banks are open for dealing in foreign currency and exchange in London, England. Maturity Date: October 25, 2016, the Distribution Date immediately following the latest scheduled maturity date of any Mortgage Loan. Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as Exhibit One (as amended from time to time to reflect the addition of Qualified Substitute Mortgage Loans), which list or lists shall set forth the following information as to each Mortgage Loan: (a) the Mortgage Loan identifying number ("RFC LOAN #"); (b) the maturity of the Mortgage Note ("MATURITY DATE"); (c) the Mortgage Rate ("ORIG RATE"); (d) the Subservicer pass-through rate ("CURR NET"); (e) the Net Mortgage Rate ("NET MTG RT"); (f) the Pool Strip Rate ("STRIP"); (g) the initial scheduled monthly payment of principal, if any, and interest ("ORIGINAL P & I"); (h) the Cut-off Date Principal Balance ("PRINCIPAL BAL"); (i) the Loan-to-Value Ratio at origination ("LTV"); (j) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which the Servicing Fee accrues ("MSTR SERV FEE"); (k) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is secured by a second or vacation residence; and (l) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured by a non-owner occupied residence. Such schedule may consist of multiple reports that collectively set forth all of the information required. -6- Notional Amount: As of any Distribution Date, with respect to any Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). Pass-Through Rate: With respect to the Class A Certificates (other than the Floater, Inverse Floater, Class A-V and Principal Only Certificates), Class M Certificates, Class B Certificates and Class R Certificates and any Distribution Date, the per annum rates set forth in the Preliminary Statement hereto. With respect to the Class A-2 Certificates and the initial Interest Accrual Period, 3.1310% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to LIBOR plus 0.60%, subject to a maximum rate of 8.00% per annum and a minimum rate of 0.60% per annum. With respect to the Class A-3 Certificates and the initial Interest Accrual Period, 17.389284% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to the excess, if any, of 26.428571% over the product of 3.571429% and LIBOR, subject to a maximum rate of 26.428571% per annum and a minimum rate of 0.00% per annum. With respect to the Class A-V Certificates (other than any Subclass thereof) and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). With respect to the Class A-V Certificates and the initial Distribution Date the Pass-Through Rate is equal to 0.2994% per annum. With respect to any Subclass of Class A-V Certificates and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Subclass as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The Principal Only Certificates have no Pass-Through Rate and are not entitled to Accrued Certificate Interest. Prepayment Assumption: A prepayment assumption of 275% of the prepayment speed assumption, used for determining the accrual of original issue discount and market discount and premium on the Certificates for federal income tax purposes. The prepayment speed assumption assumes a constant rate of prepayment of mortgage loans of 0.2% per annum of the then outstanding principal balance of such mortgage loans in the first month of the life of the mortgage loans, increasing by an additional 0.2% per annum in each succeeding month until the thirtieth month, and a constant 6% per annum rate of prepayment thereafter for the life of the mortgage loans. Prepayment Distribution Percentage: With respect to any Distribution Date and each Class of Subordinate Certificates, under the applicable circumstances set forth below, the respective percentages set forth below: (i) For any Distribution Date prior to the Distribution Date in November 2006 (unless the Certificate Principal Balances of the Senior Certificates (other than the Class A-P Certificates) have been reduced to zero), 0%. -7- (ii) For any Distribution Date for which clause (i) above does not apply, and on which any Class of Subordinate Certificates are outstanding: (a) in the case of the Class of Subordinate Certificates then outstanding with the Highest Priority and each other Class of Subordinate Certificates for which the related Prepayment Distribution Trigger has been satisfied, a fraction, expressed as a percentage, the numerator of which is the Certificate Principal Balance of such Class immediately prior to such date and the denominator of which is the sum of the Certificate Principal Balances immediately prior to such date of (1) the Class of Subordinate Certificates then outstanding with the Highest Priority and (2) all other Classes of Subordinate Certificates for which the respective Prepayment Distribution Triggers have been satisfied; and (b) in the case of each other Class of Subordinate Certificates for which the Prepayment Distribution Triggers have not been satisfied, 0%; and (iii) Notwithstanding the foregoing, if the application of the foregoing percentages on any Distribution Date as provided in Section 4.02 of this Series Supplement (determined without regard to the proviso to the definition of "Subordinate Principal Distribution Amount") would result in a distribution in respect of principal of any Class or Classes of Subordinate Certificates in an amount greater than the remaining Certificate Principal Balance thereof (any such class, a "Maturing Class"), then: (a) the Prepayment Distribution Percentage of each Maturing Class shall be reduced to a level that, when applied as described above, would exactly reduce the Certificate Principal Balance of such Class to zero; (b) the Prepayment Distribution Percentage of each other Class of Subordinate Certificates (any such Class, a "Non-Maturing Class") shall be recalculated in accordance with the provisions in paragraph (ii) above, as if the Certificate Principal Balance of each Maturing Class had been reduced to zero (such percentage as recalculated, the "Recalculated Percentage"); (c) the total amount of the reductions in the Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to clause (a) of this sentence, expressed as an aggregate percentage, shall be allocated among the Non-Maturing Classes in proportion to their respective Recalculated Percentages (the portion of such aggregate reduction so allocated to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of such Distribution Date, the Prepayment Distribution Percentage of each Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution Percentage thereof, calculated in accordance with the provisions in paragraph (ii) above as if the Certificate Principal Balance of each Maturing Class had not been reduced to zero, plus (2) the related Adjustment Percentage. Principal Only Certificates: Any one of the Class A-P Certificates. Record Date: With respect to each Distribution Date and each Class of Certificates (other than the Floater and Inverse Floater Certificates), the close of business on the last Business Day of the month next preceding the month in which the related Distribution Date occurs. With respect to each Distribution Date and the Floater and Inverse Floater Certificates, the 24th day of the month in which such Distribution Date occurs. -8- Related Classes: As to any Uncertificated REMIC Regular Interest, those classes of Certificates identified as Related Classes of Certificates to such Uncertificated REMIC Regular Interest in the definition of Uncertificated REMIC Regular Interest. Senior Certificate: Any one of the Class A Certificates or Class R Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit D, respectively. Senior Percentage: As of any Distribution Date, the lesser of 100% and a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Senior Certificates (other than the Class A-P Certificates) immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Senior Principal Distribution Amount: As to any Distribution Date, the lesser of (a) the balance of the Available Distribution Amount remaining after the distribution of all amounts required to be distributed pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series Supplement, or, after the Credit Support Depletion Date, the amount required to be distributed to the Class A-P Certificateholders pursuant to Section 4.02(c) of this Series Supplement and (b) the sum of the amounts required to be distributed to the Senior Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii) of this Series Supplement. Special Hazard Amount: As of any Distribution Date, an amount equal to $2,650,262 minus the sum of (i) the aggregate amount of Special Hazard Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement and (ii) the Adjustment Amount (as defined below) as most recently calculated. For each anniversary of the Cut- off Date, the Adjustment Amount shall be equal to the amount, if any, by which the amount calculated in accordance with the preceding sentence (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greater of (A) the greatest of (i) twice the outstanding principal balance of the Mortgage Loan in the Trust Fund which has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary, (ii) the product of 1.00% multiplied by the outstanding principal balance of all Mortgage Loans on the Distribution Date immediately preceding such anniversary and (iii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the Mortgage Loans in any single five-digit California zip code area with the largest amount of Mortgage Loans by aggregate principal balance as of such anniversary and (B) the greater of (i) the product of 0.50% multiplied by the outstanding principal balance of all Mortgage Loans on the Distribution Date immediately preceding such anniversary multiplied by a fraction, the numerator of which is equal to the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans secured by Mortgaged Properties located in the State of California divided by the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans, expressed as a percentage, and the denominator of which is equal to 36.2% (which percentage is equal to the percentage of Mortgage Loans initially secured by Mortgaged Properties located in the State of California) and (ii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the largest Mortgage Loan secured by a -9- Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) located in the State of California. The Special Hazard Amount may be further reduced by the Master Servicer (including accelerating the manner in which coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Subordinate Principal Distribution Amount: With respect to any Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i) the product of (x) the related Subordinate Class Percentage for such Class and (y) the aggregate of the amounts calculated for such Distribution Date under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement (without giving effect to the Senior Percentage) to the extent not payable to the Senior Certificates; (ii) such Class's pro rata share, based on the Certificate Principal Balance of each Class of Subordinate Certificates then outstanding, of the principal collections described in Section 4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving effect to the Senior Accelerated Distribution Percentage) to the extent such collections are not otherwise distributed to the Senior Certificates; (iii) the product of (x) the related Prepayment Distribution Percentage and (y) the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments with respect to a Discount Mortgage Loan) to the extent not payable to the Senior Certificates; (iv) if such Class is the Class of Subordinate Certificates with the Highest Priority, any Excess Subordinate Principal Amount for such Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii) as determined for any previous Distribution Date, that remain undistributed to the extent that such amounts are not attributable to Realized Losses which have been allocated to a Class of Subordinate Certificates minus (b) with respect to the Class of Subordinate Certificates with the Lowest Priority, any Excess Subordinate Principal Amount for such Distribution Date; provided, however, that the Subordinate Principal Distribution Amount for any Class of Subordinate Certificates on any Distribution Date shall in no event exceed the outstanding Certificate Principal Balance of such Class of Certificates immediately prior to such date. Uncertificated Accrued Interest: With respect to each Distribution Date, as to each Uncertificated REMIC Regular Interest, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on each such uncertificated interest, if the Pass-Through Rate on such uncertificated interest were equal to the related Uncertificated Pass-Through Rate and the notional amount of such uncertificated interest were equal to the related Uncertificated Notional Amount, and any reduction in the amount of Accrued Certificate Interest resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts to the Class A-V Certificateholders pursuant to Section 4.05 hereof shall be allocated to the Uncertificated REMIC Regular Interests pro rata in accordance with the amount of interest accrued with respect to each related Uncertificated Notional Amount and such Distribution Date. -10- Uncertificated Notional Amount: With respect to each Uncertificated REMIC Regular Interest, the aggregate Stated Principal Balance of the related Mortgage Loan. Uncertificated Pass-Through Rate: With respect to each Uncertificated REMIC Regular Interest, the related Uncertificated REMIC Regular Interest Pool Strip Rate. Uncertificated REMIC Regular Interest Pool Strip Rate: With respect to each Uncertificated REMIC Regular Interest, the Pool Strip Rate for the related Mortgage Loan. Uncertificated REMIC Regular Interest Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC Regular Interest for such Distribution Date pursuant to Section 10.04(a). Uncertificated REMIC Regular Interests: The 511 uncertificated partial undivided beneficial ownership interests in the Trust Fund, each relating to a Mortgage Loan with a Net Mortgage Rate in excess of 6.25%, each having no principal balance and each bearing interest at the respective Uncertificated Pass-Through Rate on the respective Uncertificated Notional Amount. Underwriter: Greenwich Capital Markets, Inc. Section 1.02 Use of Words and Phrases. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to the Pooling and Servicing Agreement as a whole. All references herein to Articles, Sections or Subsections shall mean the corresponding Articles, Sections and Subsections in the Pooling and Servicing Agreement. The definitions set forth herein include both the singular and the plural. Section 1.03 Determination of LIBOR. LIBOR applicable to the calculation of the Pass-Through Rates on the Floater Certificates and Inverse Floater Certificates, if any, for any Interest Accrual Period (other than the initial Interest Accrual Period) will be determined on each LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date (other than for the initial Interest Accrual Period), LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the rate for one month United States dollar deposits that appears on the Telerate Screen Page 3750 as of 11:00 a.m., London time, on such LIBOR Rate Adjustment Date. "Telerate Screen Page 3750" means the display designated as page 3750 on the Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates of major banks). If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, LIBOR shall be so established by use of such other service for displaying LIBOR or comparable rates as may be selected by the Trustee after consultation with the Master Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference banks (which shall be any three major banks that are engaged in transactions in the -11- London interbank market, selected by the Trustee after consultation with the Master Servicer) as of 11:00 a.m., London time, on the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Floater Certificates and Inverse Floater Certificates then outstanding. The Trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations rounded up to the next multiple of 1/16%. If on such date fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, as of 11:00 a.m., New York City time, on such date for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to, with respect to each of the Floater Certificates and Inverse Floater Certificates, the Certificate Principal Balances of the Floater Certificates and Inverse Floater Certificates, respectively, then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date or in the case of the first LIBOR Rate Adjustment Date, 2.531% with respect to the Floater Certificates and Inverse Floater Certificates; provided however, if, under the priorities listed previously in this paragraph, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Trustee shall select an alternative comparable index over which the trustee has no control, used for determining one-month Eurodollar lending rates that is calculated and published or otherwise made available by an independent party. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Trustee's subsequent calculation of the Pass-Through Rates applicable to each of the Floater Certificates and Inverse Floater Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with the results of its determination of LIBOR on such date. Furthermore, the Trustee will supply to any Certificateholder so requesting by telephone the Pass-Through Rates on each of the Floater Certificates and Inverse Floater Certificates for the current and the immediately preceding Interest Accrual Period. -12- ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the Standard Terms) Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms) Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company. (a) For representations, warranties and covenants of the Master Servicer, see Section 2.03(a) of the Standard Terms. (b) The Company hereby represents and warrants to the Trustee for the benefit of Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the date so specified): (i) No Mortgage Loan is 30 or more days Delinquent in payment of principal and interest as of the Cut-off Date and no Mortgage Loan has been so Delinquent more than once in the 12-month period prior to the Cut-off Date; (ii) The information set forth in Exhibit One hereto with respect to each Mortgage Loan or the Mortgage Loans, as the case may be, is true and correct in all material respects at the date or dates respecting which such information is furnished; (iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage loans with level Monthly Payments due on the first day of each month and terms to maturity at origination or modification of not more than 15 years; (iv) To the best of the Company's knowledge, if a Mortgage Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy that insures that (a) at least 25% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least 12% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01%, and (c) at least 6% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of the Company's knowledge, each such Primary Insurance Policy is in full force and effect and the Trustee is entitled to the benefits thereunder; (v) The issuers of the Primary Insurance Policies are insurance companies whose claims-paying abilities are currently acceptable to each Rating Agency; -13- (vi) No more than 1.2% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area in California and no more than 0.8% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area outside California; (vii) The improvements upon the Mortgaged Properties are insured against loss by fire and other hazards as required by the Program Guide, including flood insurance if required under the National Flood Insurance Act of 1968, as amended. The Mortgage requires the Mortgagor to maintain such casualty insurance at the Mortgagor's expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's expense and to seek reimbursement therefor from the Mortgagor; (viii) Immediately prior to the assignment of the Mortgage Loans to the Trustee, the Company had good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or security interest (other than rights to servicing and related compensation) and such assignment validly transfers ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; (ix) 12.03% of the Mortgage Loans were underwritten under a reduced loan documentation program; (x) Each Mortgagor represented in its loan application with respect to the related Mortgage Loan that the Mortgaged Property would be owner-occupied and therefore would not be an investor property as of the date of origination of such Mortgage Loan. No Mortgagor is a corporation or a partnership; (xi) None of the Mortgage Loans are Buydown Mortgage Loans; (xii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1); (xiii) A policy of title insurance was effective as of the closing of each Mortgage Loan and is valid and binding and remains in full force and effect, unless the Mortgaged Properties are located in the State of Iowa and an attorney's certificate has been provided as described in the Program Guide; (xiv) None of the Mortgage Loans are Cooperative Loans; (xv) With respect to each Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which no new or updated appraisals of Mortgaged Properties are obtained in connection with the refinancing thereof), the related Seller has represented that either (a) the value of the related Mortgaged Property as of the date the Mortgage Loan was originated was not less than the appraised value of such -14- property at the time of origination of the refinanced Mortgage Loan or (b) the Loan- to-Value Ratio of the Mortgage Loan as of the date of origination of the Mortgage Loan generally meets the Company's underwriting guidelines; (xvi) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; and (xvii) None of the Mortgage Loans contain in the related Mortgage File a Destroyed Mortgage Note. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by any of the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties set forth in this Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided, however, that in the event of a breach of the representation and warranty set forth in Section 2.03(b)(xii), the party discovering such breach shall give such notice within five days of discovery. Within 90 days of its discovery or its receipt of notice of breach, the Company shall either (i) cure such breach in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that the Company shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be effected by the Company under the same terms and conditions as provided in Section 2.04 for substitutions by Residential Funding. It is understood and agreed that the obligation of the Company to cure such breach or to so purchase or substitute for any Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of the Certificateholders. Notwithstanding the foregoing, the Company shall not be required to cure breaches or purchase or substitute for Mortgage Loans as provided in this Section 2.03(b) if the substance of the breach of a representation set forth above also constitutes fraud in the origination of the Mortgage Loan. Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the Standard Terms) Section 2.05 Execution and Authentication of Certificates. The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to any exceptions noted, together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant to -15- the written request of the Company executed by an officer of the Company has executed and caused to be authenticated and delivered to or upon the order of the Company the Certificates in authorized denominations which evidence ownership of the entire Trust Fund. -16- ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS (SEE ARTICLE III OF THE STANDARD TERMS) -17- ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms) Section 4.02 Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be, or, if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below), in each case to the extent of the Available Distribution Amount: (i) to the Senior Certificates (other than the Principal Only Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and (Y) to the Senior Certificates (other than the Class A-P Certificates), in the priorities and amounts set forth in Section 4.02(b)(ii) through (e), the sum of the following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): (A) the Senior Percentage for such Distribution Date times the sum of the following: -18- (1) the principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan (other than the related Discount Fraction of the principal portion of such payment with respect to a Discount Mortgage Loan), whether or not received on or prior to the related Determination Date, minus the principal portion of any Debt Service Reduction (other than the related Discount Fraction of the principal portion of such Debt Service Reductions with respect to each Discount Mortgage Loan) which together with other Bankruptcy Losses exceeds the Bankruptcy Amount; (2) the Stated Principal Balance of any Mortgage Loan repurchased during the preceding calendar month (or deemed to have been so repurchased in accordance with Section 3.07(b) of the Standard Terms) pursuant to Sections 2.02, 2.04 or 4.07 of the Standard Terms and Section 2.03 of the Standard Terms and this Series Supplement, and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.04 of the Standard Terms or Section 2.03 of the Standard Terms and this Series Supplement, during the preceding calendar month (other than the related Discount Fraction of such Stated Principal Balance or shortfall with respect to each Discount Mortgage Loan); and (3) the principal portion of all other unscheduled collections (other than Principal Prepayments in Full and Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(a)(ii)(Y)(B) of this Series Supplement, including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the preceding calendar month (or deemed to have been so received in accordance with Section 3.07(b) of the Standard Terms) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (other than the related Discount Fraction of the principal portion of such unscheduled collections, with respect to each Discount Mortgage Loan); (B) with respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition occurred during the preceding calendar month (or was deemed to have occurred during such period in accordance with Section 3.07(b) of the Standard Terms) and did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a) the Senior Percentage for such Distribution Date times the Stated Principal Balance of -19- such Mortgage Loan (other than the related Discount Fraction of such Stated Principal Balance, with respect to each Discount Mortgage Loan) and (b) the Senior Accelerated Distribution Percentage for such Distribution Date times the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (in each case other than the portion of such unscheduled collections, with respect to a Discount Mortgage Loan, included in Section 4.02(b)(i)(C) of this Series Supplement); (C) the Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments, with respect to each Discount Mortgage Loan); (D) any Excess Subordinate Principal Amount for such Distribution Date; and (E) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (E) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Subordinate Certificates; (iii) if the Certificate Principal Balances of the Subordinate Certificates have not been reduced to zero, to the Master Servicer or a Sub-Servicer, by remitting for deposit to the Custodial Account, to the extent of and in reimbursement for any Advances or Sub-Servicer Advances previously made with respect to any Mortgage Loan or REO Property which remain unreimbursed in whole or in part following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property, minus any such Advances that were made with respect to delinquencies that ultimately constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses; (iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class M-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the -20- extent the amounts available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-1 Certificates; (vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class M-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-2 Certificates; (viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class M-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-3 Certificates; (x) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-1 Certificates; (xii) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest -21- thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; (xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a) (xv) of this Series Supplement are insufficient therefor; (xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; (xvi) to the Senior Certificates, in the priority set forth in Section 4.02(b) of this Series Supplement, the portion, if any, of the Available Distribution Amount remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the Available Distribution Amount remaining after the Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and (xvii) to the Class R Certificates, the balance, if any, of the Available Distribution Amount. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate Certificates are no longer outstanding, the Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the failure of the Master Servicer to make any required Advance, or the -22- determination by the Master Servicer that any proposed Advance would be a Nonrecoverable Advance with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to the Certificateholders. (b) Distributions of principal on the Senior Certificates on each Distribution Date occurring prior to the Credit Support Depletion Date will be made as follows: (i) to the Class A-P Certificates, until the Certificate Principal Balance thereof is reduced to zero, an amount (the "Class A-P Principal Distribution Amount") equal to the aggregate of: (A) the related Discount Fraction of the principal portion of each Monthly Payment on each Discount Mortgage Loan due during the related Due Period, whether or not received on or prior to the related Determination Date, minus the Discount Fraction of the principal portion of any related Debt Service Reduction which together with other Bankruptcy Losses exceeds the Bankruptcy Amount; (B) the related Discount Fraction of the principal portion of all unscheduled collections on each Discount Mortgage Loan received during the preceding calendar month or, in the case of Principal Prepayments in Full, during the related Prepayment Period (other than amounts received in connection with a Cash Liquidation or REO Disposition of a Discount Mortgage Loan described in clause (C) below), including Principal Prepayments in Full, Curtailments and repurchases (including deemed repurchases under Section 3.07(b) of the Standard Terms) of Discount Mortgage Loans (or, in the case of a substitution of a Deleted Mortgage Loan, the Discount Fraction of the amount of any shortfall deposited in the Custodial Account in connection with such substitution); (C) in connection with the Cash Liquidation or REO Disposition of a Discount Mortgage Loan that did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (1) the applicable Discount Fraction of the Stated Principal Balance of such Discount Mortgage Loan immediately prior to such Distribution Date and (2) the aggregate amount of the collections on such Discount Mortgage Loan to the extent applied as recoveries of principal; (D) any amounts allocable to principal for any previous Distribution Date (calculated pursuant to clauses (A) through (C) above) that remain undistributed; and (E) the amount of any Class A-P Collection Shortfalls for such Distribution Date and the amount of any Class A-P Collection Shortfalls -23- remaining unpaid for all previous Distribution Dates, but only to the extent of the Eligible Funds for such Distribution Date; (ii) the Senior Principal Distribution Amount shall be distributed to the Class R Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (iii) the balance of the Senior Principal Distribution Amount remaining after the distribution, if any, described in clause (ii) above shall be distributed, concurrently on a pro rata basis, to the Class A-1, Class A-2 and Class A-3 Certificates, in accordance with the respective aggregate outstanding Certificate Principal Balances of such class of certificates, until the Certificate Principal Balances thereof have been reduced to zero. (c) On or after the Credit Support Depletion Date, all priorities relating to distributions as described in Section 4.02(b) above in respect of principal among the various classes of Senior Certificates (other than the Class A-P Certificates) will be disregarded, and (i) an amount equal to the Discount Fraction of the principal portion of scheduled payments and unscheduled collections received or advanced in respect of the Discount Mortgage Loans will be distributed to the Class A-P Certificates, (ii) the Senior Principal Distribution Amount will be distributed to the remaining Senior Certificates (other than the Class A-P Certificates) pro rata in accordance with their respective outstanding Certificate Principal Balances, and (iii) the amount set forth in Section 4.02(a)(i) will be distributed as set forth therein. (d) After the reduction of the Certificate Principal Balances of the Senior Certificates (other than the Class A-P Certificates) to zero but prior to the Credit Support Depletion Date, the Senior Certificates (other than the Class A-P Certificates) will be entitled to no further distributions of principal thereon and the Available Distribution Amount will be paid solely to the holders of the Class A-P Certificates, Class A-V Certificates, Class M Certificates and Class B Certificates, in each case as described herein. (e) In addition to the foregoing distributions, with respect to any Mortgage Loan that was previously the subject of a Cash Liquidation or an REO Disposition that resulted in a Realized Loss, in the event that within two years of the date on which such Realized Loss was determined to have occurred the Master Servicer receives amounts, which the Master Servicer reasonably believes to represent subsequent recoveries (net of any related liquidation expenses), or determines that it holds surplus amounts previously reserved to cover estimated expenses, specifically related to such Mortgage Loan (including, but not limited to, recoveries in respect of the representations and warranties made by the related Seller pursuant to the applicable Seller's Agreement and assigned to the Trustee pursuant to Section 2.04), the Master Servicer shall distribute such amounts to the applicable Certificateholders of the Class or Classes to which such Realized Loss was allocated (with the amounts to be distributed allocated among such Classes in the same proportions as such Realized Loss was allocated), and within each such Class to the Certificateholders of record as of the Record Date immediately preceding the date of such distribution (or if such Class -24- of Certificates is no longer outstanding, to the Certificateholders of record at the time that such Realized Loss was allocated); provided that no such distribution to any Class of Certificates of subsequent recoveries related to a Mortgage Loan shall exceed, either individually or in the aggregate and together with any other amounts paid in reimbursement therefor, the amount of the related Realized Loss that was allocated to such Class of Certificates. Notwithstanding the foregoing, no such distribution shall be made with respect to the Certificates of any Class to the extent that either (i) such Class was protected against the related Realized Loss pursuant to any instrument or fund established under Section 11.01(e) or (ii) such Class of Certificates has been deposited into a separate trust fund or other structuring vehicle and separate certificates or other instruments representing interests therein have been issued in one or more classes, and any of such separate certificates or other instruments were protected against the related Realized Loss pursuant to any limited guaranty, payment obligation, irrevocable letter of credit, surety bond, insurance policy or similar instrument or a reserve fund, or a combination thereof. Any amount to be so distributed with respect to the Certificates of any Class shall be distributed by the Master Servicer to the Certificateholders of record as of the Record Date immediately preceding the date of such distribution (i) with respect to the Certificates of any Class (other than the Class A-V Certificates), on a pro rata basis based on the Percentage Interest represented by each Certificate of such Class as of such Record Date and (ii) with respect to the Class A-V Certificates, to the Class A-V Certificates or any Subclass thereof in the same proportion as the related Realized Loss was allocated. Any amounts to be so distributed shall not be remitted to or distributed from the Trust Fund, and shall constitute subsequent recoveries with respect to Mortgage Loans that are no longer assets of the Trust Fund. (f) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be solely responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Registrar, the Company or the Master Servicer shall have any responsibility therefor. (g) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Master Servicer shall, no later than the Determination Date in the month of such final distribution, notify the Trustee and the Trustee shall, no later than two (2) Business Days after such Determination Date, mail on such date to each Holder of such Class of Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the related Interest Accrual Period. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to -25- such Certificates to be withdrawn from the Certificate Account and credited to a separate escrow account for the benefit of such Certificateholders as provided in Section 9.01(d). Section 4.03 Statements to Certificateholders (See Section 4.03(a) through (d) of the Standard Terms) and Exhibit Three attached hereto. (e) The Trustee will make the reports referred to in this Section 4.03 (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders and other parties to the Agreement via the Trustee's website, which is presently located at www.abs.bankone.com. Persons that are unable to use the above website are entitled to have a paper copy mailed to them via first class mail by calling the Trustee at (800) 524-9472. The Trustee shall have the right to change the way the reports referred to in this Section 4.03 are distributed in order to make such distribution more convenient and/or more accessible to the above parties and to the Certificateholders. The Trustee shall provide timely and adequate notification to all the parties mentioned above and to the Certificateholders regarding any such change. Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer. (See Section 4.04 of the Standard Terms) Section 4.05 Allocation of Realized Losses. Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized Losses, if any, that resulted from any Cash Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a Servicing Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the reduction in the interest portion of the Monthly Payment due during the related Due Period. The amount of each Realized Loss shall be evidenced by an Officers' Certificate. All Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first, to the Class B-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class B-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class B-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and, thereafter, if any such Realized Losses are on a Discount Mortgage Loan, to the Class A-P Certificates in an amount equal to the Discount Fraction of the principal portion thereof until the Certificate Principal Balance thereof has been reduced to zero, and the remainder of such Realized Losses on the Discount Mortgage Loans and the entire amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated among all the Senior Certificates (other than the Class A-P Certificates) on a pro rata basis, as described below. Any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses, Extraordinary Losses on Non-Discount Mortgage Loans will be allocated among the Senior Certificates (other than the Class A-P Certificates) and Subordinate Certificates, on a pro rata basis, as described below. The principal portion of such Realized Losses on the Discount Mortgage Loans will be allocated to the Class A-P Certificates in an amount equal to the Discount Fraction thereof -26- and the remainder of such Realized Losses on the Discount Mortgage Loans and the entire amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated among the Senior Certificates (other than the Class A-P Certificates) and Subordinate Certificates, on a pro rata basis, as described below. As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date in the case of the principal portion of a Realized Loss or based on the Accrued Certificate Interest thereon payable on such Distribution Date (without regard to any Compensating Interest for such Distribution Date) in the case of an interest portion of a Realized Loss. Except as provided in the following sentence, any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to a Class of Certificates shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date. Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the Subordinate Certificates then outstanding with the Lowest Priority shall be made by operation of the definition of "Certificate Principal Balance" and by operation of the provisions of Section 4.02(a). Allocations of the interest portions of Realized Losses shall be made in proportion to the amount of Accrued Certificate Interest and by operation of the definition of "Accrued Certificate Interest" and by operation of the provisions of Section 4.02(a). Allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of Section 4.02(a). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby; provided that if any Subclasses of the Class A-V Certificates have been issued pursuant to Section 5.01(c), such Realized Losses and other losses allocated to the Class A-V Certificates shall be allocated among such Subclasses in proportion to the respective amounts of Accrued Certificate Interest payable on such Distribution Date that would have resulted absent such reductions. Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms) Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms) -27- ARTICLE V THE CERTIFICATES Section 5.01. The Certificates. (See Section 5.01 of the Standard Terms) Section 5.02. Registration of Transfer and Exchange of Certificates. (a) - (e)(iii)(A). (See Section 5.02(a) - (e)(iii)(A) of the Standard Terms) (B) Any purported Certificate Owner whose acquisition or holding of any Class M Certificate (or interest therein) was effected in violation of the restrictions of this Section 5.02(e) shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, the Underwriter and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. (f) - (h). (See Section 5.02(f) - (h) of the Standard Terms) Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. (See Section 5.03 of the Standard Terms) Section 5.04. Persons Deemed Owners. (See Section 5.04 of the Standard Terms) Section 5.05. Appointment of Paying Agent. (See Section 5.05 of the Standard Terms) -28- ARTICLE VI THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD TERMS) -29- ARTICLE VII DEFAULT (SEE ARTICLE VII OF THE STANDARD TERMS) -30- ARTICLE VIII CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD TERMS) -31- ARTICLE IX TERMINATION (SEE ARTICLE IX OF THE STANDARD TERMS) -32- ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms) Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms) Section 10.03 Designation of REMIC(s). The REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of Trust Fund, and subject to this Agreement (including the Mortgage Loans but excluding the Initial Monthly Payment Fund) as a REMIC for federal income tax purposes. The Class A-1, Class A-2, Class A-3, Class A-P, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the rights in and to which will be represented by the Class A-V Certificates, will be "regular interests" in the REMIC, and the Class R Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined in the Standard Terms) under federal income tax law. On and after the date of issuance of any Subclass of Class A-V Certificates pursuant to Section 5.01(c) of the Standard Terms, any such Subclass will represent the Uncertificated Class A-V REMIC Regular Interest or Interests specified by the initial Holder of the Class A-V Certificates pursuant to said Section. Section 10.04 Distributions on the Uncertificated REMIC Regular Interests. (a) On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated REMIC Regular Interests, Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date. (b) In determining from time to time the Uncertificated REMIC Regular Interest Distribution Amounts, Realized Losses allocated to the Class A-V Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC Regular Interests on a pro rata basis based on the Uncertificated Accrued Interest for the related Distribution Date. (c) On each Distribution Date, the Trustee shall be deemed to distribute from the Trust Fund, in the priority set forth in Section 4.02(a), to the Class A-V Certificates, the amounts distributable thereon from the Uncertificated REMIC Regular Interest Distribution Amounts deemed to have been received by the Trustee from the Trust Fund under this Section 10.04. The amount deemed distributable hereunder with respect to the Class A-V Certificates shall equal 100% of the amounts payable with respect to the Uncertificated REMIC Regular Interests. -33- (d) Notwithstanding the deemed distributions on the Uncertificated REMIC Regular Interests described in this Section 10.04, distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. Section 10.05 Compliance with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Trustee or any Paying Agent, as applicable, shall comply with all federal withholding requirements respecting payments to Certificateholders, including interest or original interest discount payments or advances thereof that the Trustee or any Paying Agent, as applicable, reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or any Paying Agent, as applicable, does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or any Paying Agent, as applicable, shall indicate the amount withheld to such Certificateholder pursuant to the terms of such requirements. -34- ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment. (See Section 11.01 of the Standard Terms) Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard Terms) Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the Standard Terms) Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms) Section 11.05 Notices. All demands and notices hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid (except for notices to the Trustee which shall be deemed to have been duly given only when received), to the appropriate address for each recipient listed in the table below or, in each case, such other address as may hereafter be furnished in writing to the Master Servicer, the Trustee and the Company, as applicable: RECIPIENT Address 8400 Normandale Lake Boulevard Suite 250, Minneapolis, Minnesota 55437, Company Attention: President 2255 N. Ontario Street, Suite 400 Burbank, California 91504-2130, Master Servicer Attention: Managing Director/Master Servicing Corporate Trust Office The Trustee designates its offices located at 14 Wall Street, 8th Floor New York, New York 10005, for the purposes of Section 8.12 Trustee of the Standard Terms One State Street Plaza 32nd Floor Fitch New York, New York 10004 55 Water Street Standard & Poor's New York, New York 10041 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 -35- 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 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of the Standard Terms) Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms) Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms) Section 11.09 Allocation of Voting Rights. 98.0% of all of the Voting Rights shall be allocated among Holders of Certificates, other than the Class A-V Certificates and Class R Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates; 1% of all Voting Rights shall be allocated among the Holders of the Class A-V Certificates in accordance with their respective Percentage Interests, and 1% of all Voting Rights shall be allocated among the Holders of the Class R Certificates in accordance with their respective Percentage Interests. -36- ARTICLE XII [RESERVED] -37- IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written. [Seal] RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Attest: By: --------------------------------------- Name: Julie Steinhagen Name: Randy Van Zee Title: Vice President Title: Vice President [Seal] RESIDENTIAL FUNDING CORPORATION Attest: By: --------------------------------------- Name: Randy Van Zee Name: Julie Steinhagen Title: Director Title: Director [Seal] BANK ONE, NATIONAL ASSOCIATION as Trustee Attest: --------------------------------------- Name: By: ---------------------------- Title: Name: Keith Richardson Title: Vice President -1- STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 30th day of October, 2001 before me, a notary public in and for said State, personally appeared Randy Van Zee, known to me to be a Vice President of Residential Funding Mortgage Securities I, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public ----------------- [Notarial Seal] -2- STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 30th day of October, 2001 before me, a notary public in and for said State, personally appeared Julie Steinhagen, known to me to be a Director of Residential Funding Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public ------------------ [Notarial Seal] -3- STATE OF ) ) ss.: COUNTY OF ) On the 30th day of October, 2001 before me, a notary public in and for said State, personally appeared Keith Richardson, known to me to be a Vice President of Bank One, National Association, a national banking association that executed the within instrument, and also known to me to be the person who executed it on behalf of said banking corporation and acknowledged to me that such banking corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public ------------------- [Notarial Seal] -4- EXHIBIT ONE MORTGAGE LOAN SCHEDULE RUN ON : 10/23/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 12.20.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE SERIES : RFMSI 2001-S25 CUTOFF : 10/01/01 POOL : 0004548 : : POOL STATUS: F RFC LOAN NUMBER SUB SERV FEE PRINCIPAL BALANCE MSTR SERV FEE CURR NOTE RATE ALL EXP RFC NET RATE MISC EXP NET MTG RATE(INVSTR RATE) SPREAD POST STRIP RATE STRIP -------------------------------------------------------------------------- 4419912 .2500 544,880.55 .0800 7.8750 .0000 7.6250 .0000 7.5450 .0000 6.2500 1.2950 4596390 .2500 351,277.30 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.2500 .9200 4694813 .2500 189,346.89 .0300 6.3750 .0000 6.1250 .0000 6.0950 .0000 6.0950 .0000 4718079 .2500 439,903.38 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 4765504 .2500 309,959.57 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 4787451 .2500 306,859.66 .0300 6.3750 .0000 6.1250 .0000 6.0950 .0000 6.0950 .0000 1 4831160 .2500 298,952.86 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 4932169 .2500 336,621.46 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 4944917 .2500 356,572.74 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 4957931 .2500 216,693.48 .0800 7.6250 .0000 7.3750 .0000 7.2950 .0000 6.2500 1.0450 4961509 .2500 298,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 4962863 .2500 406,754.97 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5008136 .2500 358,133.27 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5025101 .2500 298,060.10 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 1 5031434 .2500 280,334.67 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5035929 .2500 388,715.18 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5047650 .2500 313,006.58 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5049828 .2500 792,016.57 .0300 6.4500 .0000 6.2000 .0000 6.1700 .0000 6.1700 .0000 5051190 .2500 119,637.59 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.2500 .9200 5087850 .2500 596,243.90 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5127394 .2500 411,380.08 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5150648 .2500 198,734.34 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 1 5157185 .2500 299,043.18 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5158258 .2500 286,941.21 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5166891 .2500 345,185.20 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5168887 .2500 218,577.41 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5169217 .2500 541,128.13 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5173548 .3750 397,441.19 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5179470 .2500 423,659.14 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5180847 .2500 492,458.32 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 1 5189898 .2500 119,633.59 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.2500 .7950 5192933 .2500 320,000.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5194292 .2500 109,266.55 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5196942 .2500 33,791.74 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.2500 .7950 5198117 .2500 398,765.22 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.2500 .6700 5207515 .2500 445,669.61 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5215841 .2500 396,361.25 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5216176 .2500 398,696.35 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 1 5217194 .2500 397,741.18 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5228092 .2500 87,725.37 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5229420 .2500 383,772.09 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5233866 .2500 58,835.27 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5235287 .2500 613,178.56 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5236351 .2500 453,533.04 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5237356 .2500 495,414.88 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5244518 .2500 346,342.82 .0300 6.3750 .0000 6.1250 .0000 6.0950 .0000 6.0950 .0000 1 5253946 .5000 545,463.00 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5259014 .2500 468,549.12 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.2500 .6700 5260247 .2500 594,226.16 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5266100 .2500 297,174.57 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5266561 .2500 601,958.37 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5269035 .2500 59,812.75 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5274625 .2500 416,139.32 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5276087 .2500 399,051.28 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.2500 .7950 1 5276105 .2500 306,249.61 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5276112 .2500 302,147.27 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.2500 .6700 5276319 .2500 590,111.89 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5279329 .2500 392,521.17 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5288307 .2500 310,000.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5288611 .2500 592,361.61 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5288794 .2500 598,044.53 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5291184 .2500 383,717.94 .0300 6.3750 .0000 6.1250 .0000 6.0950 .0000 6.0950 .0000 1 5296504 .2500 150,518.40 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5297241 .2500 358,428.02 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5303999 .2500 396,200.30 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5315985 .2500 398,632.40 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5326328 .2500 491,427.64 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5333809 .2500 49,046.46 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5335840 .2500 330,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5339857 .2500 598,044.54 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 1 5343529 .2500 301,158.55 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5343661 .2500 108,952.79 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5346515 .2500 358,839.33 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5351901 .2500 325,833.02 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5354775 .2500 348,859.31 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5357570 .2500 397,727.44 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5359428 .2500 386,749.05 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5360031 .2500 399,950.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 1 5365753 .2500 333,770.41 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5368337 .2500 282,286.94 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5368344 .2500 24,923.67 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.2500 .7950 5368990 .2500 352,000.00 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5369118 .2500 390,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5369181 .2500 329,932.83 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5370179 .2500 351,846.18 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5371701 .2500 390,749.76 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 1 5373083 .2500 374,813.73 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5373822 .2500 85,725.72 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5373847 .2500 156,515.35 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.2500 .6700 5374421 .2500 309,370.32 .0800 7.8750 .0000 7.6250 .0000 7.5450 .0000 6.2500 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6.2200 .0000 5623130 .7500 823,450.17 .0800 7.2500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5623132 .6250 391,504.27 .0300 6.8750 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5623133 .5000 362,599.49 .0300 6.7500 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5623134 .5000 319,965.07 .0300 6.7500 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 1 5623135 .5000 647,904.33 .0300 6.7500 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5623136 .5000 498,387.95 .0300 6.7500 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5623137 .7500 324,478.11 .0800 7.2500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5626080 .2500 500,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5626121 .2500 399,950.00 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5626131 .2500 390,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5626155 .2500 75,000.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5626158 .2500 303,000.00 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 1 5626828 .2500 299,053.52 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5626947 .2500 647,949.29 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5627080 .2500 458,580.00 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.2500 .6700 5627104 .2500 315,926.20 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5627293 .2500 538,296.33 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5627392 .2500 478,435.63 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5627628 .2500 358,851.82 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5627656 .2500 452,980.82 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 1 5632870 .2500 364,000.00 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5633916 .2500 418,703.48 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.2500 .6700 5634282 .2500 425,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5636546 .2500 412,884.12 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5639682 .2500 43,000.00 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.2500 .6700 5639714 .2500 364,000.00 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5639726 .2500 528,000.00 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5639820 .2500 334,939.93 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 1 5639916 .2500 463,516.93 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5639967 .2500 318,990.41 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5648586 .2500 450,000.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5648587 .2500 377,500.00 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5648588 .2500 380,000.00 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5648589 .2500 333,931.55 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5648590 .2500 335,000.00 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5652493 .2500 523,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 1 5652577 .2500 327,000.00 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5656857 .2500 115,000.00 .0300 6.1250 .0000 5.8750 .0000 5.8450 .0000 5.8450 .0000 5657196 .2500 365,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5659814 .2500 290,543.01 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5660708 .2500 521,000.00 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.2500 .6700 5662315 .2500 498,422.53 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5662343 .2500 271,000.00 .0800 6.8000 .0000 6.5500 .0000 6.4700 .0000 6.2500 .2200 5665662 .2500 377,672.29 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.2500 .7950 1 5665676 .2500 322,556.68 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5665763 .2500 383,758.72 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5665880 .2500 588,118.26 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5665976 .2500 350,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5666007 .2500 598,127.51 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5666210 .2500 503,371.84 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5666669 .2500 348,871.56 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5666799 .2500 645,841.92 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 1 5667249 .2500 323,000.00 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5667390 .2500 388,808.02 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.2500 .7950 5667635 .2500 354,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5667783 .2500 448,564.79 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5668067 .2500 504,315.02 .0300 6.3750 .0000 6.1250 .0000 6.0950 .0000 6.0950 .0000 5668274 .2500 340,885.39 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5668453 .2500 290,240.66 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5668664 .2500 580,000.00 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 1 5668801 .2500 600,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5669026 .2500 564,800.00 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5670012 .2500 647,926.90 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5678144 .2500 534,500.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5678178 .2500 384,000.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5679786 .2500 380,623.60 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5680078 .2500 298,080.90 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5680394 .2500 308,102.44 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.2500 .6700 1 5680651 .2500 525,355.33 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.2500 .5450 5680811 .2500 381,751.76 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5697003 .2500 318,979.40 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5700393 .2500 299,022.27 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5704461 .2500 318,000.00 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.2500 .7950 5704516 .2500 69,000.00 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5704527 .2500 56,500.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5704551 .2500 439,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 1 5704681 .2500 287,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5705019 .2500 364,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5717332 .2500 413,034.80 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5724096 .2500 151,900.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5725147 .2500 398,724.25 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5725302 .2500 523,307.36 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5725433 .2500 645,974.82 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.2500 .6700 5725583 .2500 310,103.13 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.2500 .7950 1 5725666 .2500 419,000.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5725899 .2500 341,401.74 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5726032 .2500 330,941.12 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5726295 .2500 348,895.77 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5727228 .2500 458,548.71 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.2500 .4200 5727421 .2500 282,000.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5736208 .2500 378,500.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5736286 .2500 170,000.00 .0300 6.3750 .0000 6.1250 .0000 6.0950 .0000 6.0950 .0000 1 5766864 .2500 532,650.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5767298 .2500 420,000.00 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2500 .0450 5767362 .2500 302,000.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5786972 .2500 350,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5811790 .2500 747,500.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 5811808 .2500 320,000.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.2500 .1700 5812534 .2500 322,500.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.2500 .2950 TOTAL NUMBER OF LOANS: 573 TOTAL BALANCE........: 228,472,721.97 RUN ON : 10/23/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 12.20.55 INITIAL SECURITY FEES AMORTIZED BALANCE SERIES : RFMSI 2001-S25 FIXED SUMMARY REPORT CUTOFF : 10/01/01 POOL : 0004548 : : POOL STATUS: F WEIGHTED AVERAGES FROM TO --------------------------------------------------------------------------- CURR NOTE RATE 6.8969 6.1250 7.8750 RFC NET RATE 6.6175 5.8750 7.6250 NET MTG RATE(INVSTR RATE) 6.5430 5.8450 7.5450 POST STRIP RATE 6.2436 5.8450 6.2500 SUB SERV FEE .2795 .2500 .7500 MSTR SERV FEE .0745 .0300 .0800 ALL EXP .0000 .0000 .0000 MISC EXP .0000 .0000 .0000 SPREAD .0000 .0000 .0000 STRIP .2994 .0000 1.2950 TOTAL NUMBER OF LOANS: 573 TOTAL BALANCE........: 228,472,721.97 *************************** * END OF REPORT * *************************** RUN ON : 10/23/01 RFC DISCLOSURE SYSTEM RFFSD177-01 AT : 12.20.55 FIXED RATE LOAN LISTING AMORTIZED BALANCE SERIES : RFMSI 2001-S25 CUTOFF : 10/01/01 POOL : 0004548 : : POOL STATUS: F RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE ORIG TERM PRINCIPAL BAL # OF UNITS ORIG RATE ORIGINAL P+I LTV CURR NET CURRENT P+I CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG SELLER LOAN # OCCP CODE MATURITY DATE INVESTOR LOAN # ______________________________________________________________________________ 4419912 134/076 F 560,000.00 ZZ 180 544,880.55 1 7.875 5,311.32 80 7.625 5,311.32 LAFAYETTE LA 70503 2 12/18/00 00 11003332 05 02/01/01 0 11003332 O 01/01/16 0 4596390 134/076 F 402,500.00 ZZ 180 351,277.30 1 7.500 3,731.23 63 7.250 3,731.23 HOUSTON TX 77079 2 12/18/00 00 10842516 03 02/01/01 0 10842516 O 01/01/16 0 4694813 T35/G01 F 193,000.00 ZZ 180 189,346.89 1 6.375 1,668.00 59 6.125 1,668.00 POTOMAC MD 20854 2 04/20/01 00 0400415949 05 06/01/01 0 0400415949 O 05/01/16 0 4718079 664/G01 F 445,700.00 ZZ 180 439,903.38 1 6.750 3,944.04 50 6.500 3,944.04 AUSTIN TX 78734 2 05/08/01 00 0432948297 03 07/01/01 0 1 0008077505 O 06/01/16 0 4765504 575/G01 F 314,000.00 ZZ 180 309,959.57 1 6.875 2,800.42 71 6.625 2,800.42 CHARLOTTE NC 28226 2 05/24/01 00 0433187564 03 07/01/01 0 11924032 O 06/01/16 0 4787451 025/025 F 329,500.00 ZZ 180 306,859.66 1 6.375 2,847.70 40 6.125 2,847.70 PORTLAND OR 97210 2 01/22/01 00 038729934 05 03/01/01 0 038729934 O 02/01/16 0 4831160 J95/J95 F 305,000.00 ZZ 180 298,952.86 1 6.625 2,677.89 54 6.375 2,677.89 BEHTESDA MD 20817 2 03/29/01 00 0017817867 05 05/01/01 0 0017817867 O 04/01/16 0 4932169 E22/G01 F 340,000.00 ZZ 180 336,621.46 1 6.500 2,961.77 62 6.250 2,961.77 HERNDON VA 20171 2 06/04/01 00 0412699324 03 08/01/01 0 0412699324 O 07/01/16 0 4944917 757/G01 F 360,000.00 ZZ 180 356,572.74 1 7.000 3,235.78 48 6.750 3,235.78 ALPHARETTA GA 30022 5 06/29/01 00 0433154978 05 08/01/01 0 1 O 07/01/16 0 1 4957931 U05/G01 F 218,000.00 ZZ 180 216,693.48 1 7.625 2,036.40 63 7.375 2,036.40 ARGYLE TX 76226 5 07/12/01 00 0433231164 05 09/01/01 0 3141884 O 08/01/16 0 4961509 D03/G01 F 298,000.00 ZZ 180 298,000.00 1 6.500 2,595.90 50 6.250 2,595.90 PLEASANTON CA 94588 5 08/27/01 00 0433236585 05 11/01/01 0 1102905 O 10/01/16 0 4962863 E84/G01 F 412,000.00 ZZ 180 406,754.97 1 7.000 3,703.17 79 6.750 3,703.17 CHICAGO IL 60615 2 05/21/01 00 0432921807 03 07/01/01 0 11005917 O 06/01/16 0 5008136 225/G01 F 376,000.00 T 180 358,133.27 1 7.000 3,379.60 80 6.750 3,379.60 OCEAN CITY NJ 08226 1 04/06/01 00 0432936599 01 05/01/01 0 7254395 O 04/01/16 0 5025101 L76/G01 F 300,000.00 ZZ 180 298,060.10 1 6.750 2,654.73 44 6.500 2,654.73 BLOOMINGTON MN 55437 5 06/29/01 00 0432949113 05 09/01/01 0 9505979 O 08/01/16 0 5031434 B60/G01 F 283,000.00 ZZ 180 280,334.67 1 7.125 2,563.50 67 6.875 2,563.50 1 MEQUON WI 53092 2 06/21/01 00 0433074721 05 08/01/01 0 336452 O 07/01/16 0 5035929 944/G01 F 390,000.00 ZZ 180 388,715.18 1 6.500 3,397.32 64 6.250 3,397.32 TUCSON AZ 85718 5 08/24/01 00 0433202090 03 10/01/01 0 W01062854 O 09/01/16 0 5047650 757/G01 F 315,000.00 ZZ 180 313,006.58 1 7.000 2,831.31 70 6.750 2,831.31 VALDOSTA GA 31602 1 07/06/01 00 0433160009 03 09/01/01 0 1000316982 O 08/01/16 0 5049828 550/550 F 800,000.00 ZZ 180 792,016.57 1 6.450 6,946.89 28 6.200 6,946.89 GREENWOOD VILLA CO 80121 1 06/18/01 00 120527861 05 08/01/01 0 120527861 O 07/01/16 0 5051190 U05/G01 F 120,000.00 ZZ 180 119,637.59 1 7.500 1,112.41 40 7.250 1,112.41 GALVESTON TX 77554 5 08/14/01 00 0433194198 03 10/01/01 0 3148128 O 09/01/16 0 5087850 L38/G01 F 600,000.00 ZZ 180 596,243.90 1 7.125 5,434.99 56 6.875 5,434.99 ROWLAND HEIGHTS CA 91748 1 07/11/01 00 0433169380 05 09/01/01 0 070600000003088 O 08/01/16 0 1 5127394 356/G01 F 414,000.00 ZZ 180 411,380.08 1 7.000 3,721.15 49 6.750 3,721.15 DUBLIN CA 94568 2 07/20/01 00 0433220696 05 09/01/01 0 2888907 O 08/01/16 0 5150648 T29/G01 F 200,000.00 ZZ 180 198,734.34 1 7.000 1,797.66 26 6.750 1,797.66 PINETOP AZ 85935 2 07/02/01 00 0433017076 05 09/01/01 0 1230198 O 08/01/16 0 5157185 356/G01 F 300,000.00 ZZ 180 299,043.18 1 6.875 2,675.57 43 6.625 2,675.57 AROMAS CA 95004 2 08/06/01 00 0433153368 05 10/01/01 0 2882942 O 09/01/16 0 5158258 J83/G01 F 290,000.00 ZZ 180 286,941.21 1 6.875 2,586.38 34 6.625 2,586.38 FLOWERY BRANCH GA 30542 2 07/05/01 00 0433016235 05 08/01/01 0 304752 O 07/01/16 0 5166891 025/025 F 350,000.00 ZZ 180 345,185.20 1 6.500 3,048.88 59 6.250 3,048.88 VIDA OR 97488 5 05/07/01 00 0139023378 05 07/01/01 0 0139023378 O 06/01/16 0 5168887 L76/G01 F 220,000.00 ZZ 180 218,577.41 1 1 6.750 1,946.80 33 6.500 1,946.80 EAGAN MN 55123 5 07/24/01 00 0433057213 05 09/01/01 0 9505986 O 08/01/16 0 5169217 664/G01 F 550,000.00 ZZ 180 541,128.13 1 6.875 4,905.20 50 6.625 4,905.20 FOX POINT WI 53217 1 05/01/01 00 0432972982 05 06/01/01 0 0008027971 O 05/01/16 0 5173548 405/405 F 400,000.00 ZZ 180 397,441.19 1 6.875 3,567.42 32 6.500 3,567.42 ARCADIA CA 91007 5 07/03/01 00 0017587544 05 09/01/01 0 0017587544 O 08/01/16 0 5179470 356/G01 F 425,000.00 ZZ 180 423,659.14 1 7.000 3,820.03 43 6.750 3,820.03 GRANITE BAY CA 95746 2 07/31/01 00 0433148178 05 10/01/01 0 2881662 O 09/01/16 0 5180847 511/511 F 494,000.00 ZZ 180 492,458.32 1 7.125 4,474.81 76 6.875 4,474.81 BEAUFORT SC 29902 4 08/15/01 00 0002380087 03 10/01/01 0 0002380087 O 09/01/16 0 5189898 T90/G01 F 120,000.00 ZZ 180 119,633.59 1 7.375 1,103.91 69 7.125 1,103.91 TUPELO MS 38804 5 08/08/01 00 0433166865 05 10/01/01 0 1 49335 O 09/01/16 0 5192933 D03/D03 F 320,000.00 ZZ 180 320,000.00 1 6.750 2,831.71 43 6.500 2,831.71 PALO ALTO CA 94303 5 08/31/01 00 1104049 05 11/01/01 0 1104049 O 10/01/16 0 5194292 E22/G01 F 110,000.00 ZZ 180 109,266.55 1 6.500 958.22 63 6.250 958.22 DALLAS TX 75248 5 07/12/01 00 0412787517 05 09/01/01 0 0412787517 O 08/01/16 0 5196942 Q14/G01 F 34,000.00 ZZ 180 33,791.74 1 7.375 312.77 42 7.125 312.77 WEST LIBERTY IA 52776 5 07/30/01 00 0433054640 05 09/01/01 0 0104754 O 08/01/16 0 5198117 W32/G01 F 400,000.00 ZZ 180 398,765.22 1 7.250 3,651.45 64 7.000 3,651.45 SANTA MONICA CA 90405 2 07/31/01 00 0433153640 05 10/01/01 0 68896401 O 09/01/16 0 5207515 286/286 F 450,000.00 ZZ 180 445,669.61 1 6.875 4,013.35 53 6.625 4,013.35 PERRYSBURG OH 43551 5 06/14/01 00 402699 05 08/01/01 0 402699 O 07/01/16 0 1 5215841 R65/G01 F 399,900.00 ZZ 180 396,361.25 1 6.750 3,538.75 64 6.500 3,538.75 BETHESDA MD 20814 2 08/02/01 00 0433204468 05 09/01/01 0 20014232 O 08/01/16 0 5216176 H06/G01 F 400,000.00 ZZ 180 398,696.35 1 6.625 3,511.98 71 6.375 3,511.98 ROCHESTER MN 55906 5 08/10/01 00 0433111895 05 10/01/01 0 0600044648 O 09/01/16 0 5217194 W02/G01 F 399,000.00 ZZ 180 397,741.18 1 7.000 3,586.33 49 6.750 3,586.33 LOS GATOS CA 95032 2 08/15/01 00 0433188539 05 10/01/01 0 1000354877 O 09/01/16 0 5228092 477/G01 F 88,000.00 ZZ 180 87,725.37 4 7.125 797.13 80 6.875 797.13 SAN BERNARDINO CA 92405 1 08/08/01 00 0433181302 05 10/01/01 0 123099 O 09/01/16 0 5229420 575/G01 F 385,000.00 ZZ 180 383,772.09 1 6.875 3,433.64 75 6.625 3,433.64 BEDFORD NY 10506 5 08/08/01 00 0433151172 05 10/01/01 0 12014056 O 09/01/16 0 5233866 W67/G01 F 60,000.00 ZZ 180 58,835.27 1 6.875 535.11 40 6.625 535.11 1 LOS ANGELES CA 91335 5 02/27/01 00 0433175734 05 05/01/01 0 46300053 O 04/01/16 0 5235287 994/X14 F 621,000.00 ZZ 180 613,178.56 1 7.125 5,625.22 39 6.875 5,625.22 NARRAGANSETT RI 02882 2 05/24/01 00 1000244756 05 07/01/01 0 1000244756 O 06/01/16 0 5236351 477/G01 F 455,000.00 ZZ 180 453,533.04 1 6.750 4,026.34 65 6.500 4,026.34 ARCADIA CA 91006 5 08/13/01 00 0433155025 05 10/01/01 0 123114 O 09/01/16 0 5237356 975/G01 F 497,000.00 ZZ 180 495,414.88 1 6.875 4,432.52 51 6.625 4,432.52 SAN MARINO CA 91108 2 08/08/01 00 0433152436 05 10/01/01 0 2013629 O 09/01/16 0 5244518 U62/G01 F 347,500.00 ZZ 180 346,342.82 1 6.375 3,003.27 63 6.125 3,003.27 CORNELIUS NC 28031 5 08/09/01 00 0433080256 05 10/01/01 0 2001279308 O 09/01/16 0 5253946 405/405 F 550,000.00 ZZ 180 545,463.00 1 7.000 4,943.56 69 6.500 4,943.56 CALABASAS CA 91302 2 07/03/01 00 0017579855 03 09/01/01 0 0017579855 O 08/01/16 0 1 5259014 W75/G01 F 470,000.00 ZZ 180 468,549.12 1 7.250 4,290.46 63 7.000 4,290.46 ORINDA CA 94563 5 08/06/01 00 0433194206 05 10/01/01 0 01089606 O 09/01/16 0 5260247 536/536 F 600,000.00 ZZ 180 594,226.16 1 6.875 5,351.13 41 6.625 5,351.13 HONOLULU HI 96825 5 06/23/01 00 1296250 05 08/01/01 0 1296250 O 07/01/16 0 5266100 F97/F97 F 300,000.00 ZZ 180 297,174.57 1 7.125 2,717.49 75 6.875 2,717.49 LAKE GENEVA WI 53147 1 06/11/01 00 8000090490 05 08/01/01 0 8000090490 O 07/01/16 0 5266561 195/G01 F 608,000.00 ZZ 180 601,958.37 1 6.500 5,296.34 80 6.250 5,296.34 HANOVER MA 02339 1 06/27/01 00 0433103181 05 08/01/01 0 68852 O 07/01/16 0 5269035 J40/G01 F 60,000.00 ZZ 180 59,812.75 1 7.125 543.50 44 6.875 543.50 WEST POINT MS 39773 2 08/20/01 00 0433248945 05 10/01/01 0 61308 O 09/01/16 0 5274625 964/G01 F 417,500.00 ZZ 180 416,139.32 1 1 6.625 3,665.63 58 6.375 3,665.63 INCLINE VILLAGE NV 89451 2 08/23/01 00 0433132669 01 10/01/01 0 133583 O 09/01/16 0 5276087 J95/J95 F 431,000.00 ZZ 180 399,051.28 1 7.375 3,964.87 72 7.125 3,964.87 NEW YORK NY 10021 2 02/01/00 00 0020119525 01 04/01/01 0 0020119525 O 03/01/16 0 5276105 J95/J95 F 308,200.00 ZZ 180 306,249.61 1 7.000 2,770.19 75 6.750 2,770.19 WILLIAMSBURG VA 23185 2 07/17/01 00 0020209201 05 09/01/01 0 0020209201 O 08/01/16 0 5276112 J95/J95 F 304,030.00 ZZ 180 302,147.27 1 7.250 2,775.38 80 7.000 2,775.38 LAS VEGAS NV 89131 1 07/27/01 00 0027297662 05 09/01/01 0 0027297662 O 08/01/16 0 5276319 H93/G01 F 592,000.00 ZZ 180 590,111.89 1 6.875 5,279.78 44 6.625 5,279.78 LENEXA KS 66220 2 08/27/01 00 0433210796 05 10/01/01 0 2001001365 O 09/01/16 0 5279329 369/G01 F 393,750.00 ZZ 180 392,521.17 1 7.125 3,566.72 75 6.875 3,566.72 BORING OR 97009 5 08/10/01 00 0433207156 05 10/01/01 0 1 0073313298 O 09/01/16 0 5288307 R65/G01 F 310,000.00 ZZ 180 310,000.00 1 6.750 2,743.22 63 6.500 2,743.22 BALTIMORE MD 21210 2 09/07/01 00 0433210812 05 11/01/01 0 20014028 O 10/01/16 0 5288611 A13/G01 F 600,000.00 ZZ 180 592,361.61 1 7.000 5,392.97 50 6.750 5,392.97 RIVER FOREST IL 60305 1 05/31/01 00 0433157880 05 07/01/01 0 998298703 O 06/01/16 0 5288794 A21/G01 F 600,000.00 ZZ 180 598,044.53 1 6.625 5,267.97 76 6.375 5,267.97 ENGLEWOOD CLIFF NJ 07632 1 08/29/01 00 0433187739 05 10/01/01 0 0100120587 O 09/01/16 0 5291184 964/G01 F 385,000.00 ZZ 180 383,717.94 1 6.375 3,327.37 66 6.125 3,327.37 SAN LUIS OBISPO CA 93405 5 08/24/01 00 0433182425 05 10/01/01 0 140677 O 09/01/16 0 5296504 R84/G01 F 151,000.00 ZZ 180 150,518.40 1 6.875 1,346.70 63 6.625 1,346.70 SEATTLE WA 98198 1 08/16/01 00 0433243912 05 10/01/01 0 988049 O 09/01/16 0 1 5297241 H58/G01 F 359,600.00 ZZ 180 358,428.02 1 6.625 3,157.27 80 6.375 3,157.27 WEST LINN OR 97068 1 08/21/01 00 0433210986 05 10/01/01 0 0000073764 O 09/01/16 0 5303999 225/G01 F 400,050.00 ZZ 180 396,200.30 1 6.875 3,567.86 67 6.625 3,567.86 RYDAL PA 19046 5 06/01/01 00 0433045911 05 08/01/01 0 6536726 O 07/01/16 0 5315985 964/G01 F 399,950.00 ZZ 180 398,632.40 1 6.500 3,484.00 44 6.250 3,484.00 SAN FRANCISCO CA 94114 2 08/24/01 00 0433172244 05 10/01/01 0 400139201 O 09/01/16 0 5326328 757/G01 F 493,000.00 ZZ 180 491,427.64 1 6.875 4,396.84 68 6.625 4,396.84 MARIETTA GA 30064 2 08/22/01 00 0433176229 05 10/01/01 0 1000358935 O 09/01/16 0 5333809 S27/G01 F 49,200.00 ZZ 180 49,046.46 1 7.125 445.67 62 6.875 445.67 ERIE PA 16502 5 08/03/01 00 0433097326 05 10/01/01 0 1130002652 O 09/01/16 0 5335840 356/G01 F 330,000.00 ZZ 180 330,000.00 1 6.875 2,943.12 41 6.625 2,943.12 1 SAN JOSE CA 95135 2 08/24/01 00 0433231404 05 11/01/01 0 28851012 O 10/01/16 0 5339857 208/G01 F 600,000.00 ZZ 180 598,044.54 1 6.625 5,267.96 40 6.375 5,267.96 SANTA FE NM 87506 5 08/21/01 00 0433240868 03 10/01/01 0 35140 O 09/01/16 0 5343529 L60/F27 F 305,000.00 ZZ 180 301,158.55 1 7.125 2,762.79 61 6.875 2,762.79 WILSON NC 27896 2 05/15/01 00 6610682047 05 07/01/01 0 6610682047 O 06/01/16 0 5343661 L60/F27 F 110,000.00 ZZ 180 108,952.79 1 7.000 988.71 29 6.750 988.71 NEW BERN NC 28562 2 06/15/01 00 6610488933 03 08/01/01 0 6610488933 O 07/01/16 0 5346515 964/G01 F 360,000.00 ZZ 180 358,839.33 1 6.750 3,185.67 55 6.500 3,185.67 WALNUT CREEK CA 94596 5 08/21/01 00 0433172269 03 10/01/01 0 137806 O 09/01/16 0 5351901 W86/W86 F 328,000.00 ZZ 180 325,833.02 1 6.500 2,857.23 80 6.250 2,857.23 LANDER WY 82520 2 07/18/01 00 360464 05 09/01/01 0 360464 O 08/01/16 0 1 5354775 757/G01 F 350,000.00 ZZ 180 348,859.31 1 6.625 3,072.98 75 6.375 3,072.98 CENTERVILLE VA 20120 5 08/24/01 00 0433215902 03 10/01/01 0 5YANGHAN O 09/01/16 0 5357570 L46/L46 F 399,000.00 ZZ 180 397,727.44 1 6.875 3,558.50 70 6.625 3,558.50 NORTHVILLE MI 48167 2 08/29/01 00 0003024478 05 10/01/01 0 0003024478 O 09/01/16 0 5359428 964/G01 F 388,000.00 ZZ 180 386,749.05 1 6.750 3,433.45 80 6.500 3,433.45 DENVER CO 80220 2 08/22/01 00 0433137981 05 10/01/01 0 139817 O 09/01/16 0 5360031 964/G01 F 399,950.00 ZZ 180 399,950.00 1 6.750 3,539.20 23 6.500 3,539.20 REDWOOD CITY CA 94062 2 08/29/01 00 0433177656 05 11/01/01 0 140025 O 10/01/16 0 5365753 830/G01 F 334,850.00 ZZ 180 333,770.41 1 6.750 2,963.12 79 6.500 2,963.12 NORTH SALT LAKE UT 84054 2 08/22/01 00 0433245669 05 10/01/01 0 GILMORE545900 O 09/01/16 0 5368337 964/G01 F 283,200.00 ZZ 180 282,286.94 1 1 6.750 2,506.06 80 6.500 2,506.06 LAKE OSWEGO OR 97035 1 08/22/01 00 0433116415 05 10/01/01 0 137717 O 09/01/16 0 5368344 K15/G01 F 25,000.00 ZZ 180 24,923.67 1 7.375 229.98 74 7.125 229.98 NEW ROADS LA 70760 5 08/09/01 00 0433081304 05 10/01/01 0 206805312759 O 09/01/16 0 5368990 964/G01 F 352,000.00 ZZ 180 352,000.00 1 7.000 3,163.88 31 6.750 3,163.88 PLEASANTON CA 94566 2 08/30/01 00 0433192564 05 11/01/01 0 400141167 O 10/01/16 0 5369118 964/G01 F 390,000.00 ZZ 180 390,000.00 1 6.875 3,478.24 26 6.625 3,478.24 FREMONT CA 94539 2 09/04/01 00 0433183670 05 11/01/01 0 142194 O 10/01/16 0 5369181 757/G01 F 331,000.00 ZZ 180 329,932.83 1 6.750 2,929.05 73 6.500 2,929.05 BIG CANOE GA 30143 2 08/24/01 00 0433176211 03 10/01/01 0 1BELLDON O 09/01/16 0 5370179 A52/G01 F 356,000.00 ZZ 120 351,846.18 1 6.875 4,110.56 36 6.625 4,110.56 MARIETTA GA 30064 2 07/25/01 00 0433179405 05 09/01/01 0 1 15336 O 08/01/11 0 5371701 964/G01 F 392,000.00 ZZ 180 390,749.76 2 6.875 3,496.07 70 6.625 3,496.07 BERKELEY CA 94708 1 08/29/01 00 0433160173 05 10/01/01 0 400141203 O 09/01/16 0 5373083 964/G01 F 376,000.00 ZZ 180 374,813.73 1 7.000 3,379.60 31 6.750 3,379.60 TARZANA CA 91356 2 08/22/01 00 0433159381 05 10/01/01 0 138340 O 09/01/16 0 5373822 E22/G01 F 86,000.00 ZZ 180 85,725.72 1 6.875 766.99 54 6.625 766.99 DRIPPING SPRING TX 78620 5 08/13/01 00 0412876435 03 10/01/01 0 0412876435 O 09/01/16 0 5373847 E22/G01 F 157,000.00 ZZ 180 156,515.35 1 7.250 1,433.19 70 7.000 1,433.19 PLANTATION FL 33317 2 08/13/01 00 0412902611 05 10/01/01 0 0412902611 O 09/01/16 0 5374421 J95/J95 F 320,000.00 ZZ 180 309,370.32 1 7.875 3,035.04 72 7.625 3,035.04 UNION CITY TN 38261 1 10/31/00 00 0020113882 05 12/01/00 0 0020113882 O 11/01/15 0 1 5374427 J95/J95 F 397,500.00 ZZ 180 394,984.50 1 7.000 3,572.84 31 6.750 3,572.84 CHARLOTTE NC 28207 2 07/20/01 00 0020178679 05 09/01/01 0 0020178679 O 08/01/16 0 5374430 J95/J95 F 400,000.00 ZZ 180 396,191.94 1 7.000 3,595.31 46 6.750 3,595.31 BEDFORD NH 03110 2 06/20/01 00 0020191771 05 08/01/01 0 0020191771 O 07/01/16 0 5374723 994/X14 F 375,000.00 ZZ 180 371,352.42 1 6.750 3,318.42 45 6.500 3,318.42 FORT SALONGA NY 11768 2 05/30/01 00 1000246454 05 08/01/01 0 1000246454 O 07/01/16 0 5379026 623/G01 F 525,000.00 ZZ 180 519,289.95 1 7.000 4,718.85 60 6.750 4,718.85 OLD TAPPAN NJ 07675 5 06/15/01 00 0433079555 05 08/01/01 0 5344078 O 07/01/16 0 5379037 623/G01 F 307,500.00 ZZ 180 305,532.92 1 6.875 2,742.45 63 6.625 2,742.45 LEONARDTOWN MD 20650 2 07/13/01 00 0433079241 05 09/01/01 0 5364321 O 08/01/16 0 5381079 964/G01 F 400,000.00 ZZ 180 400,000.00 1 7.125 3,623.33 58 6.875 3,623.33 1 SAN RAFAEL CA 94903 2 09/06/01 00 0433220019 05 11/01/01 0 400140373 O 10/01/16 0 5381646 994/994 F 819,500.00 ZZ 180 816,914.52 1 7.000 7,365.90 59 6.750 7,365.90 SAN JUAN CAPIST CA 92675 5 08/27/01 00 618733669 05 10/01/01 0 618733669 O 09/01/16 0 5383017 S11/G01 F 989,500.00 ZZ 180 986,344.11 1 6.875 8,824.90 24 6.625 8,824.90 LAGUNA NIGUEL CA 92677 2 08/22/01 00 0433223146 03 10/01/01 0 10203967 O 09/01/16 0 5384990 E22/G01 F 472,150.00 ZZ 180 469,132.61 1 6.750 4,178.10 50 6.500 4,178.10 NORTH SALT LAKE UT 84054 2 08/07/01 00 0412896896 05 10/01/01 0 0412896896 O 09/01/16 0 5388181 964/G01 F 53,500.00 ZZ 180 53,500.00 1 7.500 495.95 70 7.250 495.95 REEDLEY CA 93654 2 09/10/01 00 0433203403 05 11/01/01 0 142381 O 10/01/16 0 5388693 964/G01 F 571,000.00 ZZ 180 571,000.00 1 6.750 5,052.83 39 6.500 5,052.83 SARATOGA CA 95070 2 08/30/01 00 0433185915 05 11/01/01 0 141200 O 10/01/16 0 1 5389439 975/G01 F 430,000.00 ZZ 180 430,000.00 1 6.625 3,775.37 52 6.375 3,775.37 PASADENA CA 91107 1 09/11/01 00 0433245024 05 11/01/01 0 2013887 O 10/01/16 0 5392272 E86/G01 F 395,000.00 ZZ 180 393,712.65 1 6.625 3,468.08 55 6.375 3,468.08 CLOSTER NJ 07624 1 08/03/01 00 0433129756 05 10/01/01 0 121304 O 09/01/16 0 5394237 624/G01 F 253,200.00 ZZ 180 252,374.79 1 6.625 2,223.08 63 6.375 2,223.08 SAN DIEGO CA 92126 2 08/23/01 00 0433219094 05 10/01/01 0 37020210073F O 09/01/16 0 5396114 E33/G01 F 600,000.00 ZZ 180 598,044.54 1 6.625 5,267.96 48 6.375 5,267.96 LAKE FOREST IL 60045 2 08/15/01 00 0433153582 05 10/01/01 0 PHILLIPS O 09/01/16 0 5399038 642/G01 F 120,000.00 ZZ 180 119,613.11 1 6.750 1,061.89 80 6.500 1,061.89 YAKIMA WA 98902 2 08/24/01 00 0433191244 05 10/01/01 0 06184601 O 09/01/16 0 5400152 U62/G01 F 326,200.00 ZZ 180 325,148.31 1 1 6.750 2,886.57 65 6.500 2,886.57 FAIRFAX VA 22030 2 08/25/01 00 0433150729 03 10/01/01 0 2001287656 O 09/01/16 0 5401616 D03/D03 F 600,000.00 ZZ 180 598,065.54 1 6.750 5,309.46 66 6.500 5,309.46 MENLO PARK CA 94025 5 08/23/01 00 1103865 05 10/01/01 0 1103865 O 09/01/16 0 5402384 964/G01 F 325,000.00 ZZ 180 325,000.00 1 6.750 2,875.96 59 6.500 2,875.96 FREMONT CA 94536 2 09/10/01 00 0433189511 03 11/01/01 0 400142514 O 10/01/16 0 5404146 964/G01 F 308,000.00 ZZ 180 307,006.98 1 6.750 2,725.52 80 6.500 2,725.52 SUMNER WA 98390 2 08/27/01 00 0433183332 05 10/01/01 0 141370 O 09/01/16 0 5405253 E84/G01 F 650,000.00 ZZ 180 645,930.90 1 7.125 5,887.90 54 6.875 5,887.90 ARLINGTON VA 22207 1 08/01/01 00 0433102530 09 09/01/01 0 70304861 O 08/01/16 0 5405264 E84/G01 F 665,000.00 ZZ 180 660,836.98 1 7.125 6,023.78 57 6.875 6,023.78 PASADENA CA 91105 2 07/10/01 00 0433102605 05 09/01/01 0 1 12051434 O 08/01/16 0 5405277 E84/G01 F 340,000.00 ZZ 180 337,760.40 1 7.000 3,056.02 76 6.750 3,056.02 WHEATON IL 60187 2 07/10/01 00 0433116134 05 09/01/01 0 11007076 O 08/01/16 0 5405289 E84/G01 F 363,000.00 ZZ 180 360,727.56 1 7.125 3,288.17 66 6.875 3,288.17 CHICAGO IL 60610 5 07/12/01 00 0433102548 08 09/01/01 0 11007237 O 08/01/16 0 5407405 E22/G01 F 366,000.00 ZZ 180 364,819.98 1 6.750 3,238.77 71 6.500 3,238.77 BETHLEHEM TOWNS NJ 08827 2 08/17/01 00 0412852428 05 10/01/01 0 0412852428 O 09/01/16 0 5411304 956/G01 F 391,000.00 ZZ 180 389,739.38 1 6.750 3,460.00 33 6.500 3,460.00 BURR RIDGE IL 60521 2 08/10/01 00 0433150703 03 10/01/01 0 2311050062 O 09/01/16 0 5413075 E44/G01 F 424,000.00 ZZ 180 422,647.71 1 6.875 3,781.46 80 6.625 3,781.46 SALT LAKE CITY UT 84121 2 08/27/01 00 0433218716 05 10/01/01 0 47010197 O 09/01/16 0 1 5413403 405/405 F 415,000.00 ZZ 180 412,402.03 1 7.125 3,759.20 51 6.625 3,759.20 ST CHARLES IL 60174 2 07/11/01 00 0012136388 03 09/01/01 0 0012136388 O 08/01/16 0 5413404 405/405 F 356,250.00 ZZ 180 353,995.53 1 7.000 3,202.08 75 6.500 3,202.08 DALLAS TX 75209 1 07/10/01 00 0012297107 05 09/01/01 0 0012297107 O 08/01/16 0 5413405 405/405 F 375,000.00 ZZ 180 372,522.49 1 6.500 3,266.66 58 6.250 3,266.66 MISSION VIEJO CA 92692 1 07/25/01 00 0017521527 03 09/01/01 0 0017521527 O 08/01/16 0 5413406 405/405 F 560,000.00 ZZ 180 455,844.73 1 6.875 4,994.39 80 6.500 4,994.39 ARLINGTON TX 76017 2 08/01/01 00 0017537747 05 09/01/01 0 0017537747 O 08/01/16 0 5413407 405/405 F 498,000.00 ZZ 180 494,814.28 1 6.875 4,441.44 29 6.500 4,441.44 SAN JOSE CA 95138 2 07/19/01 00 0017550070 05 09/01/01 0 0017550070 O 08/01/16 0 5413408 405/405 F 500,000.00 ZZ 180 496,801.49 1 6.875 4,459.27 38 6.500 4,459.27 1 MILL VALLEY CA 94941 2 07/02/01 00 0017552241 05 09/01/01 0 0017552241 O 08/01/16 0 5413409 405/405 F 480,000.00 ZZ 180 476,843.72 1 6.750 4,247.57 37 6.500 4,247.57 NOVATO CA 94947 5 07/11/01 00 0017580606 05 09/01/01 0 0017580606 O 08/01/16 0 5413410 405/405 F 400,000.00 ZZ 180 397,385.51 1 6.625 3,511.98 45 6.375 3,511.98 SUNNYVALE CA 94087 2 07/09/01 00 0017581331 05 09/01/01 0 0017581331 O 08/01/16 0 5413411 405/405 F 465,000.00 ZZ 180 462,089.02 1 7.125 4,212.12 37 6.625 4,212.12 OAKLAND CA 94611 5 07/16/01 00 0017587908 05 09/01/01 0 0017587908 O 08/01/16 0 5413412 405/405 F 410,065.00 ZZ 180 396,995.00 1 6.750 3,628.71 30 6.500 3,628.71 LONG BEACH CA 90803 2 07/26/01 00 0017594490 05 09/01/01 0 0017594490 O 08/01/16 0 5413414 405/405 F 518,000.00 ZZ 180 515,929.91 1 6.750 4,583.84 76 6.500 4,583.84 SEDALIA CO 80135 2 07/30/01 00 0017596131 03 10/01/01 0 0017596131 O 09/01/16 0 1 5413415 405/405 F 458,000.00 ZZ 180 455,038.41 1 6.750 4,052.89 52 6.500 4,052.89 SAN JOSE CA 95125 2 07/19/01 00 0017596636 05 09/01/01 0 0017596636 O 08/01/16 0 5413417 405/405 F 320,000.00 ZZ 180 317,930.76 1 6.750 2,831.72 50 6.500 2,831.72 SAN FRANCISCO CA 94131 1 07/19/01 00 0017645862 05 09/01/01 0 0017645862 O 08/01/16 0 5413418 405/405 F 393,750.00 ZZ 180 391,285.04 1 7.125 3,566.72 75 6.625 3,566.72 SAN FRANCISCO CA 94132 1 07/24/01 00 0017651845 01 09/01/01 0 0017651845 O 08/01/16 0 5413419 405/405 F 400,000.00 ZZ 180 397,441.19 1 6.875 3,567.42 39 6.500 3,567.42 LOS ANGELES CA 90049 1 07/30/01 00 0017654740 05 09/01/01 0 0017654740 O 08/01/16 0 5413420 405/405 F 315,000.00 ZZ 180 308,614.98 1 7.125 2,853.37 47 6.625 2,853.37 FULLERTON CA 92835 2 07/30/01 00 0017657123 03 09/01/01 0 0017657123 O 08/01/16 0 5413421 405/405 F 570,000.00 ZZ 180 568,182.06 1 1 6.875 5,083.57 48 6.500 5,083.57 FREMONT CA 94539 1 08/01/01 00 0017670712 05 10/01/01 0 0017670712 O 09/01/16 0 5413422 405/405 F 565,000.00 ZZ 180 559,482.44 1 6.750 4,999.74 55 6.500 4,999.74 BEVERLY HILLS CA 90212 2 07/10/01 00 0019860667 05 09/01/01 0 0019860667 O 08/01/16 0 5413423 405/405 F 627,600.00 ZZ 180 621,495.44 1 6.750 5,553.70 74 6.500 5,553.70 AUSTIN TX 78730 2 06/28/01 00 0012274007 03 08/01/01 0 0012274007 O 07/01/16 0 5413424 405/405 F 414,000.00 ZZ 180 411,351.63 1 6.875 3,692.28 56 6.500 3,692.28 HUNTINGTON BEAC CA 92648 1 07/01/01 00 0012275665 03 09/01/01 0 0012275665 O 08/01/16 0 5413425 405/405 F 522,000.00 ZZ 180 515,848.62 1 7.125 4,728.44 44 6.500 4,728.44 INDIAN WELLS CA 92210 2 07/20/01 00 0017265075 05 09/01/01 0 0017265075 O 08/01/16 0 5413426 405/405 F 650,000.00 ZZ 180 645,886.59 1 7.000 5,842.39 44 6.500 5,842.39 LOS ANGELES CA 90049 2 07/20/01 00 0017437708 05 09/01/01 0 1 0017437708 O 08/01/16 0 5413428 405/405 F 356,000.00 ZZ 180 353,524.02 1 6.625 3,125.66 55 6.375 3,125.66 SAN FRANCISCO CA 94127 5 07/13/01 00 0017507740 05 09/01/01 0 0017507740 O 08/01/16 0 5413429 405/405 F 158,400.00 T 180 156,891.98 1 7.000 1,423.75 80 6.500 1,423.75 BOYNTON BEACH FL 33437 1 06/25/01 00 0017543760 03 08/01/01 0 0017543760 O 07/01/16 0 5413430 405/405 F 301,000.00 ZZ 180 299,095.16 1 7.000 2,705.48 49 6.500 2,705.48 SAN FRANCISCO CA 94115 2 07/11/01 00 0017546391 01 09/01/01 0 0017546391 O 08/01/16 0 5413431 405/405 F 701,250.00 ZZ 180 696,954.44 1 7.375 6,450.97 75 6.625 6,450.97 BURBANK CA 91504 2 07/24/01 00 0017576042 03 09/01/01 0 0017576042 O 08/01/16 0 5413433 405/405 F 700,000.00 ZZ 180 695,015.07 1 6.875 6,242.98 72 6.500 6,242.98 PASADENA CA 91106 1 07/24/01 00 0017591678 05 09/01/01 0 0017591678 O 08/01/16 0 1 5413434 405/405 F 300,000.00 ZZ 180 298,101.50 1 7.000 2,696.49 49 6.500 2,696.49 SANTA CLARA CA 95051 2 07/30/01 00 0017595562 03 09/01/01 0 0017595562 O 08/01/16 0 5413435 405/405 F 560,000.00 ZZ 180 556,494.30 1 7.125 5,072.66 38 6.500 5,072.66 LOS ANGELES CA 90068 2 07/20/01 00 0017596511 05 09/01/01 0 0017596511 O 08/01/16 0 5413437 405/405 F 313,000.00 ZZ 180 311,082.70 1 7.375 2,879.36 63 6.625 2,879.36 REDONDO BEACH CA 90277 5 07/26/01 00 0017612557 01 09/01/01 0 0017612557 O 08/01/16 0 5413438 405/405 F 374,000.00 ZZ 180 371,607.50 1 6.875 3,335.54 70 6.500 3,335.54 SHINGLE SPRINGS CA 95682 5 07/23/01 00 0017615105 05 09/01/01 0 0017615105 O 08/01/16 0 5413439 405/405 F 425,000.00 ZZ 180 422,251.81 1 6.750 3,760.87 51 6.500 3,760.87 LAGUNA HILLS CA 92653 5 07/27/01 00 0017660689 05 09/01/01 0 0017660689 O 08/01/16 0 5413476 964/G01 F 358,500.00 ZZ 180 358,500.00 1 6.875 3,197.30 42 6.625 3,197.30 1 SUNNYVALE CA 94087 2 09/07/01 00 0433194305 05 11/01/01 0 142233 O 10/01/16 0 5413626 Q41/G01 F 608,000.00 ZZ 180 606,060.86 1 6.875 5,422.47 80 6.625 5,422.47 FRISCO TX 75034 2 08/27/01 00 0433176898 05 10/01/01 0 52000059 O 09/01/16 0 5416006 956/G01 F 356,000.00 ZZ 180 354,852.22 1 6.750 3,150.28 80 6.500 3,150.28 PORTLAND OR 97225 2 08/01/01 00 0433162336 05 10/01/01 0 1111070753 O 09/01/16 0 5416057 Q51/G01 F 630,000.00 ZZ 180 628,055.21 1 7.250 5,751.04 70 7.000 5,751.04 ARCADIA CA 91006 1 08/09/01 00 0433188455 05 10/01/01 0 0484049W107170 O 09/01/16 0 5419653 025/025 F 500,000.00 ZZ 180 493,566.23 1 6.875 4,459.27 46 6.625 4,459.27 GRAND RAPIDS MI 49525 2 05/07/01 00 0139007447 05 07/01/01 0 0139007447 O 06/01/16 0 5421590 025/025 F 302,000.00 ZZ 180 288,840.41 1 6.500 2,630.74 60 6.250 2,630.75 AUSTIN TX 78737 2 04/06/01 00 138986161 05 06/01/01 0 138986161 O 05/01/16 0 1 5424193 964/G01 F 320,000.00 ZZ 180 320,000.00 1 6.875 2,853.94 80 6.625 2,853.94 PORTERVILLE CA 93257 2 08/31/01 00 0433185527 05 11/01/01 0 139858 O 10/01/16 0 5425114 025/025 F 449,000.00 ZZ 180 443,097.96 1 6.625 3,942.20 49 6.375 3,942.20 THE WOODLANDS TX 77381 2 06/01/01 00 0139204481 03 07/01/01 0 0139204481 O 06/01/16 0 5425117 025/025 F 440,000.00 ZZ 180 434,398.49 1 7.000 3,954.85 50 6.750 3,954.85 RICHMOND VA 23226 1 05/31/01 00 0138294863 05 07/01/01 0 0138294863 O 06/01/16 0 5425121 025/025 F 650,000.00 ZZ 180 643,677.59 1 6.750 5,751.91 52 6.500 5,751.91 ATLANTA GA 30327 2 06/05/01 00 0025647231 05 08/01/01 0 0025647231 O 07/01/16 0 5425122 025/025 F 353,800.00 ZZ 180 349,198.63 1 6.750 3,130.81 28 6.500 3,130.81 JACKSONVILLE FL 32207 2 05/18/01 00 0025510371 05 07/01/01 0 0025510371 O 06/01/16 0 5425124 025/025 F 487,000.00 ZZ 180 480,666.27 1 1 6.750 4,309.51 59 6.500 4,309.51 PETERSBURG FL 33704 2 05/18/01 00 0025765074 05 07/01/01 0 0025765074 O 06/01/16 0 5425154 025/025 F 408,000.00 ZZ 180 402,693.72 1 6.750 3,610.43 58 6.500 3,610.43 TERRA CEIA FL 34250 2 05/18/01 00 0021317011 05 07/01/01 0 0021317011 O 06/01/16 0 5425155 025/025 F 365,000.00 ZZ 180 360,202.14 1 6.625 3,204.68 50 6.375 3,204.68 FREDERICK MD 21704 2 05/26/01 00 0137568812 05 07/01/01 0 0137568812 O 06/01/16 0 5425200 025/025 F 360,000.00 ZZ 180 354,068.46 1 6.625 3,160.78 65 6.375 3,160.78 SPIRIT LAKE IA 51360 2 04/21/01 00 0138779145 05 06/01/01 0 0138779145 O 05/01/16 0 5425457 975/G01 F 298,000.00 ZZ 180 297,059.82 1 7.000 2,678.51 79 6.750 2,678.51 (NORTHRIDGE ARE CA 91325 2 08/17/01 00 0433176120 05 10/01/01 0 2013748 O 09/01/16 0 5428008 E22/G01 F 375,000.00 ZZ 180 373,737.78 1 6.250 3,215.34 50 6.000 3,215.34 YORK HARBOR ME 03911 1 08/22/01 00 0412883357 05 10/01/01 0 1 0412883357 O 09/01/16 0 5428223 E82/G01 F 145,100.00 ZZ 180 144,652.09 1 7.250 1,324.56 61 7.000 1,324.56 ALTAMONT MO 64640 2 08/21/01 00 0400471843 05 10/01/01 0 3640140 O 09/01/16 0 5433992 994/994 F 650,000.00 ZZ 180 639,579.71 1 7.250 5,933.61 69 7.000 5,933.61 NEWPORT BEACH CA 92660 2 04/20/01 00 618155962 03 06/01/01 0 618155962 O 05/01/16 0 5437321 356/G01 F 450,000.00 ZZ 180 450,000.00 1 7.000 4,044.73 70 6.750 4,044.73 SAN JOSE CA 95133 2 08/31/01 00 0433231438 05 11/01/01 0 2895191 O 10/01/16 0 5439091 E22/G01 F 80,000.00 ZZ 180 79,753.04 1 7.250 730.29 51 7.000 730.29 CARROLLTON TX 75007 5 08/17/01 00 0412894776 05 10/01/01 0 0412894776 O 09/01/16 0 5439104 E22/G01 F 600,000.00 ZZ 180 598,086.37 1 6.875 5,351.13 48 6.625 5,351.13 DALLAS TX 75220 5 08/17/01 00 0412907404 05 10/01/01 0 0412907404 O 09/01/16 0 1 5439111 E22/G01 F 179,350.00 ZZ 180 178,765.48 1 6.625 1,574.68 85 6.375 1,574.68 LITTLETON CO 80123 2 08/22/01 04 0412913261 05 10/01/01 6 0412913261 O 09/01/16 0 5440290 E33/G01 F 340,000.00 ZZ 180 338,891.90 1 6.625 2,985.18 69 6.375 2,985.18 LAKE FOREST IL 60045 5 08/17/01 00 0433148921 05 10/01/01 0 1 O 09/01/16 0 5440394 K68/G01 F 550,000.00 ZZ 180 548,207.49 1 6.625 4,828.97 61 6.375 4,828.97 JACKSON MS 39211 2 08/31/01 00 0433227097 03 10/01/01 0 1206440 O 09/01/16 0 5449248 964/G01 F 395,600.00 ZZ 180 395,600.00 1 6.750 3,500.70 30 6.500 3,500.70 SAN RAFAEL CA 94901 2 09/06/01 00 0433186228 05 11/01/01 0 141129 O 10/01/16 0 5453256 356/G01 F 330,000.00 ZZ 180 330,000.00 1 6.750 2,920.21 49 6.500 2,920.21 CUPERTINO CA 95014 5 09/05/01 00 0433239753 05 11/01/01 0 2894715 O 10/01/16 0 5454239 356/G01 F 320,000.00 ZZ 180 320,000.00 1 6.750 2,831.72 48 6.500 2,831.72 1 SAN JOSE CA 95129 2 09/04/01 00 0433238086 05 11/01/01 0 28851087 O 10/01/16 0 5457093 356/G01 F 530,000.00 ZZ 180 530,000.00 1 6.375 4,580.53 75 6.125 4,580.53 DANVILLE CA 94506 2 09/11/01 00 0433241478 05 11/01/01 0 28850741 O 10/01/16 0 5459386 E22/G01 F 410,000.00 ZZ 180 408,706.47 1 7.000 3,685.20 49 6.750 3,685.20 LIVINGSTON NJ 07039 5 08/24/01 00 0412847295 05 10/01/01 0 0412847295 O 09/01/16 0 5459394 E22/G01 F 148,000.00 ZZ 180 147,522.83 1 6.750 1,309.67 74 6.500 1,309.67 NORTH HOLLYWOOD CA 91606 2 08/20/01 00 0412864159 05 10/01/01 0 0412864159 O 09/01/16 0 5460896 964/G01 F 380,000.00 ZZ 180 380,000.00 1 6.875 3,389.05 47 6.625 3,389.05 BOULDER CREEK CA 95006 2 09/05/01 00 0433188737 05 11/01/01 0 141488 O 10/01/16 0 5462115 A06/G01 F 550,000.00 ZZ 180 550,000.00 1 6.750 4,867.00 46 6.500 4,867.00 FARMINGTON HILL MI 48334 5 09/20/01 00 0433224946 05 11/01/01 0 021000020142337 O 10/01/16 0 1 5462159 U05/G01 F 250,000.00 ZZ 180 250,000.00 1 6.625 2,194.98 57 6.375 2,194.98 PLANO TX 75093 5 09/17/01 00 0433227576 03 11/01/01 0 3165342 O 10/01/16 0 5467612 H58/G01 F 431,000.00 ZZ 180 431,000.00 1 6.875 3,843.90 64 6.625 3,843.90 CARMICHAEL CA 95608 2 09/13/01 00 0433235801 05 11/01/01 0 0000074792 O 10/01/16 0 5468018 964/G01 F 400,000.00 ZZ 180 400,000.00 1 6.625 3,511.98 34 6.375 3,511.98 LOS ANGELES CA 90069 2 09/13/01 00 0433193588 05 11/01/01 0 142973 O 10/01/16 0 5468477 L60/F27 F 65,000.00 ZZ 180 63,777.77 1 7.250 593.36 40 7.000 593.36 CHAMBLEE GA 30341 5 03/26/01 00 6990321459 05 05/01/01 0 6990321459 O 04/01/16 0 5468497 L60/F27 F 170,000.00 ZZ 180 167,765.38 1 6.625 1,492.59 40 6.375 1,492.59 HUNTERSVILLE NC 28078 2 05/30/01 00 6610452300 05 07/01/01 0 6610452300 O 06/01/16 0 5468508 L60/F27 F 291,500.00 ZZ 180 289,675.16 1 1 7.125 2,640.50 78 6.875 2,640.50 LUMBERTON NC 28358 2 07/13/01 00 6610747920 05 09/01/01 0 6610747920 O 08/01/16 0 5468516 L60/F27 F 304,000.00 ZZ 180 301,191.90 1 7.000 2,732.44 80 6.750 2,732.44 EFFINGHAM SC 29541 2 07/19/01 00 6610740780 05 09/01/01 0 6610740780 O 08/01/16 0 5468528 L60/F27 F 313,500.00 ZZ 180 309,466.03 1 6.875 2,795.96 94 6.625 2,795.96 CHARLOTTE NC 28277 2 05/16/01 01 6610706574 05 07/01/01 25 6610706574 O 06/01/16 0 5468529 L60/F27 F 314,000.00 ZZ 180 309,959.60 1 6.875 2,800.42 70 6.625 2,800.42 GREENSBORO NC 27410 5 05/25/01 00 6610725684 05 07/01/01 0 6610725684 O 06/01/16 0 5468539 L60/F27 F 330,000.00 ZZ 180 326,595.76 1 7.000 2,966.13 78 6.750 2,966.13 CLEMMONS NC 27012 2 06/25/01 00 6610700444 05 08/01/01 0 6610700444 O 07/01/16 0 5468562 L60/F27 F 371,000.00 ZZ 180 368,702.56 1 7.250 3,386.72 75 7.000 3,386.72 ARLINGTON VA 22207 5 07/06/01 00 6960189262 05 09/01/01 0 1 6960189262 O 08/01/16 0 5468568 L60/F27 F 400,000.00 ZZ 180 396,150.78 1 6.875 3,567.42 34 6.625 3,567.42 ROUGEMONT NC 27572 5 06/19/01 00 6610716731 05 08/01/01 0 6610716731 O 07/01/16 0 5468572 L60/F27 F 410,000.00 ZZ 180 406,096.72 1 7.000 3,685.20 80 6.750 3,685.20 RICHMOND VA 23226 2 06/25/01 00 6920080500 05 08/01/01 0 6920080500 O 07/01/16 0 5468574 L60/F27 F 420,000.00 ZZ 180 412,542.62 1 6.750 3,716.62 72 6.500 3,716.62 MIDLOTHIAN VA 23113 1 04/23/01 00 6990319829 03 06/01/01 0 6990319829 O 05/01/16 0 5468589 L60/F27 F 450,000.00 ZZ 180 445,715.92 1 7.000 4,044.73 80 6.750 4,044.73 DULUTH GA 30097 1 06/15/01 00 6960176616 05 08/01/01 0 6960176616 O 07/01/16 0 5468592 L60/F27 F 460,000.00 ZZ 180 452,547.57 1 6.875 4,102.53 66 6.625 4,102.53 CHAPEL HILL NC 27514 2 06/22/01 00 6610732184 05 08/01/01 0 6610732184 O 07/01/16 0 1 5468606 L60/F27 F 500,000.00 ZZ 180 495,188.48 1 6.875 4,459.27 80 6.625 4,459.27 CHARLESTON WV 25314 2 06/25/01 00 6920088803 05 08/01/01 0 6920088803 O 07/01/16 0 5468611 L60/F27 F 520,000.00 ZZ 180 514,996.03 1 6.875 4,637.64 80 6.625 4,637.64 WAXHAW NC 28173 1 06/15/01 00 6610724599 05 08/01/01 0 6610724599 O 07/01/16 0 5468619 L60/F27 F 550,400.00 ZZ 180 545,103.46 1 6.875 4,908.77 80 6.625 4,908.77 SUMMERFIELD NC 27358 2 06/20/01 00 6610750964 05 08/01/01 0 6610750964 O 07/01/16 0 5469928 356/G01 F 545,000.00 ZZ 180 545,000.00 1 6.875 4,860.61 34 6.625 4,860.61 SARATOGA CA 95070 2 09/07/01 00 0433238219 05 11/01/01 0 28851186 O 10/01/16 0 5471443 E82/G01 F 348,000.00 ZZ 180 346,878.02 1 6.750 3,079.48 81 6.500 3,079.48 ALEXANDRIA VA 22307 2 08/27/01 04 0400473575 05 10/01/01 6 0400473575 O 09/01/16 0 5473289 076/076 F 396,500.00 ZZ 180 392,684.46 1 6.875 3,536.20 63 6.625 3,536.20 1 CRANBERRY TOWNS PA 16066 2 06/29/01 00 5171323 05 08/01/01 0 5171323 O 07/01/16 0 5473290 076/076 F 342,000.00 ZZ 180 339,927.76 1 7.500 3,170.39 76 7.250 3,170.39 BALTIMORE MD 21212 2 07/20/01 00 5381025 05 09/01/01 0 5381025 O 08/01/16 0 5473291 076/076 F 500,000.00 ZZ 180 496,801.49 1 6.875 4,459.27 56 6.625 4,459.27 NAPLES FL 34102 5 08/01/01 00 5396725 05 09/01/01 0 5396725 O 08/01/16 0 5473292 076/076 F 458,250.00 ZZ 180 454,653.69 1 7.375 4,215.55 75 7.125 4,215.55 NOVI MI 48374 5 07/23/01 00 5557514 05 09/01/01 0 5557514 O 08/01/16 0 5476935 956/G01 F 413,000.00 ZZ 180 411,682.79 1 6.875 3,683.36 52 6.625 3,683.36 SEBASTOPOL CA 95472 2 08/17/01 00 0433201902 05 10/01/01 0 811080129 O 09/01/16 0 5477839 286/286 F 323,750.00 ZZ 180 321,701.20 1 7.000 2,909.96 80 6.750 2,909.96 MESA AZ 85207 1 07/11/01 00 310766 03 09/01/01 0 310766 O 08/01/16 0 1 5477840 286/286 F 380,000.00 ZZ 120 375,535.84 1 6.750 4,363.32 62 6.500 4,363.32 OCEAN RIDGE FL 33435 2 07/19/01 00 315575 05 09/01/01 0 315575 O 08/01/11 0 5477841 286/286 F 400,000.00 ZZ 180 396,191.91 1 7.000 3,595.32 51 6.750 3,595.32 CHERRY HILLS VI CO 80110 2 06/21/01 00 322081 05 08/01/01 0 322081 O 07/01/16 0 5477842 286/286 F 396,000.00 T 180 392,610.14 1 7.000 3,559.36 80 6.750 3,559.36 GALVESTON TX 77554 1 07/11/01 00 339833 03 09/01/01 0 339833 O 08/01/16 0 5477843 286/286 F 620,000.00 ZZ 180 615,963.68 1 6.750 5,486.44 80 6.500 5,486.44 BELLAIRE TX 77401 2 07/09/01 00 340113 05 09/01/01 0 340113 O 08/01/16 0 5477844 286/286 F 436,000.00 ZZ 180 433,240.84 1 7.000 3,918.90 80 6.750 3,918.90 PLANO TX 75093 1 07/16/01 00 340171 03 09/01/01 0 340171 O 08/01/16 0 5477846 286/286 F 443,000.00 ZZ 180 440,196.56 1 1 7.000 3,981.81 71 6.750 3,981.81 GLENDALE MO 63122 2 07/13/01 00 388945 05 09/01/01 0 388945 O 08/01/16 0 5477847 286/286 F 355,000.00 ZZ 180 352,603.97 1 6.250 3,043.86 51 6.000 3,043.86 ROCKVILLE MD 20852 2 07/19/01 00 397123 05 09/01/01 0 397123 O 08/01/16 0 5477848 286/286 F 436,000.00 ZZ 180 433,270.56 1 7.125 3,949.43 57 6.875 3,949.43 OCEAN TWP. NJ 07712 2 07/13/01 00 406246 05 09/01/01 0 406246 O 08/01/16 0 5477849 286/286 F 318,500.00 ZZ 180 316,484.44 1 7.000 2,862.77 75 6.750 2,862.77 MARSHFIELD MA 02050 5 07/19/01 00 423161 05 09/01/01 0 423161 O 08/01/16 0 5477851 286/286 F 490,000.00 ZZ 180 486,831.49 1 6.750 4,336.06 52 6.500 4,336.06 ST ALBANS MO 63073 2 07/17/01 00 434900 03 09/01/01 0 434900 O 08/01/16 0 5477852 286/286 F 600,000.00 ZZ 180 589,949.81 1 6.750 5,309.46 80 6.500 5,309.46 MOBILE AL 36695 1 04/17/01 00 439001 03 06/01/01 0 1 439001 O 05/01/16 0 5477853 286/286 F 495,999.00 T 180 492,960.71 1 7.375 4,562.82 66 7.125 4,562.82 CHEBOYGAN MI 49721 2 07/16/01 00 446643 05 09/01/01 0 446643 O 08/01/16 0 5477854 286/286 F 475,000.00 ZZ 180 472,026.42 1 7.125 4,302.70 69 6.875 4,302.70 ZIONSVILLE IN 46077 1 07/13/01 00 447653 03 09/01/01 0 447653 O 08/01/16 0 5477855 286/286 F 400,000.00 ZZ 180 397,413.47 1 6.750 3,539.64 64 6.500 3,539.64 LEXINGTON KY 40513 5 07/19/01 00 449164 05 09/01/01 0 449164 O 08/01/16 0 5477857 286/286 F 404,000.00 ZZ 180 401,415.58 1 6.875 3,603.10 80 6.625 3,603.10 YARDLEY PA 19067 1 07/16/01 00 451530 05 09/01/01 0 451530 O 08/01/16 0 5477858 286/286 F 626,250.00 T 180 622,200.46 1 6.750 5,541.75 75 6.500 5,541.75 SAN FRANCISCO CA 94109 1 07/13/01 00 451915 01 09/01/01 0 451915 O 08/01/16 0 1 5477859 286/286 F 380,700.00 ZZ 180 378,316.76 1 7.125 3,448.50 52 6.875 3,448.50 MCLEAN VA 22101 2 07/13/01 00 475637 05 09/01/01 0 475637 O 08/01/16 0 5477860 286/286 F 326,800.00 ZZ 180 323,688.81 1 7.000 2,937.37 32 6.750 2,937.37 SAN MATEO CA 94402 2 06/16/01 00 9834338 05 08/01/01 0 9834338 O 07/01/16 0 5477861 286/286 F 340,000.00 ZZ 180 338,903.81 1 6.750 3,008.69 55 6.500 3,008.69 CASTRO VALLEY CA 94552 5 08/07/01 00 9838179 05 10/01/01 0 9838179 O 09/01/16 0 5477862 286/286 F 429,000.00 ZZ 180 424,915.85 1 7.000 3,855.97 75 6.750 3,855.97 CARLSBAD CA 92009 1 06/14/01 00 9843942 03 08/01/01 0 9843942 O 07/01/16 0 5477866 286/286 F 455,000.00 ZZ 180 445,375.58 1 6.875 4,057.94 38 6.625 4,057.94 HILLSBORO OR 97123 2 06/18/01 00 9861562 05 08/01/01 0 9861562 O 07/01/16 0 5477869 286/286 F 650,000.00 ZZ 180 645,886.61 1 7.000 5,842.38 79 6.750 5,842.38 1 LA VERNE CA 91750 1 07/03/01 00 9868300 03 09/01/01 0 9868300 O 08/01/16 0 5477870 286/286 F 360,000.00 T 180 357,694.19 1 7.375 3,311.72 69 7.125 3,311.72 SEA RANCH CA 95497 2 07/03/01 00 9868566 03 09/01/01 0 9868566 O 08/01/16 0 5477872 286/286 F 445,000.00 ZZ 180 443,626.30 1 7.250 4,062.24 70 7.000 4,062.24 DUBLIN CA 94568 5 08/02/01 00 9871713 05 10/01/01 0 9871713 O 09/01/16 0 5477873 286/286 F 320,000.00 ZZ 180 318,990.42 1 7.000 2,876.25 80 6.750 2,876.25 FORNEY TX 75126 1 08/15/01 00 9876904 05 10/01/01 0 9876904 O 09/01/16 0 5477875 286/286 F 340,000.00 ZZ 180 338,903.81 1 6.750 3,008.69 54 6.500 3,008.69 SAN FRANCISCO CA 94132 1 08/08/01 00 9881964 05 10/01/01 0 9881964 O 09/01/16 0 5479332 757/G01 F 356,000.00 T 180 356,000.00 1 6.750 3,150.28 80 6.500 3,150.28 CHARLESTON SC 29401 1 09/12/01 00 0433237146 05 11/01/01 0 1000399095 O 10/01/16 0 1 5483383 E22/G01 F 375,000.00 ZZ 180 373,803.99 1 6.875 3,344.45 63 6.625 3,344.45 SAN DIEGO CA 92109 5 08/22/01 00 0412897597 05 10/01/01 0 0412897597 O 09/01/16 0 5483613 F97/F97 F 560,000.00 ZZ 180 556,532.17 1 7.250 5,112.03 60 7.000 5,112.03 CHICAGO IL 60615 5 07/19/01 00 8000087600 05 09/01/01 0 8000087600 O 08/01/16 0 5487386 964/G01 F 350,000.00 ZZ 180 350,000.00 1 6.750 3,097.18 55 6.500 3,097.18 SAN JOSE CA 95129 2 09/10/01 00 0433203445 05 11/01/01 0 400142513 O 10/01/16 0 5489866 E33/G01 F 321,000.00 ZZ 180 319,942.50 1 6.500 2,796.25 37 6.250 2,796.25 LAKE BLUFF IL 60044 2 08/27/01 00 0433194503 05 10/01/01 0 VOTTERO O 09/01/16 0 5490403 R65/G01 F 302,000.00 ZZ 180 302,000.00 1 6.750 2,672.43 76 6.500 2,672.43 SCOTTSDALE AZ 85255 2 09/14/01 00 0433198710 05 11/01/01 0 20014437 O 10/01/16 0 5490917 E85/G01 F 850,000.00 ZZ 180 850,000.00 1 1 6.875 7,580.76 57 6.625 7,580.76 OAKLAND CA 94705 2 09/10/01 00 0433237773 05 11/01/01 0 2000159 O 10/01/16 0 5492052 964/G01 F 399,950.00 ZZ 180 399,950.00 1 6.875 3,566.98 45 6.625 3,566.98 SAN JOSE CA 95135 2 09/13/01 00 0433208360 05 11/01/01 0 400142353 O 10/01/16 0 5492197 944/G01 F 415,000.00 ZZ 180 415,000.00 1 6.625 3,643.68 56 6.375 3,643.68 SAN JOSE CA 95120 5 09/07/01 00 0433247285 05 11/01/01 0 R00091375 O 10/01/16 0 5492694 964/G01 F 399,950.00 ZZ 180 399,950.00 1 6.875 3,566.98 68 6.625 3,566.98 GRANITE BAY CA 95746 2 09/11/01 00 0433223237 05 11/01/01 0 143322 O 10/01/16 0 5493189 E87/G01 F 416,500.00 ZZ 180 416,500.00 1 6.500 3,628.16 56 6.250 3,628.16 WEST HILLS CA 91307 2 09/07/01 00 0433201811 05 11/01/01 0 70003721 O 10/01/16 0 5494413 E22/G01 F 384,300.00 ZZ 180 383,074.32 1 6.875 3,427.40 27 6.625 3,427.40 SAN FRANCISCO CA 94116 2 08/27/01 00 0412961872 05 10/01/01 0 1 0412961872 O 09/01/16 0 5494662 E82/G01 F 602,000.00 ZZ 180 600,100.72 1 7.000 5,410.95 77 6.750 5,410.95 LOS ALAMITOS AR CA 90720 2 08/29/01 00 0400476495 05 10/01/01 0 3252226 O 09/01/16 0 5495092 N47/G01 F 1,000,000.00 ZZ 180 1,000,000.00 1 7.250 9,128.63 52 7.000 9,128.63 BEVERLY HILLS CA 90210 1 09/04/01 00 0433190352 05 11/01/01 0 30311044 O 10/01/16 0 5503596 964/G01 F 350,000.00 ZZ 180 350,000.00 1 6.375 3,024.88 62 6.125 3,024.88 SAN DIEGO CA 92127 2 09/11/01 00 0433213402 03 11/01/01 0 122652 O 10/01/16 0 5506484 E22/G01 F 390,600.00 ZZ 180 389,354.23 1 6.875 3,483.58 79 6.625 3,483.58 REDMOND WA 98053 2 08/24/01 00 0412909111 05 10/01/01 0 0412909111 O 09/01/16 0 5507940 E86/G01 F 399,000.00 ZZ 180 399,000.00 1 6.875 3,558.50 70 6.625 3,558.50 MORGANVILLE NJ 07751 5 09/24/01 00 0433239522 05 11/01/01 0 0000133473 O 10/01/16 0 1 5510807 721/G01 F 410,000.00 ZZ 180 407,488.51 1 7.375 3,771.69 76 7.125 3,771.69 EL CAJON CA 92019 2 07/18/01 00 0433149556 05 09/01/01 0 7884065007 O 08/01/16 0 5511136 721/G01 F 600,000.00 ZZ 180 596,161.78 1 6.875 5,351.13 69 6.625 5,351.13 PORTLAND OR 97210 1 07/06/01 00 0433147527 01 09/01/01 0 7884089527 O 08/01/16 0 5511286 721/G01 F 500,000.00 ZZ 180 496,835.83 1 7.000 4,494.15 50 6.750 4,494.15 BELLEVUE WA 98004 2 07/10/01 00 0433146966 05 09/01/01 0 7884063018 O 08/01/16 0 5511445 721/G01 F 518,800.00 ZZ 180 515,552.22 1 7.125 4,699.46 80 6.875 4,699.46 MEQUON WI 53092 1 07/27/01 00 0433146677 05 09/01/01 0 7890110134 O 08/01/16 0 5511622 721/G01 F 320,000.00 ZZ 180 317,974.93 1 7.000 2,876.26 80 6.750 2,876.26 CINCINNATI OH 45220 2 07/10/01 00 0433146743 05 09/01/01 0 7890400111 O 08/01/16 0 5511895 721/G01 F 353,000.00 ZZ 180 350,787.73 1 7.125 3,197.59 73 6.875 3,197.59 1 MAINEVILLE OH 45039 2 06/30/01 00 0433146867 05 09/01/01 0 7890410138 O 08/01/16 0 5512025 721/G01 F 585,000.00 ZZ 180 581,377.34 1 7.250 5,340.25 69 7.000 5,340.25 EDEN PRAIRIE MN 55347 2 07/16/01 00 0433146859 05 09/01/01 0 7810168031 O 08/01/16 0 5512110 721/G01 F 355,500.00 ZZ 180 352,100.97 1 6.950 3,185.41 76 6.700 3,185.41 EAGAN MN 55123 2 06/28/01 00 0433146925 05 08/01/01 0 7890905191 O 07/01/16 0 5512275 721/G01 F 425,000.00 ZZ 180 422,339.42 1 7.125 3,849.79 65 6.875 3,849.79 BUFFALO MN 55313 5 07/03/01 00 0433146891 05 09/01/01 0 7890825228 O 08/01/16 0 5512401 721/G01 F 450,000.00 ZZ 180 447,034.19 1 6.875 4,013.35 55 6.625 4,013.35 CROSS LAKE MN 56442 5 07/26/01 00 0433146982 05 09/01/01 0 7890790098 O 08/01/16 0 5512742 721/G01 F 320,600.00 ZZ 180 318,407.59 1 6.875 2,859.29 54 6.625 2,859.29 MENDOTA HEIGHTS MN 55118 2 07/16/01 00 0433146784 05 09/01/01 0 7890750086 O 08/01/16 0 1 5513183 696/G01 F 399,050.00 ZZ 180 397,777.28 1 6.875 3,558.94 69 6.625 3,558.94 NORTH POTOMAC MD 20878 1 08/31/01 00 0433175999 03 10/01/01 0 31901121 O 09/01/16 0 5514288 964/G01 F 399,900.00 ZZ 180 399,900.00 1 6.500 3,483.56 63 6.250 3,483.56 SAN FRANCISCO CA 94132 5 09/13/01 00 0433220472 05 11/01/01 0 144840 O 10/01/16 0 5514630 624/G01 F 290,000.00 ZZ 180 290,000.00 1 6.625 2,546.18 51 6.375 2,546.18 APTOS CA 95003 5 09/18/01 00 0433213311 05 11/01/01 0 88611011066F O 10/01/16 0 5516935 E22/G01 F 80,000.00 ZZ 180 79,755.73 1 7.375 735.94 89 7.125 735.94 BATON ROUGE LA 70805 2 08/31/01 04 0412783755 05 10/01/01 12 0412783755 O 09/01/16 0 5516955 E22/G01 F 313,000.00 ZZ 180 312,001.73 1 6.875 2,791.50 74 6.625 2,791.50 FORT SALONGA NY 11768 2 08/31/01 00 0412900573 05 10/01/01 0 0412900573 O 09/01/16 0 5517010 E22/G01 F 333,000.00 ZZ 180 331,949.40 1 1 7.000 2,993.10 61 6.750 2,993.10 SHERMAN OAKS CA 91423 2 08/28/01 00 0412955205 03 10/01/01 0 0412955205 O 09/01/16 0 5517226 721/G01 F 508,000.00 ZZ 180 504,750.31 1 6.875 4,530.62 80 6.625 4,530.62 CHAPEL HILL NC 27516 1 06/14/01 00 0433146602 03 08/01/01 0 991470 O 07/01/16 0 5517418 721/G01 F 352,000.00 ZZ 180 347,470.61 1 6.875 3,139.33 80 6.625 3,139.33 HOFFMAN ESTATES IL 60192 1 05/30/01 00 0433146990 05 07/01/01 0 7810152185 O 06/01/16 0 5517615 E82/G01 F 168,500.00 ZZ 180 167,968.39 1 7.000 1,514.53 74 6.750 1,514.53 HASLET TX 76052 2 08/22/01 00 0400468583 03 10/01/01 0 0400454989 O 09/01/16 0 5519670 944/G01 F 234,000.00 ZZ 180 234,000.00 1 6.625 2,054.51 64 6.375 2,054.51 SAN JOSE CA 95116 2 09/25/01 00 0433242393 05 11/01/01 0 W01082098 O 10/01/16 0 5525180 994/X14 F 406,000.00 ZZ 180 403,485.82 1 7.250 3,706.22 61 7.000 3,706.22 BELLEVUE WA 98006 2 07/26/01 00 218537540 03 09/01/01 0 1 218537540 O 08/01/16 0 5527553 N74/G01 F 998,000.00 ZZ 180 998,000.00 1 6.625 8,762.38 56 6.375 8,762.38 ISLE OF PALMS SC 29451 2 09/21/01 00 0433248341 03 11/01/01 0 0029331010 O 10/01/16 0 5527778 994/X14 F 385,500.00 ZZ 180 380,539.55 1 6.875 3,438.10 75 6.625 3,438.10 GEORGETOWN MA 01853 2 05/11/01 00 1000229417 05 07/01/01 0 1000229417 O 06/01/16 0 5528436 994/X14 F 545,000.00 ZZ 180 538,061.78 1 7.000 4,898.62 76 6.750 4,898.62 MEDFIELD MA 02052 2 04/30/01 00 1000280484 05 07/01/01 0 1000280484 O 06/01/16 0 5528528 994/X14 F 311,500.00 ZZ 180 310,506.51 1 6.875 2,778.13 60 6.625 2,778.13 BURLINGTON NC 27215 2 08/10/01 00 403655733 05 10/01/01 0 403655733 O 09/01/16 0 5528657 994/X14 F 375,000.00 ZZ 180 372,522.51 1 6.500 3,266.65 60 6.250 3,266.65 BILLINGS MT 59106 5 07/26/01 00 80829717 05 09/01/01 0 80829717 O 08/01/16 0 1 5528922 994/X14 F 431,900.00 ZZ 180 429,137.13 1 6.875 3,851.92 80 6.625 3,851.92 SUTTON MA 01590 1 07/27/01 00 1000290955 05 09/01/01 0 1000290955 O 08/01/16 0 5530497 964/G01 F 370,000.00 ZZ 180 370,000.00 1 6.875 3,299.86 52 6.625 3,299.86 FREMONT CA 94539 2 09/13/01 00 0433234085 05 11/01/01 0 143415 O 10/01/16 0 5530565 623/623 F 494,753.00 ZZ 180 485,350.76 1 7.125 4,481.63 74 6.875 4,481.63 NORTH BARRINGTO IL 60010 1 03/16/01 00 5296452 05 05/01/01 0 5296452 O 04/01/16 0 5530566 623/623 F 645,000.00 ZZ 180 640,918.25 1 7.000 5,797.44 42 6.750 5,797.44 CLINTON TOWNSHI MI 48036 2 07/11/01 00 5328134 05 09/01/01 0 5328134 O 08/01/16 0 5530567 623/623 F 455,000.00 ZZ 180 447,815.35 1 7.125 4,121.53 38 6.875 4,121.53 SOUTH BARRINGTO IL 60010 2 04/24/01 00 5330459 05 06/01/01 0 5330459 O 05/01/16 0 5530568 623/623 F 649,900.00 ZZ 180 639,746.95 1 7.250 5,932.70 41 7.000 5,932.70 1 TRAVERSE CITY MI 49686 5 04/03/01 00 5333586 05 06/01/01 0 5333586 O 05/01/16 0 5530569 623/623 F 450,000.00 ZZ 180 442,818.05 1 7.000 4,044.73 70 6.750 4,044.73 GRAND RAPIDS MI 49525 1 05/01/01 00 5333603 01 06/01/01 0 5333603 O 05/01/16 0 5530570 623/623 F 386,350.00 ZZ 180 329,572.48 1 7.125 3,499.68 53 6.875 3,499.68 COMMERCE MI 48382 2 05/15/01 00 5334149 01 07/01/01 0 5334149 O 06/01/16 0 5530571 623/623 F 349,800.00 ZZ 180 343,829.26 1 7.000 3,144.10 57 6.750 3,144.10 TRAVERSE CITY MI 49684 5 05/01/01 00 5338886 05 07/01/01 0 5338886 O 06/01/16 0 5530572 623/623 F 317,200.00 ZZ 180 313,161.85 1 7.000 2,851.08 71 6.750 2,851.08 EAST LANSING MI 48823 2 05/18/01 00 5339779 05 07/01/01 0 5339779 O 06/01/16 0 5530573 623/623 F 374,400.00 ZZ 180 372,056.20 1 7.125 3,391.43 80 6.875 3,391.43 BRIGHTON MI 48116 5 07/16/01 00 5340850 05 09/01/01 0 5340850 O 08/01/16 0 1 5530576 623/623 F 569,250.00 ZZ 180 563,888.73 1 7.125 5,156.44 63 6.875 5,156.44 OAKLAND TWP MI 48363 2 06/08/01 00 5343234 05 08/01/01 0 5343234 O 07/01/16 0 5530577 623/623 F 417,000.00 ZZ 180 411,691.34 1 7.000 3,748.11 30 6.750 3,748.11 FENTON MI 48430 5 05/17/01 00 5345645 05 07/01/01 0 5345645 O 06/01/16 0 5530578 623/623 F 627,000.00 T 180 619,103.02 1 7.125 5,679.56 74 6.875 5,679.56 GLEN ARBOR MI 49636 2 05/18/01 00 5349666 01 07/01/01 0 5349666 O 06/01/16 0 5530579 623/623 F 500,000.00 ZZ 180 495,111.94 1 7.250 4,564.31 79 7.000 4,564.31 GRAND BLANC MI 48439 1 06/15/01 00 5353804 05 08/01/01 0 5353804 O 07/01/16 0 5530687 696/G01 F 935,000.00 ZZ 180 935,000.00 1 6.750 8,273.90 66 6.500 8,273.90 LOVETTSVILLE VA 20180 1 09/05/01 00 0433224193 05 11/01/01 0 24001148 O 10/01/16 0 5534193 E22/G01 F 119,500.00 ZZ 180 119,500.00 1 1 7.375 1,099.31 76 7.125 1,099.31 ROCHESTER HILLS MI 48306 2 09/04/01 00 0412914962 01 11/01/01 0 0412914962 O 10/01/16 0 5534268 E22/G01 F 230,000.00 ZZ 180 230,000.00 1 7.000 2,067.31 55 6.750 2,067.31 NOVI MI 48374 5 09/04/01 00 0412983322 05 11/01/01 0 0412983322 O 10/01/16 0 5534273 E22/G01 F 330,000.00 ZZ 180 328,947.51 1 6.875 2,943.12 75 6.625 2,943.12 CARY NC 27511 5 09/04/01 00 0412985046 05 10/01/01 0 0412985046 O 09/01/16 0 5535052 E82/G01 F 374,000.00 ZZ 180 374,000.00 1 6.625 3,283.70 70 6.375 3,283.70 HORSESHOE BAY TX 78657 2 09/07/01 00 0400483830 03 11/01/01 0 0400483830 O 10/01/16 0 5535063 E82/G01 F 159,300.00 ZZ 180 159,300.00 1 6.375 1,376.75 71 6.125 1,376.75 ISLIP NY 11751 2 09/04/01 00 0400474672 05 11/01/01 0 0400474672 O 10/01/16 0 5535070 E82/G01 F 395,000.00 ZZ 180 395,000.00 1 6.875 3,522.82 75 6.625 3,522.82 LOS ANGELES CA 90272 2 09/05/01 00 0400465852 01 11/01/01 0 1 0400465852 O 10/01/16 0 5535509 144/144 F 65,000.00 ZZ 180 65,000.00 1 6.375 561.76 57 6.125 561.76 WASHINGTONVILLE NY 10992 1 09/17/01 00 160673319 01 11/01/01 0 160673319 O 10/01/16 0 5535687 Q99/G01 F 145,500.00 ZZ 180 145,500.00 1 6.625 1,277.48 71 6.375 1,277.48 HUDSON NH 03051 5 09/21/01 00 0433210424 05 11/01/01 0 1 O 10/01/16 0 5536782 964/G01 F 314,000.00 ZZ 180 314,000.00 1 6.625 2,756.90 62 6.375 2,756.90 FREMONT CA 94539 2 09/19/01 00 0433235397 05 11/01/01 0 400144478 O 10/01/16 0 5537471 286/286 F 345,300.00 ZZ 180 343,018.71 1 6.500 3,007.94 57 6.250 3,007.94 COCKEYSVILLE MD 21030 2 07/16/01 00 146350 05 09/01/01 0 146350 O 08/01/16 0 5537474 286/286 F 493,000.00 ZZ 180 489,947.05 1 7.250 4,500.42 74 7.000 4,500.42 WEST ORANGE NJ 07052 2 07/23/01 00 246741 05 09/01/01 0 246741 O 08/01/16 0 1 5537478 286/286 F 406,400.00 ZZ 180 403,828.18 1 7.000 3,652.84 80 6.750 3,652.84 LITTLETON CO 80122 5 07/24/01 00 322505 03 09/01/01 0 322505 O 08/01/16 0 5537480 286/286 F 650,000.00 ZZ 180 647,904.33 1 6.750 5,751.92 73 6.500 5,751.92 SAGINAW MI 48603 2 08/01/01 00 328255 05 10/01/01 0 328255 O 09/01/16 0 5537481 286/286 F 495,000.00 ZZ 180 491,833.47 1 6.875 4,414.68 72 6.625 4,414.68 HOUSTON TX 77057 1 07/20/01 00 340074 03 09/01/01 0 340074 O 08/01/16 0 5537482 286/286 F 490,000.00 ZZ 180 486,865.45 1 6.875 4,370.09 70 6.625 4,370.09 AUSTIN TX 78748 1 07/31/01 00 340197 05 09/01/01 0 340197 O 08/01/16 0 5537484 286/286 F 380,000.00 ZZ 180 377,672.29 1 7.375 3,495.71 80 7.125 3,495.71 LEMOORE CA 93245 2 07/12/01 00 342001 05 09/01/01 0 342001 O 08/01/16 0 5537485 286/286 F 289,000.00 ZZ 180 287,151.26 1 6.875 2,577.46 49 6.625 2,577.46 1 MISSION VIEJO CA 92692 2 07/25/01 00 342266 03 09/01/01 0 342266 O 08/01/16 0 5537486 286/286 F 500,000.00 ZZ 180 496,801.47 1 6.875 4,459.28 66 6.625 4,459.28 NEWPORT BEACH CA 92625 5 07/18/01 00 342304 03 09/01/01 0 342304 O 08/01/16 0 5537487 286/286 F 346,000.00 ZZ 180 343,833.98 1 7.125 3,134.18 38 6.875 3,134.18 SAN FRANCISCO CA 94114 2 07/25/01 00 342742 05 09/01/01 0 342742 O 08/01/16 0 5537488 286/286 F 619,000.00 ZZ 180 615,124.95 1 7.125 5,607.10 54 6.875 5,607.10 LOS ANGELES CA 90049 5 07/24/01 00 342830 05 09/01/01 0 342830 O 08/01/16 0 5537490 286/286 F 135,000.00 ZZ 180 134,173.04 1 7.375 1,241.90 56 7.125 1,241.90 QUINCY MA 02170 5 07/20/01 00 343180 05 09/01/01 0 343180 O 08/01/16 0 5537491 286/286 F 398,400.00 ZZ 180 395,767.91 1 6.500 3,470.49 80 6.250 3,470.49 PINE CO 80470 2 07/03/01 00 344884 05 09/01/01 0 344884 O 08/01/16 0 1 5537493 286/286 F 283,950.00 ZZ 180 282,113.87 1 6.750 2,512.71 71 6.500 2,512.71 LIBERTY HILL TX 78642 2 07/26/01 00 397536 05 09/01/01 0 397536 O 08/01/16 0 5537494 286/286 F 650,000.00 ZZ 180 643,811.87 1 7.000 5,842.39 69 6.750 5,842.39 CORNELIUS NC 28031 1 06/21/01 00 405453 03 08/01/01 0 405453 O 07/01/16 0 5537496 286/286 F 293,200.00 ZZ 180 291,344.53 1 7.000 2,635.37 73 6.750 2,635.37 BROOKFIELD WI 53045 2 07/20/01 00 408420 05 09/01/01 0 408420 O 08/01/16 0 5537497 286/286 F 90,000.00 ZZ 180 89,430.44 1 7.000 808.95 39 6.750 808.95 LINDENHURST IL 60046 5 07/25/01 00 409190 05 09/01/01 0 409190 O 08/01/16 0 5537498 286/286 F 137,500.00 ZZ 180 136,639.23 1 7.125 1,245.52 50 6.875 1,245.52 ANNANDALE NJ 08801 1 07/20/01 00 418204 01 09/01/01 0 418204 O 08/01/16 0 5537499 286/286 F 475,000.00 ZZ 180 473,565.44 1 1 7.500 4,403.31 50 7.250 4,403.31 NORTHPORT NY 11768 5 08/03/01 00 418589 05 10/01/01 0 418589 O 09/01/16 0 5537500 286/286 F 256,000.00 ZZ 180 255,235.29 1 7.625 2,391.38 75 7.375 2,391.38 LEOMINSTER MA 01453 2 08/06/01 00 440066 05 10/01/01 0 440066 O 09/01/16 0 5537502 286/286 F 647,500.00 ZZ 180 643,576.71 1 7.500 6,002.41 59 7.250 6,002.41 BROOKFIELD WI 53005 2 07/25/01 00 442676 05 09/01/01 0 442676 O 08/01/16 0 5537503 286/286 F 378,000.00 ZZ 180 375,581.93 1 6.875 3,371.21 74 6.625 3,371.21 EVANSTON IL 60201 2 07/30/01 00 442985 05 09/01/01 0 442985 O 08/01/16 0 5537504 286/286 F 305,000.00 ZZ 180 304,068.71 1 7.375 2,805.77 80 7.125 2,805.77 LIBERTYVILLE IL 60048 2 07/27/01 00 443086 05 10/01/01 0 443086 O 09/01/16 0 5537505 286/286 F 500,000.00 ZZ 180 496,766.83 1 6.750 4,424.55 77 6.500 4,424.55 AUGUSTA GA 30909 2 07/27/01 00 443748 05 09/01/01 0 1 443748 O 08/01/16 0 5537506 286/286 F 346,000.00 ZZ 180 344,920.20 1 7.125 3,134.18 68 6.875 3,134.18 EVERGREEN CO 80439 5 08/03/01 00 444370 05 10/01/01 0 444370 O 09/01/16 0 5537507 286/286 F 637,000.00 ZZ 180 632,925.08 1 6.875 5,681.12 67 6.625 5,681.12 ST PAUL MN 55102 2 07/26/01 00 444391 05 09/01/01 0 444391 O 08/01/16 0 5537508 286/286 F 400,000.00 ZZ 180 397,522.98 1 7.250 3,651.45 60 7.000 3,651.45 MARBLE CO 81623 5 07/25/01 00 444423 05 09/01/01 0 444423 O 08/01/16 0 5537509 286/286 F 303,000.00 ZZ 180 301,061.70 1 6.875 2,702.32 40 6.625 2,702.32 BOULDER CO 80302 5 07/30/01 00 445573 05 09/01/01 0 445573 O 08/01/16 0 5537510 286/286 F 386,000.00 T 180 383,609.66 1 7.250 3,523.65 64 7.000 3,523.65 PARK CITY UT 84060 2 07/31/01 00 445607 01 09/01/01 0 445607 O 08/01/16 0 1 5537511 286/286 F 305,000.00 ZZ 180 303,090.65 1 7.125 2,762.79 68 6.875 2,762.79 MILLSTONE NJ 07726 2 07/25/01 00 448622 05 09/01/01 0 448622 O 08/01/16 0 5537512 286/286 F 400,000.00 ZZ 180 397,468.66 1 7.000 3,595.32 23 6.750 3,595.32 BOSTON MA 02108 5 07/26/01 00 451313 01 09/01/01 0 451313 O 08/01/16 0 5537514 286/286 F 492,000.00 ZZ 180 490,447.76 1 7.000 4,422.24 80 6.750 4,422.24 WEST BLOOMFIELD MI 48323 1 08/08/01 00 454980 05 10/01/01 0 454980 O 09/01/16 0 5537515 286/286 F 550,000.00 T 180 546,594.08 1 7.250 5,020.75 71 7.000 5,020.75 WILLIAMSBURG MI 49690 2 08/01/01 00 455462 05 09/01/01 0 455462 O 08/01/16 0 5537516 286/286 F 650,000.00 ZZ 180 645,841.92 1 6.875 5,797.06 76 6.625 5,797.06 POWELL OH 43065 1 07/31/01 00 456878 05 09/01/01 0 456878 O 08/01/16 0 5537517 286/286 F 414,000.00 T 180 412,665.22 1 6.750 3,663.53 23 6.500 3,663.53 1 SANIBEL FL 33957 2 08/01/01 00 459800 01 10/01/01 0 459800 O 09/01/16 0 5537518 286/286 F 340,000.00 ZZ 180 337,825.00 1 6.875 3,032.31 48 6.625 3,032.31 GOODRICH MI 48438 5 07/24/01 00 460313 05 09/01/01 0 460313 O 08/01/16 0 5537519 286/286 F 315,000.00 ZZ 180 313,995.34 1 6.875 2,809.35 69 6.625 2,809.35 POTOMAC MD 20854 5 08/04/01 00 460578 05 10/01/01 0 460578 O 09/01/16 0 5537520 286/286 F 440,000.00 ZZ 180 437,215.54 1 7.000 3,954.85 73 6.750 3,954.85 MECHANICSBURG PA 17050 2 07/23/01 00 461255 05 09/01/01 0 461255 O 08/01/16 0 5537521 286/286 F 537,000.00 ZZ 180 533,601.70 1 7.000 4,826.71 75 6.750 4,826.71 BEAVERCREEK OH 45385 2 07/23/01 00 461693 05 09/01/01 0 461693 O 08/01/16 0 5537522 286/286 F 425,000.00 ZZ 180 422,281.25 1 6.875 3,790.39 70 6.625 3,790.39 CLEVELAND HEIGH OH 44106 2 07/23/01 00 461716 05 09/01/01 0 461716 O 08/01/16 0 1 5537523 286/286 F 632,000.00 ZZ 180 627,913.28 1 6.750 5,592.63 29 6.500 5,592.63 GATES MILLS OH 44040 5 07/23/01 00 461830 05 09/01/01 0 461830 O 08/01/16 0 5537524 286/286 F 303,670.00 ZZ 180 302,701.48 1 6.875 2,708.30 70 6.625 2,708.30 PLAINFIELD IL 60544 2 07/27/01 00 474885 05 10/01/01 0 474885 O 09/01/16 0 5537526 286/286 F 568,000.00 ZZ 180 566,188.43 1 6.875 5,065.74 80 6.625 5,065.74 SHAKER HEIGHTS OH 44122 2 08/06/01 00 497338 05 10/01/01 0 497338 O 09/01/16 0 5537528 286/286 F 882,000.00 ZZ 180 876,357.82 1 6.875 7,866.16 65 6.625 7,866.16 TOWN & COUNTY MO 63017 5 07/26/01 00 498556 03 09/01/01 0 498556 O 08/01/16 0 5537529 286/286 F 310,000.00 ZZ 180 309,032.55 2 7.125 2,808.08 61 6.875 2,808.08 CLIFFSIDE PARK NJ 07010 2 08/03/01 00 499408 05 10/01/01 0 499408 O 09/01/16 0 5537531 286/286 F 296,000.00 ZZ 180 295,076.23 1 1 7.125 2,681.27 80 6.875 2,681.27 NEW PROVIDENCE NJ 07974 2 08/08/01 00 500977 05 10/01/01 0 500977 O 09/01/16 0 5537532 286/286 F 319,000.00 ZZ 180 316,981.25 1 7.000 2,867.27 75 6.750 2,867.27 SALT LAKE CITY UT 84121 2 07/20/01 00 510268 05 09/01/01 0 510268 O 08/01/16 0 5537533 286/286 F 320,000.00 ZZ 180 317,974.93 1 7.000 2,876.26 52 6.750 2,876.26 HOUSTON TX 77027 1 08/01/01 00 510613 05 09/01/01 0 510613 O 08/01/16 0 5537534 286/286 F 416,000.00 ZZ 180 413,367.42 1 7.000 3,739.13 80 6.750 3,739.13 BALA CYNWYD PA 19004 2 07/09/01 00 511193 05 09/01/01 0 511193 O 08/01/16 0 5537535 286/286 F 360,000.00 ZZ 180 357,746.33 1 7.125 3,261.00 65 6.875 3,261.00 SCOTTSDALE AZ 85260 5 07/25/01 00 511870 05 09/01/01 0 511870 O 08/01/16 0 5537536 286/286 F 608,000.00 ZZ 180 604,068.47 1 6.750 5,380.25 80 6.500 5,380.25 BELLAIRE TX 77401 2 07/24/01 00 512530 05 09/01/01 0 1 512530 O 08/01/16 0 5537537 286/286 F 558,400.00 ZZ 180 556,599.66 1 6.750 4,941.34 80 6.500 4,941.34 HOUSTON TX 77082 1 07/31/01 00 512992 03 10/01/01 0 512992 O 09/01/16 0 5537538 286/286 F 650,000.00 ZZ 180 647,949.28 1 7.000 5,842.39 55 6.750 5,842.39 WILMINGTON NC 28409 5 08/06/01 00 513058 05 10/01/01 0 513058 O 09/01/16 0 5537539 286/286 F 650,000.00 ZZ 180 647,993.47 1 7.250 5,933.61 69 7.000 5,933.61 SCOTTSDALE AZ 85259 2 08/01/01 00 515580 03 10/01/01 0 515580 O 09/01/16 0 5537540 286/286 F 360,000.00 ZZ 180 358,851.82 1 6.875 3,210.68 80 6.625 3,210.68 ST LOUIS MO 63126 2 08/01/01 00 515869 03 10/01/01 0 515869 O 09/01/16 0 5537541 286/286 F 321,250.00 ZZ 180 320,225.40 1 6.875 2,865.09 59 6.625 2,865.09 LOVELAND OH 45140 2 08/08/01 00 518727 03 10/01/01 0 518727 O 09/01/16 0 1 5537542 286/286 F 650,000.00 ZZ 180 644,968.78 2 7.250 5,933.61 60 7.000 5,933.61 SAN FRANCISCO CA 94114 2 07/18/01 00 9843747 05 09/01/01 0 9843747 O 08/01/16 0 5537543 286/286 F 288,700.00 ZZ 180 285,063.89 1 7.125 2,615.13 55 6.875 2,615.13 WEST CHESTER PA 19380 2 05/15/01 00 9848377 05 07/01/01 0 9848377 O 06/01/16 0 5537544 286/286 F 482,400.00 ZZ 180 479,347.22 1 7.000 4,335.95 80 6.750 4,335.95 SACRAMENTO CA 95829 1 07/20/01 00 9849265 05 09/01/01 0 9849265 O 08/01/16 0 5537545 286/286 F 231,000.00 ZZ 180 228,753.12 1 6.750 2,044.14 39 6.500 2,044.14 SAN FRANCISCO CA 94122 2 06/18/01 00 9850095 05 08/01/01 0 9850095 O 07/01/16 0 5537547 286/286 F 108,000.00 ZZ 180 106,960.72 1 6.875 963.20 52 6.625 963.20 ROSEMEAD AREA CA 91770 2 06/15/01 00 9856786 05 08/01/01 0 9856786 O 07/01/16 0 5537548 286/286 F 302,000.00 ZZ 180 299,124.92 1 7.000 2,714.46 57 6.750 2,714.46 1 SAN DIEGO CA 92128 2 06/12/01 00 9856978 05 08/01/01 0 9856978 O 07/01/16 0 5537549 286/286 F 340,000.00 ZZ 180 337,894.54 1 7.250 3,103.73 54 7.000 3,103.73 ROWLAND HEIGHTS CA 91748 2 07/06/01 00 9857998 05 09/01/01 0 9857998 O 08/01/16 0 5537550 286/286 F 600,000.00 ZZ 180 594,287.90 1 7.000 5,392.97 60 6.750 5,392.97 SAN FRANCISCO CA 94116 2 06/19/01 00 9858922 05 08/01/01 0 9858922 O 07/01/16 0 5537551 286/286 F 400,000.00 ZZ 180 397,261.80 1 6.875 3,567.42 27 6.625 3,567.42 ARCADIA CA 91007 5 07/25/01 00 9860348 05 09/01/01 0 9860348 O 08/01/16 0 5537553 286/286 F 752,500.00 ZZ 180 747,890.52 1 7.375 6,922.42 68 7.125 6,922.42 IRVINE CA 92612 5 07/18/01 00 9862025 03 09/01/01 0 9862025 O 08/01/16 0 5537555 286/286 F 297,000.00 ZZ 180 295,079.51 1 6.750 2,628.18 61 6.500 2,628.18 NEWARK CA 94560 5 07/17/01 00 9862404 05 09/01/01 0 9862404 O 08/01/16 0 1 5537556 286/286 F 202,000.00 ZZ 180 200,419.94 1 7.000 1,815.63 45 6.750 1,815.63 PASADENA AREA CA 91104 2 07/16/01 00 9866083 05 09/01/01 0 9866083 O 08/01/16 0 5537557 286/286 F 450,000.00 ZZ 180 448,595.64 1 7.125 4,076.24 75 6.875 4,076.24 WEST HILLS AREA CA 91304 2 07/31/01 00 9867749 05 10/01/01 0 9867749 O 09/01/16 0 5537558 286/286 F 266,000.00 ZZ 180 264,316.68 1 7.000 2,390.88 70 6.750 2,390.88 SAN DIEGO CA 92124 5 07/02/01 00 9867894 03 09/01/01 0 9867894 O 08/01/16 0 5537559 286/286 F 526,000.00 ZZ 180 522,671.30 1 7.000 4,727.84 38 6.750 4,727.84 DANVILLE CA 94506 2 07/26/01 00 9867896 03 09/01/01 0 9867896 O 08/01/16 0 5537560 286/286 F 425,000.00 ZZ 180 422,251.81 1 6.750 3,760.87 73 6.500 3,760.87 REDLANDS CA 92373 2 07/19/01 00 9868411 05 09/01/01 0 9868411 O 08/01/16 0 5537561 286/286 F 156,000.00 ZZ 180 154,883.04 1 1 7.250 1,424.07 70 7.000 1,424.07 LAKEVIEW NY 14085 2 07/18/01 00 9868650 05 09/01/01 0 9868650 O 08/01/16 0 5537564 286/286 F 500,000.00 ZZ 180 496,766.83 1 6.750 4,424.55 65 6.500 4,424.55 PLEASANT HILL OR 97455 2 07/18/01 00 9869634 05 09/01/01 0 9869634 O 08/01/16 0 5537565 286/286 F 320,000.00 ZZ 180 317,806.05 1 6.875 2,853.93 73 6.625 2,853.93 CONCORD CA 94518 5 07/17/01 00 9870427 05 09/01/01 0 9870427 O 08/01/16 0 5537566 286/286 F 450,000.00 ZZ 180 447,152.26 1 7.000 4,044.73 69 6.750 4,044.73 TARZANA AREA CA 91356 2 07/12/01 00 9870862 05 09/01/01 0 9870862 O 08/01/16 0 5537567 286/286 F 184,000.00 ZZ 180 182,822.95 1 6.875 1,641.01 57 6.625 1,641.01 CHINO HILLS CA 91709 5 07/13/01 00 9871408 05 09/01/01 0 9871408 O 08/01/16 0 5537568 286/286 F 74,000.00 ZZ 180 73,521.50 1 6.750 654.83 49 6.500 654.83 SAN BERNARDINO CA 92405 2 07/20/01 00 9872668 05 09/01/01 0 1 9872668 O 08/01/16 0 5537569 286/286 F 320,000.00 ZZ 180 317,833.51 1 7.000 2,876.25 70 6.750 2,876.25 ARTESIA CA 90701 2 07/24/01 00 9873132 05 09/01/01 0 9873132 O 08/01/16 0 5537570 286/286 F 236,000.00 ZZ 180 234,473.94 1 6.750 2,088.39 57 6.500 2,088.39 ANTIOCH CA 94509 2 07/24/01 00 9873493 05 09/01/01 0 9873493 O 08/01/16 0 5537571 286/286 F 250,000.00 ZZ 180 248,383.43 1 6.750 2,212.27 66 6.500 2,212.27 CONCORD CA 94521 5 07/14/01 00 9873531 05 09/01/01 0 9873531 O 08/01/16 0 5537572 286/286 F 500,000.00 ZZ 180 496,731.90 1 6.625 4,389.97 70 6.375 4,389.97 SEATTLE WA 98122 5 07/25/01 00 9874735 05 09/01/01 0 9874735 O 08/01/16 0 5537573 286/286 F 382,700.00 ZZ 180 381,479.42 1 6.875 3,413.13 82 6.625 3,413.13 CHINO HILLS CA 91709 2 08/02/01 12 9875183 05 10/01/01 12 9875183 O 09/01/16 0 1 5537574 286/286 F 443,500.00 ZZ 180 440,693.40 1 7.000 3,986.30 74 6.750 3,986.30 GLENDORA CA 91740 2 07/23/01 00 9876589 05 09/01/01 0 9876589 O 08/01/16 0 5537575 286/286 F 313,500.00 ZZ 180 311,621.11 1 7.625 2,928.50 63 7.375 2,928.50 LUTZ FL 33549 2 07/27/01 00 9877521 03 09/01/01 0 9877521 O 08/01/16 0 5537576 286/286 F 304,000.00 ZZ 180 302,055.30 1 6.875 2,711.24 73 6.625 2,711.24 BEAVERTON OR 97007 2 07/25/01 00 9878350 05 09/01/01 0 9878350 O 08/01/16 0 5537578 286/286 F 127,500.00 ZZ 180 127,114.94 1 7.500 1,181.94 75 7.250 1,181.94 LAKE VILLA IL 60046 2 08/09/01 00 9879662 05 10/01/01 0 9879662 O 09/01/16 0 5537581 286/286 F 140,000.00 ZZ 180 139,094.72 1 6.750 1,238.87 50 6.500 1,238.87 MERCED CA 95340 1 07/24/01 00 9939008 05 09/01/01 0 9939008 O 08/01/16 0 5539899 664/G01 F 370,000.00 ZZ 180 367,607.45 1 6.750 3,274.17 68 6.500 3,274.17 1 ALAMEDA CA 94501 2 07/02/01 00 0433146248 09 09/01/01 0 8153348 O 08/01/16 0 5540430 664/G01 F 399,950.00 ZZ 180 397,363.79 1 6.750 3,539.20 57 6.500 3,539.20 LAS VEGAS NV 89134 2 07/02/01 00 0433141942 03 09/01/01 0 8060535 O 08/01/16 0 5541490 U62/G01 F 296,500.00 ZZ 180 296,500.00 1 6.500 2,582.83 52 6.250 2,582.83 SAN FRANCISCO CA 94127 2 09/14/01 00 0433231131 05 11/01/01 0 2001292054 O 10/01/16 0 5543743 E22/G01 F 399,950.00 ZZ 180 399,950.00 1 6.625 3,511.54 52 6.375 3,511.54 LAFAYETTE CA 94549 5 09/05/01 00 0412904138 03 11/01/01 0 0412904138 O 10/01/16 0 5543784 E22/G01 F 65,500.00 ZZ 180 65,500.00 1 7.250 597.93 32 7.000 597.93 MONTEBELLO CA 90640 2 08/31/01 00 0412986572 05 11/01/01 0 0412986572 O 10/01/16 0 5543927 A06/G01 F 500,000.00 ZZ 180 498,370.45 1 6.625 4,389.97 30 6.375 4,389.97 BLOOMFIELD HILL MI 48304 5 08/30/01 00 0433164472 05 10/01/01 0 1 O 09/01/16 0 1 5545774 L81/G01 F 339,000.00 ZZ 180 337,907.04 1 6.750 2,999.84 71 6.500 2,999.84 TARPON SPRINGS FL 34689 5 08/27/01 00 0433205770 03 10/01/01 0 01 O 09/01/16 0 5546219 964/G01 F 570,000.00 ZZ 180 568,122.18 1 6.500 4,965.32 59 6.250 4,965.32 SAN JOSE CA 95120 2 08/21/01 00 0433175346 05 10/01/01 0 137809 O 09/01/16 0 5546551 E33/G01 F 350,000.00 ZZ 180 350,000.00 1 6.500 3,048.88 59 6.250 3,048.88 LAKE BLUFF IL 60044 2 09/01/01 00 0433213386 05 11/01/01 0 DONOHUE O 10/01/16 0 5548441 E87/G01 F 995,000.00 ZZ 180 995,000.00 1 6.750 8,804.85 19 6.500 8,804.85 SANTA BARBARA CA 93108 5 09/18/01 00 0433215860 05 11/01/01 0 70003732 O 10/01/16 0 5555681 E22/G01 F 280,000.00 ZZ 180 280,000.00 1 6.500 2,439.10 73 6.250 2,439.10 MAHOPAC NY 10541 2 09/07/01 00 0412949372 03 11/01/01 0 0412949372 O 10/01/16 0 5555692 E22/G01 F 292,500.00 ZZ 180 292,500.00 1 1 6.875 2,608.67 75 6.625 2,608.67 MAINEVILLE OH 45039 5 09/07/01 00 0412958670 05 11/01/01 0 0412958670 O 10/01/16 0 5556039 664/G01 F 375,000.00 ZZ 180 371,352.42 1 6.750 3,318.42 54 6.500 3,318.42 SHERMAN OAKS AR CA 91403 2 06/25/01 00 0433189826 05 08/01/01 0 8159618 O 07/01/16 0 5560513 757/G01 F 366,000.00 ZZ 180 366,000.00 1 6.750 3,238.77 61 6.500 3,238.77 GREENSBORO GA 30642 5 09/24/01 00 0433236882 03 11/01/01 0 1000400752 O 10/01/16 0 5561575 A06/G01 F 351,000.00 ZZ 180 351,000.00 1 6.750 3,106.04 59 6.500 3,106.04 WEST BLOOMFIELD MI 48322 2 09/04/01 00 0433196987 05 11/01/01 0 021000020142772 O 10/01/16 0 5561729 Q51/G01 F 360,000.00 ZZ 180 360,000.00 1 6.625 3,160.78 37 6.375 3,160.78 ROLLING HILLS E CA 90274 2 09/04/01 00 0433215811 05 11/01/01 0 489455W1081706 O 10/01/16 0 5567032 U62/G01 F 297,500.00 ZZ 180 297,500.00 1 6.625 2,612.03 83 6.375 2,612.03 ALEXANDRIA VA 22308 2 09/24/01 04 0433238607 05 11/01/01 12 1 2001292855 O 10/01/16 0 5568388 253/253 F 353,000.00 ZZ 180 351,849.53 1 6.625 3,099.32 60 6.375 3,099.32 CYPRESS TX 77429 2 08/24/01 00 955988 03 10/01/01 0 955988 O 09/01/16 0 5569948 253/253 F 430,971.00 ZZ 180 429,596.46 1 6.875 3,843.64 36 6.625 3,843.64 SOQUEL CA 95073 2 08/21/01 00 954361 05 10/01/01 0 954361 O 09/01/16 0 5571206 944/G01 F 360,000.00 ZZ 180 360,000.00 1 6.500 3,135.99 60 6.250 3,135.99 SAN JOSE CA 95120 5 08/28/01 00 0433214996 03 11/01/01 0 00091338 O 10/01/16 0 5574466 E22/G01 F 151,000.00 ZZ 180 151,000.00 1 6.625 1,325.77 78 6.375 1,325.77 OAK LAWN IL 60453 2 09/10/01 00 0412954646 05 11/01/01 0 0412954646 O 10/01/16 0 5574468 E22/G01 F 75,000.00 ZZ 120 75,000.00 1 6.750 861.18 69 6.500 861.18 HOLLYWOOD FL 33024 2 09/10/01 00 0412957227 07 11/01/01 0 0412957227 O 10/01/11 0 1 5585206 964/G01 F 320,000.00 ZZ 180 320,000.00 1 6.625 2,809.58 72 6.375 2,809.58 CLOVIS CA 93611 2 09/21/01 00 0433218088 05 11/01/01 0 145357 O 10/01/16 0 5588231 E22/G01 F 110,000.00 ZZ 180 110,000.00 1 6.750 973.40 52 6.500 973.40 CLOVERDALE CA 95425 2 09/10/01 00 0413023011 05 11/01/01 0 0413023011 O 10/01/16 0 5588728 994/994 F 600,000.00 ZZ 180 596,284.45 1 7.250 5,477.18 36 7.000 5,477.18 RIDGEWOOD NJ 07450 5 07/20/01 00 1000280784 05 09/01/01 0 1000280784 O 08/01/16 0 5588832 994/994 F 360,000.00 ZZ 180 358,826.72 1 6.625 3,160.78 90 6.375 3,160.78 HADDAM CT 06438 2 07/30/01 11 1000243908 05 10/01/01 25 1000243908 O 09/01/16 0 5588894 994/994 F 330,000.00 ZZ 180 327,888.99 1 6.875 2,943.12 62 6.625 2,943.12 WESTBOROUGH MA 01581 5 07/26/01 00 1000299353 05 09/01/01 0 1000299353 O 08/01/16 0 5589075 994/994 F 318,750.00 ZZ 180 317,755.24 1 7.125 2,887.34 75 6.875 2,887.34 1 ROSEMOUNT MN 55068 5 08/17/01 00 218693897 05 10/01/01 0 218693897 O 09/01/16 0 5600307 E22/G01 F 355,000.00 ZZ 180 355,000.00 1 6.750 3,141.43 60 6.500 3,141.43 RIVER FOREST IL 60305 2 09/13/01 00 0412962565 05 11/01/01 0 0412962565 O 10/01/16 0 5600309 E22/G01 F 578,000.00 ZZ 180 578,000.00 1 6.750 5,114.78 49 6.500 5,114.78 LOUISVILLE KY 40245 2 09/13/01 00 0412966087 05 11/01/01 0 0412966087 O 10/01/16 0 5600733 994/994 F 390,000.00 ZZ 180 388,796.08 1 7.250 3,560.17 29 7.000 3,560.17 WELLESLEY MA 02481 5 08/03/01 00 1000253448 05 10/01/01 0 1000253448 O 09/01/16 0 5600784 994/994 F 376,000.00 ZZ 180 372,263.76 1 6.500 3,275.36 80 6.250 3,275.36 TOMBALL TX 77375 2 06/13/01 00 403855656 03 08/01/01 0 403855656 O 07/01/16 0 5600856 994/994 F 573,490.00 ZZ 180 571,660.92 1 6.875 5,114.70 58 6.625 5,114.70 COVINGTON LA 70433 5 08/15/01 00 M2180703 03 10/01/01 0 M2180703 O 09/01/16 0 1 5600971 994/994 F 304,000.00 ZZ 180 303,030.43 1 6.875 2,711.24 21 6.625 2,711.24 RUMSON NJ 07760 5 07/31/01 00 1000293241 05 10/01/01 0 1000293241 O 09/01/16 0 5601124 994/994 F 350,000.00 ZZ 180 348,907.72 1 7.125 3,170.41 60 6.875 3,170.41 SIOUX FALLS SD 57108 5 08/10/01 00 1817335495 05 10/01/01 0 1817335495 O 09/01/16 0 5601155 994/994 F 352,000.00 ZZ 180 350,852.79 1 6.625 3,090.54 68 6.375 3,090.54 OLD SAYBROOK CT 06475 2 08/14/01 00 1000290954 05 10/01/01 0 1000290954 O 09/01/16 0 5601234 994/994 F 371,000.00 ZZ 180 368,776.49 1 7.625 3,465.63 70 7.375 3,465.63 DOVER TOWNSHIP NJ 08755 2 07/18/01 00 1999991960 05 09/01/01 0 1999991960 O 08/01/16 0 5601276 994/994 F 316,000.00 ZZ 180 315,013.82 1 7.125 2,862.43 75 6.875 2,862.43 GREENFIELD WI 53228 5 07/30/01 00 0403484519 05 10/01/01 0 0403484519 O 09/01/16 0 5601383 994/994 F 351,500.00 ZZ 180 350,378.93 1 1 6.875 3,134.87 79 6.625 3,134.87 ELK GROVE CA 95624 2 07/30/01 00 218344236 05 10/01/01 0 218344236 O 09/01/16 0 5602724 994/994 F 298,500.00 ZZ 180 297,618.10 1 7.750 2,809.71 79 7.500 2,809.71 WESTMINSTER MA 01473 2 08/03/01 00 218595233 05 10/01/01 0 218595233 O 09/01/16 0 5603402 994/994 F 450,000.00 ZZ 180 447,182.94 1 7.125 4,076.24 53 6.875 4,076.24 BRUNSWICK ME 04011 2 07/20/01 00 1000321193 05 09/01/01 0 1000321193 O 08/01/16 0 5603692 994/994 F 362,000.00 ZZ 180 359,681.91 1 7.375 3,330.13 71 7.125 3,330.13 OLD TAPPAN NJ 07675 2 07/19/01 00 1000252218 01 09/01/01 0 1000252218 O 08/01/16 0 5605171 994/994 F 330,000.00 ZZ 180 328,936.05 1 6.750 2,920.20 71 6.500 2,920.20 BOULDER CITY NV 89005 1 08/09/01 00 403867204 05 10/01/01 0 403867204 O 09/01/16 0 5605406 994/994 F 525,000.00 ZZ 180 523,343.65 1 7.000 4,718.85 73 6.750 4,718.85 IOWA CITY IA 52246 1 08/16/01 00 403672473 05 10/01/01 0 1 403672473 O 09/01/16 0 5605694 994/994 F 390,000.00 ZZ 180 388,769.57 1 7.000 3,505.43 80 6.750 3,505.43 ROHNERT PARK CA 94928 2 08/02/01 00 218450959 05 10/01/01 0 218450959 O 09/01/16 0 5614798 E22/G01 F 221,200.00 ZZ 180 221,200.00 1 6.500 1,926.89 41 6.250 1,926.89 SOUTH WINDSOR CT 06074 2 09/17/01 00 0412852790 05 11/01/01 0 0412852790 O 10/01/16 0 5614876 E22/G01 F 550,750.00 ZZ 180 550,750.00 1 6.750 4,873.64 53 6.500 4,873.64 ALAMEDA CA 94502 2 09/11/01 00 0412976748 03 11/01/01 0 0412976748 O 10/01/16 0 5614908 E22/G01 F 333,000.00 ZZ 180 333,000.00 1 6.875 2,969.87 79 6.625 2,969.87 SPRINGFIELD OR 97478 2 09/11/01 00 0412985939 05 11/01/01 0 0412985939 O 10/01/16 0 5614921 E22/G01 F 832,000.00 ZZ 180 832,000.00 1 6.500 7,247.61 67 6.250 7,247.61 BEVERLY HILLS CA 90212 2 09/12/01 00 0412990954 05 11/01/01 0 0412990954 O 10/01/16 0 1 5614958 E22/G01 F 600,000.00 ZZ 180 600,000.00 1 6.500 5,226.64 41 6.250 5,226.64 MEDINA WA 98039 1 09/14/01 00 0413002791 05 11/01/01 0 0413002791 O 10/01/16 0 5614965 E22/G01 F 115,000.00 ZZ 120 115,000.00 1 6.875 1,327.85 32 6.625 1,327.85 LAKEWOOD CA 90712 2 09/12/01 00 0413004912 03 11/01/01 0 0413004912 O 10/01/11 0 5615000 E22/G01 F 420,000.00 ZZ 180 420,000.00 1 7.000 3,775.08 74 6.750 3,775.08 LOS ANGELES CA 90048 2 09/06/01 00 0413018185 05 11/01/01 0 0413018185 O 10/01/16 0 5615654 E11/G01 F 350,000.00 ZZ 180 350,000.00 1 6.625 3,072.98 59 6.375 3,072.98 MAPLE PLAIN MN 55359 5 09/24/01 00 0433242278 05 11/01/01 0 0003001035646 O 10/01/16 0 5621149 F97/F97 F 350,000.00 ZZ 180 347,736.79 1 6.750 3,097.18 31 6.500 3,097.18 HIGHLAND PARK IL 60035 5 07/10/01 00 2000379894 03 09/01/01 0 2000379894 O 08/01/16 0 5621366 F97/F97 F 590,000.00 ZZ 180 586,306.52 1 7.125 5,344.40 45 6.875 5,344.40 1 WILMETTE IL 60091 5 07/23/01 00 2000378928 05 09/01/01 0 2000378928 O 08/01/16 0 5621590 F97/F97 F 307,500.00 ZZ 180 306,550.76 1 7.250 2,807.05 75 7.000 2,807.05 CHICAGO IL 60614 2 08/16/01 00 02000379355 06 10/01/01 0 02000379355 O 09/01/16 0 5623099 405/405 F 532,000.00 ZZ 180 526,657.04 1 6.375 4,597.81 80 6.125 4,597.81 MT. VERNON VA 22309 1 06/28/01 00 0012247003 05 08/01/01 0 0012247003 O 07/01/16 0 5623100 405/405 F 379,050.00 ZZ 180 374,377.08 1 6.875 3,380.57 78 6.375 3,380.57 PLANO TX 75093 2 07/31/01 00 0012337903 03 09/01/01 0 0012337903 O 08/01/16 0 5623101 405/405 F 350,000.00 ZZ 180 347,687.66 1 6.500 3,048.88 43 6.250 3,048.88 PLANO TX 75024 2 07/27/01 00 0012350104 03 09/01/01 0 0012350104 O 08/01/16 0 5623102 405/405 F 771,000.00 ZZ 180 765,336.88 1 6.750 6,822.66 52 6.250 6,822.66 LONGBEACH CA 90803 2 08/02/01 00 0017547159 05 10/01/01 0 0017547159 O 09/01/16 0 1 5623103 405/405 F 350,000.00 ZZ 180 348,907.72 1 7.125 3,170.41 35 6.625 3,170.41 LAFAYETTE CA 94549 2 08/10/01 00 0017576851 03 10/01/01 0 0017576851 O 09/01/16 0 5623105 405/405 F 644,000.00 ZZ 180 641,946.04 1 6.875 5,743.54 75 6.375 5,743.54 FOSTER CITY CA 94404 2 08/03/01 00 0017586900 03 10/01/01 0 0017586900 O 09/01/16 0 5623107 405/405 F 650,000.00 ZZ 180 647,904.33 1 6.750 5,751.92 57 6.250 5,751.92 HALF MOON BAY CA 94019 2 08/02/01 00 0017594128 05 10/01/01 0 0017594128 O 09/01/16 0 5623108 405/405 F 317,000.00 ZZ 180 315,988.97 1 6.875 2,827.18 56 6.375 2,827.18 SEBASTOPOL CA 95472 2 08/02/01 00 0017603036 05 10/01/01 0 0017603036 O 09/01/16 0 5623110 405/405 F 393,000.00 ZZ 180 390,002.97 1 7.000 3,532.40 64 6.500 3,532.40 CUPERTINO CA 95014 2 07/25/01 00 0017607854 03 09/01/01 0 0017607854 O 08/01/16 0 5623112 405/405 F 494,250.00 ZZ 180 492,690.66 1 1 7.000 4,442.46 55 6.500 4,442.46 WESTERN SPRINGS IL 60558 2 08/17/01 00 0017640020 05 10/01/01 0 0017640020 O 09/01/16 0 5623113 405/405 F 475,000.00 ZZ 180 469,393.11 1 6.875 4,236.31 44 6.375 4,236.31 YORBA LINDA CA 92886 2 07/20/01 00 0017640111 05 09/01/01 0 0017640111 O 08/01/16 0 5623114 405/405 F 425,000.00 ZZ 180 423,688.04 1 7.250 3,879.67 74 6.750 3,879.67 BURLINGTON MA 01803 2 08/10/01 00 0017656935 05 10/01/01 0 0017656935 O 09/01/16 0 5623115 405/405 F 490,000.00 ZZ 180 486,873.10 1 6.750 4,336.06 25 6.250 4,336.06 BEVERLY HILLS CA 90210 2 08/02/01 00 0017665423 05 10/01/01 0 0017665423 O 09/01/16 0 5623116 405/405 F 358,000.00 ZZ 180 356,870.52 1 7.000 3,217.81 77 6.500 3,217.81 CHINO HILLS CA 91709 2 08/13/01 00 0017674334 03 10/01/01 0 0017674334 O 09/01/16 0 5623117 405/405 F 375,000.00 ZZ 180 373,803.98 1 6.875 3,344.46 65 6.375 3,344.46 GERMANTOWN TN 38139 2 08/17/01 00 0017675141 05 10/01/01 0 1 0017675141 O 09/01/16 0 5623118 405/405 F 556,000.00 ZZ 180 554,226.71 1 6.875 4,958.71 80 6.375 4,958.71 LOS ANGELES CA 90066 1 08/03/01 00 0017677014 05 10/01/01 0 0017677014 O 09/01/16 0 5623119 405/405 F 575,250.00 ZZ 180 573,415.31 1 6.875 5,130.39 65 6.375 5,130.39 IRVINE CA 92612 1 08/08/01 00 0017695222 03 10/01/01 0 0017695222 O 09/01/16 0 5623120 405/405 F 355,000.00 ZZ 180 351,656.53 1 7.125 3,215.71 56 6.625 3,215.71 DISCOVERYBAY CA 94514 2 06/23/01 00 0019830033 05 08/01/01 0 0019830033 O 07/01/16 0 5623121 405/405 F 553,000.00 ZZ 180 551,217.08 2 6.750 4,893.55 45 6.250 4,893.55 BEVERLY HILLS CA 90212 2 08/07/01 00 0019890961 05 10/01/01 0 0019890961 O 09/01/16 0 5623122 405/405 F 206,000.00 ZZ 180 205,244.08 1 7.250 1,880.50 78 6.750 1,880.50 GLENDALE CA 91208 2 08/10/01 00 0019906585 05 10/01/01 0 0019906585 O 09/01/16 0 1 5623123 405/405 F 500,000.00 ZZ 180 496,801.49 1 6.875 4,459.27 72 6.250 4,459.27 MALIBU CA 90265 2 07/13/01 00 0012283669 01 09/01/01 0 0012283669 O 08/01/16 0 5623124 405/405 F 600,000.00 ZZ 180 596,203.02 1 7.000 5,392.97 67 6.250 5,392.97 LITTLETON CO 80123 2 07/19/01 00 0012303301 03 09/01/01 0 0012303301 O 08/01/16 0 5623125 405/405 F 299,000.00 ZZ 180 297,128.20 1 7.125 2,708.44 56 6.375 2,708.44 CARLSBAD CA 92009 2 07/24/01 00 0012316352 03 09/01/01 0 0012316352 O 08/01/16 0 5623127 405/405 F 647,000.00 ZZ 180 642,861.12 1 6.875 5,770.30 54 6.250 5,770.30 ALAMO CA 94507 2 07/17/01 00 0017565193 03 09/01/01 0 0017565193 O 08/01/16 0 5623128 405/405 F 495,000.00 ZZ 180 493,421.26 1 6.875 4,414.68 53 6.250 4,414.68 LOS ANGELES CA 90049 5 09/24/01 00 0017567439 05 10/01/01 0 0017567439 O 09/01/16 0 5623129 405/405 F 350,000.00 ZZ 180 347,011.55 1 6.500 3,048.88 73 6.250 3,048.88 1 DALY CITY CA 94015 2 08/02/01 00 0017575606 05 10/01/01 0 0017575606 O 09/01/16 0 5623130 405/405 F 826,000.00 ZZ 180 823,450.17 1 7.250 7,540.25 69 6.500 7,540.25 PITTSBURGH PA 15241 2 08/09/01 00 0017599457 05 10/01/01 0 0017599457 O 09/01/16 0 5623132 405/405 F 396,000.00 ZZ 180 391,504.27 1 6.875 3,531.75 72 6.250 3,531.75 SIMI VALLEY CA 93065 2 07/19/01 00 0017607185 03 09/01/01 0 0017607185 O 08/01/16 0 5623133 405/405 F 365,000.00 ZZ 180 362,599.49 1 6.750 3,229.92 34 6.250 3,229.92 BURLINGAME CA 94010 5 07/24/01 00 0017612284 05 09/01/01 0 0017612284 O 08/01/16 0 5623134 405/405 F 321,000.00 ZZ 180 319,965.07 1 6.750 2,840.56 78 6.250 2,840.56 AUSTIN TX 78734 2 08/08/01 00 0017665845 05 10/01/01 0 0017665845 O 09/01/16 0 5623135 405/405 F 650,000.00 ZZ 180 647,904.33 1 6.750 5,751.92 64 6.250 5,751.92 RANCHO PALOS VE CA 90275 2 08/07/01 00 0017673468 05 10/01/01 0 0017673468 O 09/01/16 0 1 5623136 405/405 F 500,000.00 ZZ 180 498,387.95 1 6.750 4,424.55 54 6.250 4,424.55 LOS ANGELES CA 90049 5 08/01/01 00 0017674672 05 10/01/01 0 0017674672 O 09/01/16 0 5623137 405/405 F 326,500.00 ZZ 180 324,478.11 1 7.250 2,980.50 50 6.500 2,980.50 CASTRO VALLEY CA 94552 2 07/27/01 00 0019890011 03 09/01/01 0 0019890011 O 08/01/16 0 5626080 E22/G01 F 500,000.00 ZZ 180 500,000.00 1 6.875 4,459.27 51 6.625 4,459.27 LOS ALTOS CA 94024 2 09/14/01 00 0412937617 05 11/01/01 0 0412937617 O 10/01/16 0 5626121 E22/G01 F 399,950.00 ZZ 180 399,950.00 1 7.000 3,594.86 59 6.750 3,594.86 WASHINGTON MI 48094 2 09/18/01 00 0412990905 07 11/01/01 0 0412990905 O 10/01/16 0 5626131 E22/G01 F 390,000.00 ZZ 180 390,000.00 1 6.500 3,397.32 50 6.250 3,397.32 EDMONDS WA 98020 2 09/17/01 00 0412993842 05 11/01/01 0 0412993842 O 10/01/16 0 5626155 E22/G01 F 75,000.00 ZZ 180 75,000.00 1 1 6.750 663.68 33 6.500 663.68 VAN NUYS CA 91405 5 09/14/01 00 0413005000 05 11/01/01 0 0413005000 O 10/01/16 0 5626158 E22/G01 F 303,000.00 ZZ 180 303,000.00 1 6.625 2,660.32 51 6.375 2,660.32 EPHRAIM UT 84627 2 09/19/01 00 0413005489 05 11/01/01 0 0413005489 O 10/01/16 0 5626828 E84/G01 F 300,000.00 ZZ 180 299,053.52 1 7.000 2,696.48 60 6.750 2,696.48 RIVER FOREST IL 60305 2 08/02/01 00 0433182995 05 10/01/01 0 11008052 O 09/01/16 0 5626947 E84/G01 F 650,000.00 ZZ 180 647,949.29 1 7.000 5,842.38 55 6.750 5,842.38 RANCHO PALOS VE CA 90275 2 08/02/01 00 0433181658 05 10/01/01 0 12052073 O 09/01/16 0 5627080 E84/G01 F 460,000.00 ZZ 180 458,580.00 1 7.250 4,199.17 80 7.000 4,199.17 CHICAGO IL 60610 1 08/15/01 00 0433181062 06 10/01/01 0 11208279 O 09/01/16 0 5627104 E84/G01 F 320,000.00 ZZ 180 315,926.20 1 7.000 2,876.25 42 6.750 2,876.25 WINNETKA IL 60093 2 05/03/01 00 0433236379 05 07/01/01 0 1 11005981 O 06/01/16 0 5627293 E84/G01 F 540,000.00 ZZ 180 538,296.33 1 7.000 4,853.67 30 6.750 4,853.67 PIEDMONT CA 94611 2 08/17/01 00 0433179884 05 10/01/01 0 54010630 O 09/01/16 0 5627392 E84/G01 F 480,000.00 ZZ 180 478,435.63 1 6.625 4,214.37 80 6.375 4,214.37 SAN MATEO CA 94403 1 08/03/01 00 0433189818 05 10/01/01 0 23010115 O 09/01/16 0 5627628 E84/G01 F 360,000.00 ZZ 180 358,851.82 1 6.875 3,210.68 57 6.625 3,210.68 HINSDALE IL 60521 1 08/29/01 00 0433179298 05 10/01/01 0 11403458 O 09/01/16 0 5627656 E84/G01 F 454,446.00 ZZ 180 452,980.82 1 6.750 4,021.44 67 6.500 4,021.44 OAKTON VA 22124 2 08/24/01 00 0433182409 05 10/01/01 0 70309616 O 09/01/16 0 5632870 964/G01 F 364,000.00 ZZ 180 364,000.00 1 6.625 3,195.90 80 6.375 3,195.90 SANDY UT 84093 1 09/25/01 00 0433229945 05 11/01/01 0 144501 O 10/01/16 0 1 5633916 B68/G01 F 420,000.00 ZZ 180 418,703.48 1 7.250 3,834.02 37 7.000 3,834.02 NEEDHAM MA 02492 1 08/16/01 00 0433183480 05 10/01/01 0 1031035476 O 09/01/16 0 5634282 624/G01 F 425,000.00 ZZ 180 425,000.00 1 6.875 3,790.38 54 6.625 3,790.38 LAFAYETTE CA 94549 5 09/18/01 00 0433219904 03 11/01/01 0 41000110556F O 10/01/16 0 5636546 714/G01 F 412,884.12 ZZ 180 412,884.12 1 6.750 3,653.65 78 6.500 3,653.65 CEDARBURG WI 53012 2 09/12/01 00 0433249422 05 11/01/01 0 0484209 O 10/01/16 0 5639682 E22/G01 F 43,000.00 ZZ 180 43,000.00 1 7.250 392.53 90 7.000 392.53 MEMPHIS TN 38109 2 09/18/01 10 0412956757 05 11/01/01 25 0412956757 O 10/01/16 0 5639714 E22/G01 F 364,000.00 ZZ 180 364,000.00 1 7.000 3,271.73 80 6.750 3,271.73 TROY MI 48098 2 09/20/01 00 0413009234 05 11/01/01 0 0413009234 O 10/01/16 0 5639726 E22/G01 F 528,000.00 ZZ 180 528,000.00 1 6.625 4,635.81 44 6.375 4,635.81 1 BELLELUVE WA 98006 2 09/11/01 00 0413019233 03 11/01/01 0 0413019233 O 10/01/16 0 5639820 721/G01 F 336,000.00 ZZ 180 334,939.93 1 7.000 3,020.07 80 6.750 3,020.07 BOSIE ID 83702 2 08/22/01 00 0433181930 05 10/01/01 0 7884080555 O 09/01/16 0 5639916 721/G01 F 465,000.00 ZZ 180 463,516.93 1 6.875 4,147.13 54 6.625 4,147.13 LEE'S SUMMIT MO 64064 5 08/24/01 00 0433182003 05 10/01/01 0 7881028717 O 09/01/16 0 5639967 721/G01 F 320,000.00 ZZ 180 318,990.41 1 7.000 2,876.26 60 6.750 2,876.26 CONIFER CO 80433 5 08/14/01 00 0433181971 05 10/01/01 0 7884031563 O 09/01/16 0 5648586 461/G01 F 450,000.00 ZZ 180 450,000.00 1 6.750 3,982.10 65 6.500 3,982.10 BEVERLY HILLS CA 90210 2 09/06/01 00 0433230885 05 11/01/01 0 9030809560 O 10/01/16 0 5648587 461/G01 F 377,500.00 ZZ 180 377,500.00 1 6.625 3,314.43 61 6.375 3,314.43 SILVERADO CA 92676 2 08/28/01 00 0433230877 05 11/01/01 0 9030762900 O 10/01/16 0 1 5648588 461/G01 F 380,000.00 ZZ 180 380,000.00 1 7.125 3,442.16 78 6.875 3,442.16 TARZANA CA 91356 1 09/12/01 00 0433233822 05 11/01/01 0 9030642482 O 10/01/16 0 5648589 461/G01 F 335,000.00 ZZ 180 333,931.55 1 6.875 2,987.72 54 6.625 2,987.72 MISSION VIEJO CA 92692 2 09/07/01 00 0433230893 05 10/01/01 0 9030784821 O 09/01/16 0 5648590 461/G01 F 335,000.00 ZZ 180 335,000.00 1 7.125 3,034.54 73 6.875 3,034.54 LIVERMORE CA 94550 5 09/10/01 00 0433230919 05 11/01/01 0 9030777361 O 10/01/16 0 5652493 E22/G01 F 523,000.00 ZZ 180 523,000.00 1 6.500 4,555.89 24 6.250 4,555.89 SAN FRANCISCO CA 94118 2 09/17/01 00 0412985442 05 11/01/01 0 0412985442 O 10/01/16 0 5652577 E22/G01 F 327,000.00 ZZ 180 327,000.00 1 6.625 2,871.04 63 6.375 2,871.04 EDMOND OK 73013 2 09/21/01 00 0413054305 03 11/01/01 0 0413054305 O 10/01/16 0 5656857 N47/G01 F 115,000.00 ZZ 180 115,000.00 1 1 6.125 978.22 42 5.875 978.22 ACWORTH GA 30101 1 09/19/01 00 0433211679 03 11/01/01 0 40112082 O 10/01/16 0 5657196 964/G01 F 365,000.00 ZZ 180 365,000.00 1 6.875 3,255.27 75 6.625 3,255.27 LOUSIVILLE CO 80027 5 09/10/01 00 0433197811 05 11/01/01 0 141977 O 10/01/16 0 5659814 994/994 F 295,000.00 ZZ 180 290,543.01 1 7.125 2,672.21 38 6.875 2,672.21 BRIDGEWATER NJ 08807 2 06/22/01 00 1000243755 05 08/01/01 0 1000243755 O 07/01/16 0 5660708 E82/G01 F 521,000.00 ZZ 180 521,000.00 1 7.250 4,756.02 72 7.000 4,756.02 SOUTH BEND IN 46614 2 09/20/01 00 0400442620 05 11/01/01 0 0400442620 O 10/01/16 0 5662315 E84/G01 F 500,000.00 ZZ 180 498,422.53 1 7.000 4,494.14 53 6.750 4,494.14 WINNETKA IL 60093 2 08/06/01 00 0433193018 05 09/01/01 0 11207406 O 08/01/16 0 5662343 550/550 F 271,000.00 ZZ 180 271,000.00 1 6.800 2,405.63 47 6.550 2,405.63 HAYWARD CA 94542 2 09/06/01 00 120540070 03 11/01/01 0 1 120540070 O 10/01/16 0 5665662 F28/G01 F 380,000.00 ZZ 180 377,672.29 1 7.375 3,495.71 26 7.125 3,495.71 WEST RIVER MD 20778 2 07/31/01 00 0433194859 05 09/01/01 0 107723 O 08/01/16 0 5665676 F28/G01 F 323,600.00 ZZ 180 322,556.68 1 6.750 2,863.57 77 6.500 2,863.57 COLUMBIA MD 21044 2 08/24/01 00 0433191772 03 10/01/01 0 22200340 O 09/01/16 0 5665763 F28/G01 F 385,000.00 ZZ 180 383,758.72 1 6.750 3,406.90 21 6.500 3,406.90 MERCER ISLAND WA 98040 5 08/24/01 00 0433194586 05 10/01/01 0 7313620 O 09/01/16 0 5665880 F28/G01 F 590,000.00 ZZ 180 588,118.26 1 6.875 5,261.94 66 6.625 5,261.94 POTOMAC MD 20854 2 08/17/01 00 0433193455 05 10/01/01 0 7202310 O 09/01/16 0 5665976 F28/G01 F 350,000.00 ZZ 180 350,000.00 1 6.875 3,121.49 63 6.625 3,121.49 NOVI MI 48374 2 09/05/01 00 0433194511 05 11/01/01 0 7251903 O 10/01/16 0 1 5666007 F28/G01 F 600,000.00 ZZ 180 598,127.51 1 7.125 5,434.99 30 6.875 5,434.99 LAS VEGAS NV 89113 2 08/15/01 00 0433220795 03 10/01/01 0 01508 O 09/01/16 0 5666210 F28/G01 F 505,000.00 ZZ 180 503,371.84 1 6.750 4,468.79 46 6.500 4,468.79 SAN DIEGO CA 92131 2 08/16/01 00 0433192069 03 10/01/01 0 7068178 O 09/01/16 0 5666669 F28/G01 F 350,000.00 ZZ 180 348,871.56 1 6.750 3,097.18 67 6.500 3,097.18 WHITE PLAINS NY 10603 5 08/22/01 00 0433191848 09 10/01/01 0 7171820 O 09/01/16 0 5666799 F28/G01 F 650,000.00 ZZ 180 645,841.92 1 6.875 5,797.05 65 6.625 5,797.05 DALLAS TX 75218 2 07/27/01 00 0433193224 05 09/01/01 0 7085618 O 08/01/16 0 5667249 F28/G01 F 323,000.00 ZZ 180 323,000.00 1 7.125 2,925.83 76 6.875 2,925.83 MILL CREEK WA 98012 2 09/04/01 00 0433196904 03 11/01/01 0 7163629 O 10/01/16 0 5667390 F28/G01 F 390,000.00 ZZ 180 388,808.02 1 7.375 3,587.70 57 7.125 3,587.70 1 DUBLIN NH 03444 2 08/01/01 00 0433196631 05 10/01/01 0 1034034 O 09/01/16 0 5667635 F28/G01 F 354,000.00 ZZ 180 354,000.00 1 6.875 3,157.16 71 6.625 3,157.16 MILLIS MA 02054 2 08/30/01 00 0433196110 05 11/01/01 0 7043088 O 10/01/16 0 5667783 F28/G01 F 450,000.00 ZZ 180 448,564.79 1 6.875 4,013.34 67 6.625 4,013.34 SEATTLE WA 98101 2 08/29/01 00 0433195443 08 10/01/01 0 7376787 O 09/01/16 0 5668067 F28/G01 F 506,000.00 ZZ 180 504,315.02 1 6.375 4,373.11 70 6.125 4,373.11 BELLAIRE TX 77401 1 08/29/01 00 0433194073 05 10/01/01 0 7318664 O 09/01/16 0 5668274 F28/G01 F 342,000.00 ZZ 180 340,885.39 1 6.625 3,002.74 75 6.375 3,002.74 LEBANON OH 45036 2 08/24/01 00 0433193539 05 10/01/01 0 7322557 O 09/01/16 0 5668453 F28/G01 F 291,200.00 T 180 290,240.66 1 6.500 2,536.66 65 6.250 2,536.66 EAGLA VAIL CO 81620 2 08/23/01 00 0433193398 09 10/01/01 0 7328505 O 09/01/16 0 1 5668664 F28/G01 F 580,000.00 ZZ 180 580,000.00 1 6.625 5,092.36 80 6.375 5,092.36 LACONNOR WA 98257 2 09/07/01 00 0433218872 05 11/01/01 0 7327574 O 10/01/16 0 5668801 F28/G01 F 600,000.00 ZZ 180 600,000.00 1 6.500 5,226.65 34 6.250 5,226.65 CHARLOTTE NC 28210 5 09/04/01 00 0433192747 03 11/01/01 0 7325693 O 10/01/16 0 5669026 F28/G01 F 564,800.00 ZZ 180 564,800.00 1 6.625 4,958.91 80 6.375 4,958.91 MONUMENT CO 80132 1 09/11/01 00 0433192549 03 11/01/01 0 7261829 O 10/01/16 0 5670012 F28/G01 F 650,000.00 ZZ 180 647,926.90 1 6.875 5,797.05 79 6.625 5,797.05 PLYMOUTH MN 55446 2 08/27/01 00 0433218864 05 10/01/01 0 7343462 O 09/01/16 0 5678144 E82/G01 F 534,500.00 ZZ 180 534,500.00 1 6.875 4,766.96 80 6.625 4,766.96 BERKELEY CA 94703 2 09/12/01 00 0400483897 05 11/01/01 0 0400483897 O 10/01/16 0 5678178 E82/G01 F 384,000.00 ZZ 180 384,000.00 1 1 6.750 3,398.05 62 6.500 3,398.05 TUSTIN CA 92782 2 09/20/01 00 0400474896 03 11/01/01 0 1734916 O 10/01/16 0 5679786 286/286 F 387,000.00 ZZ 180 380,623.60 1 6.625 3,397.84 90 6.375 3,397.84 INDIANOLA IA 50125 2 04/06/01 11 0000318374 05 06/01/01 25 0000318374 O 05/01/16 0 5680078 286/286 F 300,000.00 ZZ 180 298,080.90 1 6.875 2,675.56 70 6.625 2,675.56 FOUNTAIN VALLEY CA 92708 5 07/17/01 00 09836977 05 09/01/01 0 09836977 O 08/01/16 0 5680394 286/286 F 311,000.00 ZZ 180 308,102.44 1 7.250 2,839.00 62 7.000 2,839.00 CYPRESS CA 90630 2 06/11/01 00 09816172 05 08/01/01 0 09816172 O 07/01/16 0 5680651 286/286 F 527,000.00 ZZ 180 525,355.33 1 7.125 4,773.73 62 6.875 4,773.73 ST LOUIS MO 63131 2 08/17/01 00 0000511192 05 10/01/01 0 0000511192 O 09/01/16 0 5680811 286/286 F 383,000.00 ZZ 180 381,751.76 1 6.625 3,362.72 60 6.375 3,362.72 SWAMPSCOTT MA 01907 2 08/27/01 00 09884709 05 10/01/01 0 1 09884709 O 09/01/16 0 5697003 956/G01 F 320,000.00 ZZ 180 318,979.40 1 6.875 2,853.93 73 6.625 2,853.93 BUENA PARK CA 90621 5 08/08/01 00 0433223880 03 10/01/01 0 616121 O 09/01/16 0 5700393 956/G01 F 300,000.00 ZZ 180 299,022.27 1 6.625 2,633.98 75 6.375 2,633.98 DUNWOODY GA 30338 5 08/30/01 00 0433223641 05 10/01/01 0 2711080071 O 09/01/16 0 5704461 E22/G01 F 318,000.00 ZZ 180 318,000.00 1 7.375 2,925.36 73 7.125 2,925.36 ANTHEM AZ 85286 2 09/24/01 00 0412851917 05 11/01/01 0 0412851917 O 10/01/16 0 5704516 E22/G01 F 69,000.00 ZZ 180 69,000.00 1 6.625 605.82 64 6.375 605.82 HOUSTON TX 77083 1 09/28/01 00 0412994188 03 11/01/01 0 0412994188 O 10/01/16 0 5704527 E22/G01 F 56,500.00 ZZ 180 56,500.00 1 6.875 503.90 68 6.625 503.90 SPOKANE WA 99207 2 09/13/01 00 0413002809 05 11/01/01 0 0413002809 O 10/01/16 0 1 5704551 E22/G01 F 439,000.00 ZZ 180 439,000.00 1 6.500 3,824.16 56 6.250 3,824.16 WEST BLOOMFIELD MI 48323 2 09/24/01 00 0413015959 05 11/01/01 0 0413015959 O 10/01/16 0 5704681 E22/G01 F 287,000.00 ZZ 180 287,000.00 1 6.500 2,500.08 68 6.250 2,500.08 DALLAS TX 75230 5 09/24/01 00 0413068289 05 11/01/01 0 0413068289 O 10/01/16 0 5705019 E82/G01 F 364,000.00 ZZ 180 364,000.00 1 6.875 3,246.35 43 6.625 3,246.35 SAN MARINO CA 91108 2 09/22/01 00 0400480554 05 11/01/01 0 1932949 O 10/01/16 0 5717332 L49/G01 F 414,400.00 ZZ 180 413,034.80 1 6.500 3,609.87 80 6.250 3,609.87 COSTA MESA CA 92626 1 08/28/01 00 0433218476 03 10/01/01 0 10006457 O 09/01/16 0 5724096 E22/G01 F 151,900.00 ZZ 180 151,900.00 1 6.750 1,344.18 70 6.500 1,344.18 TROY MI 48083 2 09/26/01 00 0413039702 05 11/01/01 0 0413039702 O 10/01/16 0 5725147 994/994 F 400,000.00 ZZ 180 398,724.25 1 6.875 3,567.42 63 6.625 3,567.42 1 COLUMBUS IN 47201 2 08/17/01 00 80903837 03 10/01/01 0 80903837 O 09/01/16 0 5725302 994/994 F 525,000.00 ZZ 180 523,307.36 1 6.750 4,645.77 53 6.500 4,645.77 HOLLISWOOD NY 11423 5 08/17/01 00 402257996 05 10/01/01 0 402257996 O 09/01/16 0 5725433 994/994 F 650,000.00 ZZ 180 645,974.82 1 7.250 5,933.61 47 7.000 5,933.61 ORONO MN 55331 2 07/31/01 00 218554396 05 09/01/01 0 218554396 O 08/01/16 0 5725583 994/994 F 314,000.00 ZZ 180 310,103.13 1 7.375 2,888.56 57 7.125 2,888.56 INVERNESS IL 60067 5 08/27/01 00 218668758 05 10/01/01 0 218668758 O 09/01/16 0 5725666 994/994 F 419,000.00 ZZ 180 419,000.00 1 6.750 3,707.77 64 6.500 3,707.77 STARKVILLE MS 39759 2 09/10/01 00 80866563 05 11/01/01 0 80866563 O 10/01/16 0 5725899 994/994 F 349,000.00 ZZ 180 341,401.74 1 7.000 3,136.92 59 6.750 3,136.92 MONTVALE NJ 07645 5 05/26/01 00 1000287164 05 07/01/01 0 1000287164 O 06/01/16 0 1 5726032 994/994 F 332,000.00 ZZ 180 330,941.12 1 6.875 2,960.96 62 6.625 2,960.96 WALL TOWNSHIP NJ 08736 2 08/22/01 00 100312312 05 10/01/01 0 100312312 O 09/01/16 0 5726295 994/994 F 350,000.00 ZZ 180 348,895.77 1 7.000 3,145.90 44 6.750 3,145.90 WICHITA FALLS TX 76308 2 08/14/01 00 81006144 05 10/01/01 0 81006144 O 09/01/16 0 5727228 994/994 F 460,000.00 ZZ 180 458,548.71 1 7.000 4,134.62 70 6.750 4,134.62 NORWELL MA 02061 5 08/27/01 00 1000294415 05 10/01/01 0 1000294415 O 09/01/16 0 5727421 994/994 F 282,000.00 ZZ 180 282,000.00 1 6.750 2,495.44 90 6.500 2,495.44 CUCAMONGA CA 91701 5 09/07/01 26 218760944 05 11/01/01 25 218760944 O 10/01/16 0 5736208 E22/G01 F 378,500.00 ZZ 180 378,500.00 1 6.750 3,349.38 50 6.500 3,349.38 TROY MI 48098 2 09/27/01 00 0413012519 05 11/01/01 0 0413012519 O 10/01/16 0 5736286 E22/G01 F 170,000.00 ZZ 180 170,000.00 1 1 6.375 1,469.23 48 6.125 1,469.23 HOUSTON TX 77006 5 09/27/01 00 0413050766 03 11/01/01 0 0413050766 O 10/01/16 0 5766864 E82/G01 F 532,650.00 ZZ 180 532,650.00 1 6.875 4,750.46 77 6.625 4,750.46 GOLDEN CO 80401 2 09/28/01 00 0400495917 05 11/01/01 0 1951220 O 10/01/16 0 5767298 E22/G01 F 420,000.00 ZZ 180 420,000.00 1 6.625 3,687.57 64 6.375 3,687.57 WOODINVILLE WA 98072 2 09/24/01 00 0413017013 05 11/01/01 0 0413017013 O 10/01/16 0 5767362 E22/G01 F 302,000.00 ZZ 180 302,000.00 1 6.750 2,672.43 38 6.500 2,672.43 SEATTLE WA 98112 2 09/25/01 00 0413042078 05 11/01/01 0 0413042078 O 10/01/16 0 5786972 964/G01 F 350,000.00 ZZ 180 350,000.00 1 6.875 3,121.49 65 6.625 3,121.49 CAMPBELL CA 95008 2 09/20/01 00 0433235686 05 11/01/01 0 146696 O 10/01/16 0 5811790 E22/G01 F 747,500.00 ZZ 180 747,500.00 1 6.875 6,666.61 65 6.625 6,666.61 TAMPA FL 33629 5 10/01/01 00 0413037938 03 11/01/01 0 1 0413037938 O 10/01/16 0 5811808 E22/G01 F 320,000.00 ZZ 180 320,000.00 1 6.750 2,831.71 50 6.500 2,831.71 RIVERSIDE IL 60546 2 10/01/01 00 0413044439 05 11/01/01 0 0413044439 O 10/01/16 0 5812534 956/G01 F 322,500.00 ZZ 180 322,500.00 1 6.875 2,876.23 72 6.625 2,876.23 BALLWIN MO 63011 2 09/17/01 00 0433235173 05 11/01/01 0 1111081112 O 10/01/16 0 TOTAL NUMBER OF LOANS : 573 TOTAL ORIGINAL BALANCE : 229,966,558.12 TOTAL PRINCIPAL BALANCE : 228,472,721.97 TOTAL ORIGINAL P+I : 2,056,398.37 TOTAL CURRENT P+I : 2,056,398.38 *************************** * END OF REPORT * *************************** EXHIBIT TWO SCHEDULE OF DISCOUNT FRACTIONS Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance 5656857 "$115,000.00 " 0.05845 0.0648 "$7,452.00 " 5428008 "$373,737.78 " 0.0597 0.0448 "$16,743.45 " 5477847 "$352,603.97 " 0.0597 0.0448 "$15,796.66 " 5457093 "$530,000.00 " 0.06095 0.0248 "$13,144.00 " 5535063 "$159,300.00 " 0.06095 0.0248 "$3,950.64 " 5623099 "$526,657.04 " 0.06095 0.0248 "$13,061.09 " 5503596 "$350,000.00 " 0.06095 0.0248 "$8,680.00 " 5291184 "$383,717.94 " 0.06095 0.0248 "$9,516.20 " 5244518 "$346,342.82 " 0.06095 0.0248 "$8,589.30 " 5535509 "$65,000.00 " 0.06095 0.0248 "$1,612.00 " 4694813 "$189,346.89 " 0.06095 0.0248 "$4,695.80 " 5736286 "$170,000.00 " 0.06095 0.0248 "$4,216.00 " 4787451 "$306,859.66 " 0.06095 0.0248 "$7,610.12 " 5668067 "$504,315.02 " 0.06095 0.0248 "$12,507.01 " 5049828 "$792,016.57 " 0.0617 0.0128 "$10,137.81 " 5537471 "$343,018.71 " 0.0622 0.0048 "$1,646.49 " 5537491 "$395,767.91 " 0.0622 0.0048 "$1,899.69 " 5541490 "$296,500.00 " 0.0622 0.0048 "$1,423.20 " 5546551 "$350,000.00 " 0.0622 0.0048 "$1,680.00 " 5555681 "$280,000.00 " 0.0622 0.0048 "$1,344.00 " 5571206 "$360,000.00 " 0.0622 0.0048 "$1,728.00 " 5546219 "$568,122.18 " 0.0622 0.0048 "$2,726.99 " 5528657 "$372,522.51 " 0.0622 0.0048 "$1,788.11 " 5514288 "$399,900.00 " 0.0622 0.0048 "$1,919.52 " 5600784 "$372,263.76 " 0.0622 0.0048 "$1,786.87 " 5489866 "$319,942.50 " 0.0622 0.0048 "$1,535.72 " 5421590 "$288,840.41 " 0.0622 0.0048 "$1,386.43 " 5413405 "$372,522.49 " 0.0622 0.0048 "$1,788.11 " 5351901 "$325,833.02 " 0.0622 0.0048 "$1,564.00 " 5315985 "$398,632.40 " 0.0622 0.0048 "$1,913.44 " 5266561 "$601,958.37 " 0.0622 0.0048 "$2,889.40 " 4961509 "$298,000.00 " 0.0622 0.0048 "$1,430.40 " 4932169 "$336,621.46 " 0.0622 0.0048 "$1,615.78 " 5493189 "$416,500.00 " 0.0622 0.0048 "$1,999.20 " 5623133 "$362,599.49 " 0.0622 0.0048 "$1,740.48 " 5194292 "$109,266.55 " 0.0622 0.0048 $524.48 5717332 "$413,034.80 " 0.0622 0.0048 "$1,982.57 " 5704681 "$287,000.00 " 0.0622 0.0048 "$1,377.60 " 5704551 "$439,000.00 " 0.0622 0.0048 "$2,107.20 " 5668801 "$600,000.00 " 0.0622 0.0048 "$2,880.00 " 5668453 "$290,240.66 " 0.0622 0.0048 "$1,393.16 " 5652493 "$523,000.00 " 0.0622 0.0048 "$2,510.40 " 5166891 "$345,185.20 " 0.0622 0.0048 "$1,656.89 " 5035929 "$388,715.18 " 0.0622 0.0048 "$1,865.83 " 5626131 "$390,000.00 " 0.0622 0.0048 "$1,872.00 " 5623136 "$498,387.95 " 0.0622 0.0048 "$2,392.26 " 5614921 "$832,000.00 " 0.0622 0.0048 "$3,993.60 " 5623134 "$319,965.07 " 0.0622 0.0048 "$1,535.83 " 5614798 "$221,200.00 " 0.0622 0.0048 "$1,061.76 " 5623132 "$391,504.27 " 0.0622 0.0048 "$1,879.22 " 5623129 "$347,011.55 " 0.0622 0.0048 "$1,665.66 " 5623128 "$493,421.26 " 0.0622 0.0048 "$2,368.42 " 5623127 "$642,861.12 " 0.0622 0.0048 "$3,085.73 " 5623124 "$596,203.02 " 0.0622 0.0048 "$2,861.77 " 5623123 "$496,801.49 " 0.0622 0.0048 "$2,384.65 " 5623121 "$551,217.08 " 0.0622 0.0048 "$2,645.84 " 5623115 "$486,873.10 " 0.0622 0.0048 "$2,336.99 " 5623107 "$647,904.33 " 0.0622 0.0048 "$3,109.94 " 5623102 "$765,336.88 " 0.0622 0.0048 "$3,673.62 " 5623101 "$347,687.66 " 0.0622 0.0048 "$1,668.90 " 5614958 "$600,000.00 " 0.0622 0.0048 "$2,880.00 " 5623135 "$647,904.33 " 0.0622 0.0048 "$3,109.94 " EXHIBIT THREE INFORMATION TO BE INCLUDED IN MONTHLY DISTRIBUTION DATE STATEMENT (i) (a) the amount of such distribution to the Certificateholders of such Class applied to reduce the Certificate Principal Balance thereof, and (b) the aggregate amount included therein representing Principal Prepayments; (ii) the amount of such distribution to Holders of such Class of Certificates allocable to interest; (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; (iv) the amount of any Advance by the Master Servicer pursuant to Section 4.04; (v) the number and Pool Stated Principal Balance of the Mortgage Loans after giving effect to the distribution of principal on such Distribution Date; (vi) the aggregate Certificate Principal Balance of each Class of Certificates and the Senior Percentage, after giving effect to the amounts distributed on such Distribution Date, separately identifying any reduction thereof due to Realized Losses other than pursuant to an actual distribution of principal; (vii) the related Subordinate Principal Distribution Amount and Prepayment Distribution Percentage, if applicable; (viii) on the basis of the most recent reports furnished to it by Sub-Servicers, the number and aggregate principal balances of Mortgage Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or more days and the number and aggregate principal balance of Mortgage Loans that are in foreclosure; (ix) the number, aggregate principal balance and book value of any REO Properties; (x) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of Certificates, after giving effect to the distribution made on such Distribution Date; (xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of the close of business on such Distribution Date and a description of any change in the calculation of such amounts; (xii) the weighted average Pool Strip Rate for such Distribution Date and the Pass- Through Rate with respect to the Class A-V Certificates and each Subclass, if any, thereof; -1- (xiii) [RESERVED]; (xiv) the Notional Amount with respect to each class of Interest Only Certificates and each Subclass Notional Amount; (xv) the occurrence of the Credit Support Depletion Date; (xvi) the related Senior Accelerated Distribution Percentage applicable to such distribution; (xvii) the related Senior Percentage for such Distribution Date; (xviii)the aggregate amount of Realized Losses for such Distribution Date; (xix) the aggregate amount of any recoveries on previously foreclosed loans from Sellers due to a breach of representation or warranty assigned to the Trustee pursuant to Section 2.04; (xx) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; (xxi) the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; (xxii) if any of the Class M Certificates are held by a Depository, a legend substantially in the form of Exhibit H-3 to the Standard Terms, referencing such Certificates. In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination. The Trustee's internet website will initially be located at http://www.abs.bankone.com. To receive this statement via first class mail, telephone the Trustee at (800) 524-9472. -2- EXHIBIT FOUR STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF JULY 1, 2001 EXECUTION COPY -------------------------------------------------------------------------------- STANDARD TERMS OF POOLING AND SERVICING AGREEMENT Dated as of July 1, 2001 Residential Funding Mortgage Securities I, Inc. Mortgage Pass-Through Certificates --------------------------------------------------------------------------------
TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.01 Definitions............................................................1 Section 1.02 Use of Words and Phrases..............................................29 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans..........................................30 Section 2.02 Acceptance by Trustee.................................................36 Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company...............................................................37 Section 2.04 Representations and Warranties of Sellers.............................39 Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC I.......................................41 Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II Regular Interests; Acceptance by the Trustee.............................................41 Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II.............41 Section 2.08 Purposes and Powers of the Trust......................................41 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 3.01 Master Servicer to Act as Servicer....................................41 Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations.................43 Section 3.03 Successor Subservicers................................................44 Section 3.04 Liability of the Master Servicer......................................44 Section 3.05 No Contractual Relationship Between Subservicer and Trustee or Certificateholders....................................................45 Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......45 Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account...............................................................45 Section 3.08 Subservicing Accounts; Servicing Accounts.............................48 Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage Loans.................................................................49 Section 3.10 Permitted Withdrawals from the Custodial Account......................50 Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder .....................................................................51 i Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....52 Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments.......................................54 Section 3.14 Realization Upon Defaulted Mortgage Loans.............................56 Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................59 Section 3.16 Servicing and Other Compensation; Compensating Interest...............60 Section 3.17 Reports to the Trustee and the Company................................61 Section 3.18 Annual Statement as to Compliance.....................................61 Section 3.19 Annual Independent Public Accountants' Servicing Report...............62 Section 3.20 Rights of the Company in Respect of the Master Servicer...............62 Section 3.21 Administration of Buydown Funds.......................................63 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01 Certificate Account...................................................63 Section 4.02 Distributions.........................................................64 Section 4.03 Statements to Certificateholders......................................64 Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer.......................................................65 Section 4.05 Allocation of Realized Losses.........................................66 Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........66 Section 4.07 Optional Purchase of Defaulted Mortgage Loans.........................67 Section 4.08 Surety Bond...........................................................67 ARTICLE V THE CERTIFICATES Section 5.01 The Certificates......................................................68 Section 5.02 Registration of Transfer and Exchange of Certificates.................70 Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................75 Section 5.04 Persons Deemed Owners.................................................76 Section 5.05 Appointment of Paying Agent...........................................76 ARTICLE VI THE COMPANY AND THE MASTER SERVICER Section 6.01 Respective Liabilities of the Company and the Master Servicer.........77 Section 6.02 Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer.................77 Section 6.03 Limitation on Liability of the Company, the Master Servicer and Others .....................................................................78 Section 6.04 Company and Master Servicer Not to Resign.............................79 ARTICLE VII ii DEFAULT Section 7.01 Events of Default.....................................................79 Section 7.02 Trustee or Company to Act; Appointment of Successor...................81 Section 7.03 Notification to Certificateholders....................................82 Section 7.04 Waiver of Events of Default...........................................82 ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01 Duties of Trustee.....................................................83 Section 8.02 Certain Matters Affecting the Trustee.................................84 Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.................86 Section 8.04 Trustee May Own Certificates..........................................86 Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...86 Section 8.06 Eligibility Requirements for Trustee..................................87 Section 8.07 Resignation and Removal of the Trustee................................88 Section 8.08 Successor Trustee.....................................................89 Section 8.09 Merger or Consolidation of Trustee....................................89 Section 8.10 Appointment of Co-Trustee or Separate Trustee.........................89 Section 8.11 Appointment of Custodians.............................................90 Section 8.12 Appointment of Office or Agency.......................................91 ARTICLE IX TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans 91 Section 9.02 Additional Termination Requirements...................................94 Section 9.03 Termination of Multiple REMICs........................................95 ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration..................................................95 Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification......99 Section 10.03 Designation of REMIC(s)...............................................99 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment.............................................................99 Section 11.02 Recordation of Agreement; Counterparts...............................102 Section 11.03 Limitation on Rights of Certificateholders...........................102 Section 11.04 Governing Law........................................................103 Section 11.05 Notices..............................................................103 iii Section 11.06 Required Notices to Rating Agency and Subservicer....................103 Section 11.07 Severability of Provisions...........................................104 Section 11.08 Supplemental Provisions for Resecuritization.........................104 Section 11.09 Allocation of Voting Rights..........................................105
EXHIBITS Exhibit A: Form of Class A Certificate Exhibit B: Form of Class M Certificate Exhibit C: Form of Class B Certificate Exhibit D: Form of Class R Certificate Exhibit E: Form of Seller/Servicer Contract Exhibit F: Forms of Request for Release Exhibit G-1: Form of Transfer Affidavit and Agreement Exhibit G-2: Form of Transferor Certificate Exhibit H: Form of Investor Representation Letter Exhibit I: Form of Transferor Representation Letter Exhibit J: Form of Rule 144A Investment Representation Letter Exhibit K: Text of Amendment to Pooling and Servicing Agreement Pursuant to Section 11.01(e) for a Limited Guaranty Exhibit L: Form of Limited Guaranty Exhibit M: Form of Lender Certification for Assignment of Mortgage Loan Exhibit N: Request for Exchange Form iv This is the Standard Terms of Pooling and Servicing Agreement, dated as of July 1, 2001 (the "Standard Terms", and as incorporated by reference into a Series Supplement dated as of the Cut-off Date, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company (together with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and the trustee named in the applicable Series Supplement (together with its permitted successors and assigns, the "Trustee"). PRELIMINARY STATEMENT: The Company intends to sell certain mortgage pass-through certificates (collectively, the "Certificates"), to be issued under the Agreement in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Accretion Termination Date: As defined in the Series Supplement. Accrual Certificates: As defined in the Series Supplement. Accrued Certificate Interest: With respect to each Distribution Date, as to any Class or Subclass of Certificates (other than any Principal Only Certificates), interest accrued during the related Interest Accrual Period at the related Pass-Through Rate on the Certificate Principal Balance or Notional Amount thereof immediately prior to such Distribution Date. Accrued Certificate Interest will be calculated on the basis of a 360-day year, consisting of twelve 30-day months. In each case Accrued Certificate Interest on any Class or Subclass of Certificates will be reduced by the amount of: (i) Prepayment Interest Shortfalls on all Mortgage Loans or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group (to the extent not offset by the Master Servicer with a payment of Compensating Interest as provided in Section 4.01), (ii) the interest portion (adjusted to the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized Losses on all Mortgage Loans or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group (including Excess Special Hazard 1 Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses) not allocated solely to one or more specific Classes of Certificates pursuant to Section 4.05, (iii) the interest portion of Advances that were (A) previously made with respect to a Mortgage Loan or REO Property on all Mortgage Loans or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group, which remained unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property or (B) made with respect to delinquencies that were ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, and (iv) any other interest shortfalls not covered by the subordination provided by the Class M Certificates and Class B Certificates, including interest that is not collectible from the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or similar legislation or regulations as in effect from time to time, with all such reductions allocated (A) among all of the Certificates in proportion to their respective amounts of Accrued Certificate Interest payable on such Distribution Date absent such reductions or (B) if the Mortgage Pool is comprised of two or more Loan Groups, the related Senior Percentage of such reductions among the related Senior Certificates in proportion to the amounts of Accrued Certificate Interest payable from the related Loan Group on such Distribution Date absent such reductions, with the remainder of such reductions allocated among the holders of the Class M Certificates and Class B Certificates in proportion to their respective amounts of Accrued Certificate Interest payable on such Distribution Date absent such reductions. In addition to that portion of the reductions described in the preceding sentence that are allocated to any Class of Class B Certificates or any Class of Class M Certificates, Accrued Certificate Interest on such Class of Class B Certificates or such Class of Class M Certificates will be reduced by the interest portion (adjusted to the Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of Class B Certificates or such Class of Class M Certificates pursuant to Section 4.05. Addendum and Assignment Agreement: The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer. Additional Collateral: Any of the following held, in addition to the related Mortgaged Property, as security for a Mortgage Loan: (i) all money, securities, security entitlements, accounts, general intangibles, payment rights, instruments, documents, deposit accounts, certificates of deposit, commodities contracts and other investment property and other property of whatever kind or description now existing or hereafter acquired which is pledged as security for the repayment of such Mortgage Loan, (ii) third-party guarantees, and (A) all money, securities, security entitlements, accounts, general intangibles, payment rights, instruments, documents, deposit accounts, certificates of deposit, commodities contracts and other investment property and other property of whatever kind or description now existing or hereafter acquired which is pledged as collateral for such guarantee or (B) any mortgaged property securing the performance of such guarantee, or (iii) such other collateral as may be set forth in the Series Supplement. 2 Additional Collateral Loan: Each Mortgage Loan that is supported by Additional Collateral. Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of determination, the Mortgage Rate borne by the related Mortgage Note, less the rate at which the related Subservicing Fee accrues. Advance: As to any Mortgage Loan, any advance made by the Master Servicer, pursuant to Section 4.04. Affiliate: With respect to any Person, any other Person controlling, controlled by or under common control with such first Person. For the purposes of this definition, "control" means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Ambac: Ambac Assurance Corporation (formerly known as AMBAC Indemnity Corporation). Amount Held for Future Distribution: As to any Distribution Date and, with respect to any Mortgage Pool that is comprised of two or more Loan Groups, each Loan Group, the total of the amounts held in the Custodial Account at the close of business on the preceding Determination Date on account of (i) Liquidation Proceeds, Insurance Proceeds, Curtailments, Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made pursuant to Section 2.03 or 2.04 received or made in the month of such Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and purchases of Mortgage Loans that the Master Servicer has deemed to have been received in the preceding month in accordance with Section 3.07(b)), and Principal Prepayments in Full made after the related Prepayment Period, and (ii) payments which represent early receipt of scheduled payments of principal and interest due on a date or dates subsequent to the related Due Date. Appraised Value: As to any Mortgaged Property, the lesser of (i) the appraised value of such Mortgaged Property based upon the appraisal made at the time of the origination of the related Mortgage Loan, and (ii) the sales price of the Mortgaged Property at such time of origination, except in the case of a Mortgaged Property securing a refinanced or modified Mortgage Loan as to which it is either the appraised value determined above or the appraised value determined in an appraisal at the time of refinancing or modification, as the case may be. Assigned Contracts: With respect to any Pledged Asset Loan: the Credit Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage Corporation, National Financial Services Corporation and the Mortgagor or other person pledging the related Pledged Assets; the Additional Collateral Agreement, between GMAC Mortgage Corporation and the Mortgagor or other person pledging the related Pledged Assets; or such other contracts as may be set forth in the Series Supplement. Assignment: An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property 3 is located to reflect of record the sale of the Mortgage Loan to the Trustee for the benefit of Certificateholders, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering Mortgages secured by Mortgaged Properties located in the same county, if permitted by law and accompanied by an Opinion of Counsel to that effect. Assignment Agreement: The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans. Assignment of Proprietary Lease: With respect to a Cooperative Loan, the assignment of the related Cooperative Lease from the Mortgagor to the originator of the Cooperative Loan. Available Distribution Amount: As to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on the immediately preceding Determination Date and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account or the Certificate Account pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to the Surety Bond in respect of such Distribution Date and (vii) the proceeds of any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (x) the Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Such amount shall be determined separately for each Loan Group. Additionally, with respect to any Mortgage Pool that is comprised of two or more Loan Groups, if on any Distribution Date Compensating Interest provided pursuant to Section 3.16(e) is less than Prepayment Interest Shortfalls incurred on the Mortgage Loans in connection with Principal Prepayments in Full received during the related Prepayment Period and Curtailments made in the prior calendar month, such Compensating Interest shall be allocated on such Distribution Date to the Available Distribution Amount for each Loan Group on a pro rata basis in accordance with the respective amounts of such Prepayment Interest Shortfalls incurred on the Mortgage Loans in such Loan Group in respect of such Distribution Date. Bankruptcy Code: The Bankruptcy Code of 1978, as amended. Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation or Debt Service Reduction; provided, however, that neither a Deficient Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long as the Master Servicer has notified the Trustee in writing that the Master Servicer is diligently pursuing any remedies that may exist in connection with the representations and warranties made regarding the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard to payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan and any premiums on any 4 applicable primary hazard insurance policy and any related escrow payments in respect of such Mortgage Loan are being advanced on a current basis by the Master Servicer or a Subservicer, in either case without giving effect to any Debt Service Reduction. Book-Entry Certificate: Any Certificate registered in the name of the Depository or its nominee, and designated as such in the Preliminary Statement to the Series Supplement. 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, the State of Michigan, the State of California or the State of Illinois (and such other state or states in which the Custodial Account or the Certificate Account are at the time located) are required or authorized by law or executive order to be closed. Buydown Funds: Any amount contributed by the seller of a Mortgaged Property, the Company or other source in order to enable the Mortgagor to reduce the payments required to be made from the Mortgagor's funds in the early years of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to deposit into the Custodial or Certificate Account. Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of interest is paid out of related Buydown Funds in accordance with a related buydown agreement. Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO Acquisition occurred, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith expects to be finally recoverable with respect to such Mortgage Loan. Certificate Account Deposit Date: As to any Distribution Date, the Business Day prior thereto. Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate Register, and, in respect of any Insured Certificates, the Certificate Insurer to the extent of Cumulative Insurance Payments, except that neither a Disqualified Organization nor a Non-United States Person shall be a holder of a Class R Certificate for purposes hereof and, solely for the purpose of giving any consent or direction pursuant to this Agreement, any Certificate, other than a Class R Certificate, registered in the name of the Company, the Master Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be outstanding and the Percentage Interest or Voting Rights evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests or Voting Rights necessary to effect any such consent or direction has been obtained. All references herein to "Holders" or "Certificateholders" shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee shall be required to recognize as a "Holder" or "Certificateholder" only the Person in whose name a Certificate is registered in the Certificate Register. Certificate Insurer: As defined in the Series Supplement. 5 Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate, as reflected on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent, if any, and otherwise on the books of a Depository Participant, if any, and otherwise on the books of the Depository. Certificate Principal Balance: With respect to each Certificate (other than any Interest Only Certificate), on any date of determination, an amount equal to: (i) the Initial Certificate Principal Balance of such Certificate as specified on the face thereof, plus (ii) in the case of each Accrual Certificate, an amount equal to the aggregate Accrued Certificate Interest added to the Certificate Principal Balance thereof prior to such date of determination, minus (iii) the sum of (x) the aggregate of all amounts previously distributed with respect to such Certificate (or any predecessor Certificate) and applied to reduce the Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses which were previously allocated to such Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided, that the Certificate Principal Balance of the Class of Subordinate Certificates with the Lowest Priority at any given time shall be calculated to equal the Percentage Interest evidenced by such Certificate times the excess, if any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal Balance of all other Classes of Certificates then outstanding. Certificate Register and Certificate Registrar: The register maintained and the registrar appointed pursuant to Section 5.02. Class: Collectively, all of the Certificates bearing the same designation. The initial Class A-V Certificates and any Subclass thereof issued pursuant to Section 5.01(c) shall be a single Class for purposes of this Agreement. Class A-P Certificate: Any one of the Certificates designated as a Class A-P Certificate. Class A-P Collection Shortfall: With respect to the Cash Liquidation or REO Disposition of a Discount Mortgage Loan and any Distribution Date, the excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount described in Section 4.02(b)(i)(C)(2). Class A-P Principal Distribution Amount: As defined in Section 4.02. Class A-V Certificate: Any one of the Certificates designated as a Class A-V Certificate, including any Subclass thereof. 6 Class B Certificate: Any one of the Certificates designated as a Class B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate. Class M Certificate: Any one of the Certificates designated as a Class M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate. Closing Date: As defined in the Series Supplement. Code: The Internal Revenue Code of 1986. Combined Collateral LLC: Combined Collateral LLC, a Delaware limited liability company. Compensating Interest: With respect to any Distribution Date, an amount equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in Full during the related Prepayment Period and Curtailments during the prior calendar month and included in the Available Distribution Amount for such Distribution Date, but not more than the lesser of (a) one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans immediately preceding such Distribution Date and (b) the sum of the Servicing Fee and all income and gain on amounts held in the Custodial Account and the Certificate Account and payable to the Certificateholders with respect to such Distribution Date; provided that for purposes of this definition the amount of the Servicing Fee will not be reduced pursuant to Section 7.02 except as may be required pursuant to the last sentence of such Section. Cooperative: A private, cooperative housing corporation which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes, among other things, the sale of Cooperative Stock. Cooperative Apartment: A dwelling unit in a multi-dwelling building owned or leased by a Cooperative, which unit the Mortgagor has an exclusive right to occupy pursuant to the terms of a proprietary lease or occupancy agreement. Cooperative Lease: With respect to a Cooperative Loan, the proprietary lease or occupancy agreement with respect to the Cooperative Apartment occupied by the Mortgagor and relating to the related Cooperative Stock, which lease or agreement confers an exclusive right to the holder of such Cooperative Stock to occupy such apartment. Cooperative Loans: Any of the Mortgage Loans made in respect of a Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an assignment of the Cooperative Lease, (iv) financing statements and (v) a stock power (or other similar instrument), and ancillary thereto, a recognition agreement between the Cooperative and the originator of the Cooperative Loan, each of which was transferred and assigned to the Trustee pursuant to Section 2.01 and are from time to time held as part of the Trust Fund. 7 Cooperative Stock: With respect to a Cooperative Loan, the single outstanding class of stock, partnership interest or other ownership instrument in the related Cooperative. Cooperative Stock Certificate: With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock. Credit Support Depletion Date: The first Distribution Date on which the Certificate Principal Balances of the Subordinate Certificates have been reduced to zero. Credit Support Pledge Agreement: The Credit Support Pledge Agreement, dated as of November 24, 1998, among the Master Servicer, GMAC Mortgage Corporation, Combined Collateral LLC and The First National Bank of Chicago (now known as Bank One, National Association), as custodian. Cumulative Insurance Payments: As defined in the Series Supplement. Curtailment: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in Full. Custodial Account: The custodial account or accounts created and maintained pursuant to Section 3.07 in the name of a depository institution, as custodian for the holders of the Certificates, for the holders of certain other interests in mortgage loans serviced or sold by the Master Servicer and for the Master Servicer, into which the amounts set forth in Section 3.07 shall be deposited directly. Any such account or accounts shall be an Eligible Account. Custodial Agreement: An agreement that may be entered into among the Company, the Master Servicer, the Trustee and a Custodian pursuant to which the Custodian will hold certain documents relating to the Mortgage Loans on behalf of the Trustee. Custodian: A custodian appointed pursuant to a Custodial Agreement. Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid principal balance thereof at the Cut-off Date after giving effect to all installments of principal due on or prior thereto, whether or not received. Debt Service Reduction: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction constituting a Deficient Valuation or any reduction that results in a permanent forgiveness of principal. Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any scheduled Monthly Payment that constitutes a permanent forgiveness of principal, which valuation or reduction results from a proceeding under the Bankruptcy Code. 8 Definitive Certificate: Any Certificate other than a Book-Entry Certificate. Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Qualified Substitute Mortgage Loan. Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to 59 days" or "30 or more days" delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the last business day immediately prior to the next following monthly scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the last business day immediately prior to the second following monthly scheduled due date; and so on. The determination as to whether a Mortgage Loan falls into these categories is made as of the close of business on the last business day of each month. For example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of the close of business on July 31 would then be considered to be 30 to 59 days delinquent. Delinquency information as of the Cut-off Date is determined and prepared as of the close of business on the last business day immediately prior to the Cut-off Date. Depository: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates is Cede & Co. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository. Destroyed Mortgage Note: A Mortgage Note the original of which was permanently lost or destroyed and has not been replaced. Determination Date: As defined in the Series Supplement. Discount Fraction: With respect to each Discount Mortgage Loan, the fraction expressed as a percentage, the numerator of which is the Discount Net Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount Mortgage Loan is set forth as an exhibit attached to the Series Supplement. Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to the definition of Qualified Substitute Mortgage Loan. Discount Net Mortgage Rate: As defined in the Series Supplement. 9 Disqualified Organization: Any organization defined as a "disqualified organization" under Section 860E(e)(5) of the Code, and if not otherwise included, any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers' cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any "electing large partnership," as defined in Section 775(a) of the Code and (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Class R Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms "United States", "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions. Distribution Date: The 25th day of any month beginning in the month immediately following the month of the initial issuance of the Certificates or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day. Due Date: With respect to any Distribution Date and any Mortgage Loan, the day during the related Due Period on which the Monthly Payment is due. Due Period: With respect to any Distribution Date, the one-month period set forth in the Series Supplement. Eligible Account: An account that is any of the following: (i) maintained with a depository institution the debt obligations of which have been rated by each Rating Agency in its highest rating available, or (ii) an account or accounts in a depository institution in which such accounts are fully insured to the limits established by the FDIC, provided that any deposits not so insured shall, to the extent acceptable to each Rating Agency, as evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel delivered to the Trustee and each Rating Agency) the registered Holders of Certificates have a claim with respect to the funds in such account or a perfected first security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, or (iii) in the case of the Custodial Account, a trust account or accounts maintained in the corporate trust department of Bank One, National Association, or (iv) in the case of the Certificate Account, a trust account or accounts maintained in the corporate trust division of the Trustee, or (v) an account or accounts of a depository institution acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such account as the Custodial Account or the Certificate Account will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency). 10 Event of Default: As defined in Section 7.01. Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which exceeds the then applicable Bankruptcy Amount. Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the then applicable Fraud Loss Amount. Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof, that exceeds the then applicable Special Hazard Amount. Excess Subordinate Principal Amount: With respect to any Distribution Date on which the aggregate Certificate Principal Balance of the Class of Subordinate Certificates then outstanding with the Lowest Priority is to be reduced to zero and on which Realized Losses are to be allocated to such class or classes, the excess, if any, of (i) the amount that would otherwise be distributable in respect of principal on such class or classes of Certificates on such Distribution Date over (ii) the excess, if any, of the aggregate Certificate Principal Balance of such class or classes of Certificates immediately prior to such Distribution Date over the aggregate amount of Realized Losses to be allocated to such classes of Certificates on such Distribution Date as reduced by any amount calculated pursuant to Section 4.02(b)(i)(E). With respect to any Mortgage Pool that is comprised of two or more Loan Groups, the Excess Subordinate Principal Amount will be allocated between each Loan Group on a pro rata basis in accordance with the amount of Realized Losses attributable to each Loan Group and allocated to the Certificates on such Distribution Date. Extraordinary Events: Any of the following conditions with respect to a Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative Apartment) or Mortgage Loan causing or resulting in a loss which causes the liquidation of such Mortgage Loan: (a) losses that are of the type that would be covered by the fidelity bond and the errors and omissions insurance policy required to be maintained pursuant to Section 3.12(b) but are in excess of the coverage maintained thereunder; (b) nuclear reaction or nuclear radiation or radioactive contamination, all whether controlled or uncontrolled, and whether such loss be direct or indirect, proximate or remote or be in whole or in part caused by, contributed to or aggravated by a peril covered by the definition of the term "Special Hazard Loss"; (c) hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack: 1. by any government or sovereign power, de jure or de facto, or by any authority maintaining or using military, naval or air forces; or 2. by military, naval or air forces; or 3. by an agent of any such government, power, authority or forces; 11 (d) any weapon of war employing atomic fission or radioactive force whether in time of peace or war; or (e) 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. Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or resulting from an Extraordinary Event. Fannie Mae: Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto. FASIT: A "financial asset securitization investment trust" within the meaning of Section 860L of the Code. FDIC: Federal Deposit Insurance Corporation or any successor thereto. Final Distribution Date: The Distribution Date on which the final distribution in respect of the Certificates will be made pursuant to Section 9.01, which Final Distribution Date shall in no event be later than the end of the 90-day liquidation period described in Section 9.02. Fitch: Fitch, Inc. or its successor in interest. Foreclosure Profits: As to any Distribution Date or related Determination Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for which a Cash Liquidation or REO Disposition occurred in the related Prepayment Period over the sum of the unpaid principal balance of such Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage Rate on such unpaid principal balance from the Due Date to which interest was last paid by the Mortgagor to the first day of the month following the month in which such Cash Liquidation or REO Disposition occurred. Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the origination of such Mortgage Loan. Freddie Mac: Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto. Highest Priority: As of any date of determination, the Class of Subordinate Certificates then outstanding with the earliest priority for payments pursuant to Section 4.02(a), in the following order: Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates. 12 Independent: When used with respect to any specified Person, means such a Person who (i) is in fact independent of the Company, the Master Servicer and the Trustee, or any Affiliate thereof, (ii) does not have any direct financial interest or any material indirect financial interest in the Company, the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected with the Company, the Master Servicer or the Trustee as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Initial Certificate Principal Balance: With respect to each Class of Certificates, the Certificate Principal Balance of such Class of Certificates as of the Cut-off Date, as set forth in the Series Supplement. Initial Monthly Payment Fund: An amount representing scheduled principal amortization and interest at the Net Mortgage Rate for the Due Date in the first Due Period commencing subsequent to the Cut-off Date for those Mortgage Loans for which the Trustee will not be entitled to receive such payment, and as more specifically defined in the Series Supplement. Initial Notional Amount: With respect to any Class or Subclass of Interest Only Certificates, the amount initially used as the principal basis for the calculation of any interest payment amount, as more specifically defined in the Series Supplement. Initial Subordinate Class Percentage: As defined in the Series Supplement. Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any Primary Insurance Policy or any other related insurance policy covering a Mortgage Loan (excluding any Certificate Policy (as defined in the Series Supplement)), to the extent such proceeds are payable to the mortgagee under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are not applied to the restoration of the related Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing mortgage loans held for its own account. Insurer: Any named insurer under any Primary Insurance Policy or any successor thereto or the named insurer in any replacement policy. Interest Accrual Period: As defined in the Series Supplement. Interest Only Certificates: A Class or Subclass of Certificates not entitled to payments of principal, and designated as such in the Series Supplement. The Interest Only Certificates will have no Certificate Principal Balance. Interim Certification: As defined in Section 2.02. Junior Certificateholder: The Holder of not less than 95% of the Percentage Interests of the Junior Class of Certificates. Junior Class of Certificates: The Class of Subordinate Certificates outstanding as of the date of the repurchase of a Mortgage Loan pursuant to Section 4.07 herein that has the Lowest Priority. 13 Late Collections: With respect to any Mortgage Loan, all amounts received during any Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not previously recovered. Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by the Master Servicer in connection with the taking of an entire Mortgaged Property by exercise of the power of eminent domain or condemnation or in connection with the liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure sale or otherwise, other than REO Proceeds. Loan Group: Any group of Mortgage Loans designated as a separate loan group in the Series Supplement. The Certificates relating to each Loan Group will be designated in the Series Supplement. Loan-to-Value Ratio: As of any date, the fraction, expressed as a percentage, the numerator of which is the current principal balance of the related Mortgage Loan at the date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property. Lower Priority: As of any date of determination and any Class of Subordinate Certificates, any other Class of Subordinate Certificates then outstanding with a later priority for payments pursuant to Section 4.02(a). Lowest Priority: As of any date of determination, the Class of Subordinate Certificates then outstanding with the latest priority for payments pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates. Maturity Date: The latest possible maturity date, solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the Certificate Principal Balance of each Class of Certificates (other than the Interest Only Certificates which have no Certificate Principal Balance) and each Uncertificated REMIC Regular Interest would be reduced to zero, as designated in the Series Supplement. MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto. MERS(R) System: The system of recording transfers of Mortgages electronically maintained by MERS. MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS(R)System. MLCC: Merrill Lynch Credit Corporation, or its successor in interest. Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a Servicing Modification. 14 Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by which the Mortgage Rate on such Mortgage Loan was reduced. MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof. Monthly Payment: With respect to any Mortgage Loan (including any REO Property) and any Due Date, the payment of principal and interest due thereon in accordance with the amortization schedule at the time applicable thereto (after adjustment, if any, for Curtailments and for Deficient Valuations occurring prior to such Due Date but before any adjustment to such amortization schedule by reason of any bankruptcy, other than a Deficient Valuation, or similar proceeding or any moratorium or similar waiver or grace period and before any Servicing Modification that constitutes a reduction of the interest rate on such Mortgage Loan). Moody's: Moody's Investors Service, Inc., or its successor in interest. Mortgage: With respect to each Mortgage Note related to a Mortgage Loan which is not a Cooperative Loan, the mortgage, deed of trust or other comparable instrument creating a first lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note. Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement. Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 as from time to time are held or deemed to be held as a part of the Trust Fund, the Mortgage Loans originally so held being identified in the initial Mortgage Loan Schedule, and Qualified Substitute Mortgage Loans held or deemed held as part of the Trust Fund including, without limitation, (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease and Mortgage File and all rights appertaining thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto. Mortgage Loan Schedule: As defined in the Series Supplement. Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with any modification thereto. Mortgage Pool: The pool of mortgage loans, including all Loan Groups, if any, consisting of the Mortgage Loans. Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the related Mortgage Note, or any modification thereto other than a Servicing Modification. 15 Mortgaged Property: The underlying real property securing a Mortgage Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and Cooperative Stock. Mortgagor: The obligor on a Mortgage Note. Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest equal to the Adjusted Mortgage Rate less the per annum rate at which the Servicing Fee is calculated. Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage Loan. Non-Primary Residence Loans: The Mortgage Loans designated as secured by second or vacation residences, or by non-owner occupied residences, on the Mortgage Loan Schedule. Non-United States Person: Any Person other than a United States Person. Nonrecoverable Advance: Any Advance previously made or proposed to be made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted Mortgage Loan) which, in the good faith judgment of the Master Servicer, will not, or, in the case of a proposed Advance, would not, be ultimately recoverable by the Master Servicer from related Late Collections, Insurance Proceeds, Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master Servicer pursuant to Section 4.02(a) hereof. The determination by the Master Servicer that it has made a Nonrecoverable Advance or that any proposed Advance would constitute a Nonrecoverable Advance, shall be evidenced by an Officers' Certificate delivered to the Company, the Trustee and any Certificate Insurer. Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is not subject to a Subservicing Agreement. Notional Amount: With respect to any Class or Subclass of Interest Only Certificates, an amount used as the principal basis for the calculation of any interest payment amount, as more specifically defined in the Series Supplement. Officers' Certificate: A certificate signed by the Chairman of the Board, the President or a Vice President or Assistant Vice President, or a Director or Managing Director, and by the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Company or the Master Servicer, as the case may be, and delivered to the Trustee, as required by this Agreement. Opinion of Counsel: A written opinion of counsel acceptable to the Trustee and the Master Servicer, who may be counsel for the Company or the Master Servicer, provided that any opinion of counsel (i) referred to in the definition of "Disqualified Organization" or (ii) relating to the qualification of any REMIC formed under the Series Supplement or compliance with the REMIC Provisions must, unless otherwise specified, be an opinion of Independent counsel. Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including an REO Property) which was not the subject of a Principal Prepayment in Full, Cash Liquidation or REO 16 Disposition and which was not purchased, deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04 or 4.07. 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 defined in the Series Supplement. Paying Agent: The Trustee or any successor Paying Agent appointed by the Trustee. Percentage Interest: With respect to any Certificate (other than a Class R Certificate), the undivided percentage ownership interest in the related Class evidenced by such Certificate, which percentage ownership interest shall be equal to the Initial Certificate Principal Balance thereof or Initial Notional Amount (in the case of any Interest Only Certificate) thereof divided by the aggregate Initial Certificate Principal Balance or the aggregate of the Initial Notional Amounts, as applicable, of all the Certificates of the same Class. With respect to a Class R Certificate, the interest in distributions to be made with respect to such Class evidenced thereby, expressed as a percentage, as stated on the face of each such Certificate. Permitted Investments: One or more of the following: (i) obligations of or guaranteed as to principal and interest by the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States; (ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof, provided that the unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in its highest short-term rating available; (iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers' acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers' acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign depository institution or trust company; provided that the debt obligations of such depository institution or trust company (or, if the only Rating Agency is Standard & Poor's, in the case of the principal depository institution in a depository institution holding company, debt obligations of the depository institution holding company) at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term rating available; and provided further that, if the only Rating Agency is Standard & Poor's and if the depository or trust company is a principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of the bank holding company; and, provided further that, if the original maturity of such short-term obligations 17 of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of Standard & Poor's if Standard & Poor's is the Rating Agency; (iv) commercial paper and demand notes (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each Rating Agency in its highest short-term rating available; provided that such commercial paper shall have a remaining maturity of not more than 30 days; (v) a money market fund or a qualified investment fund rated by each Rating Agency in its highest long-term rating available; and (vi) other obligations or securities that are acceptable to each Rating Agency as a Permitted Investment hereunder and will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency, as evidenced in writing; provided, however, no instrument shall be a Permitted Investment if it represents, either (1) the right to receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations. References herein to the highest rating available on unsecured long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa in the case of Moody's, and references herein to the highest rating available on unsecured commercial paper and short-term debt obligations shall mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch in the case of Fitch. Permitted Transferee: Any Transferee of a Class R Certificate, other than a Disqualified Organization or Non-United States Person. Person: Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. Pledged Amount: With respect to any Pledged Asset Loan, the amount of money remitted to Combined Collateral LLC, at the direction of or for the benefit of the related Mortgagor. Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or such other collateral, other than the related Mortgaged Property, set forth in the Series Supplement. Pledged Assets: With respect to any Mortgage Loan, all money, securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts and other investment property and other property of whatever kind or 18 description pledged by Combined Collateral LLC as security in respect of any Realized Losses in connection with such Mortgage Loan up to the Pledged Amount for such Mortgage Loan, and any related collateral, or such other collateral as may be set forth in the Series Supplement. Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master Servicer. Pooling and Servicing Agreement or Agreement: With respect to any Series, this Standard Terms together with the related Series Supplement. Pool Stated Principal Balance: As to any Distribution Date, the aggregate of the Stated Principal Balances of each Mortgage Loan. Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) the Discount Net Mortgage Rate (but not less than 0.00%) per annum. Prepayment Distribution Trigger: With respect to any Distribution Date and any Class of Subordinate Certificates (other than the Class M-1 Certificates), a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of such Class and each Class of Subordinate Certificates with a Lower Priority than such Class immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) immediately prior to such Distribution Date is greater than or equal to the sum of the related Initial Subordinate Class Percentages of such Classes of Subordinate Certificates. Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during the portion of the related Prepayment Period that falls during the prior calendar month, an amount equal to the excess of one month's interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such month to the date of such Principal Prepayment in Full or (b) a Curtailment during the prior calendar month, an amount equal to one month's interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the amount of such Curtailment. Prepayment Period: As to any Distribution Date and Principal Prepayment in Full, the period commencing on the 16th day of the month prior to the month prior to the month in which that Distribution Date occurs and ending on the 15th day of the month in which such Distribution Date occurs. Primary Insurance Policy: Each primary policy of mortgage guaranty insurance or any replacement policy therefor referred to in Section 2.03(b)(iv) and (v). 19 Principal Only Certificates: A Class of Certificates not entitled to payments of interest, and more specifically designated as such in the Series Supplement. Principal Prepayment: Any payment of principal or other recovery on a Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds or Insurance Proceeds, which is received in advance of its scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest on such payment due on any date or dates in any month or months subsequent to the month of prepayment. Principal Prepayment in Full: Any Principal Prepayment of the entire principal balance of a Mortgage Loan that is made by the Mortgagor. Program Guide: Collectively, the Client Guide and the Servicer Guide for Residential Funding's mortgage loan purchase and conduit servicing program and all supplements and amendments thereto published by Residential Funding from time to time. Purchase Price: With respect to any Mortgage Loan (or REO Property) required to be or otherwise purchased on any date pursuant to Section 2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof plus the principal portion of any related unreimbursed Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the case of a purchase made by the Master Servicer) on the Stated Principal Balance thereof to the Due Date in the Due Period related to the Distribution Date occurring in the month following the month of purchase from the Due Date to which interest was last paid by the Mortgagor. Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by Residential Funding or the Company for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers' Certificate delivered to the Trustee, with a copy to the Custodian, (i) have an outstanding principal balance, after deduction of the principal portion of the monthly payment due in the month of substitution (or in the case of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after such deduction), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall to be deposited by Residential Funding in the Custodial Account in the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value Ratio at the time of substitution no higher than that of the Deleted Mortgage Loan at the time of substitution; 20 (iv) have a remaining term to stated maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and (vi) have a Pool Strip Rate equal to or greater than that of the Deleted Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of the related Deleted Mortgage Loan for purposes of calculating the Pass-Through Rate on the Class A-V Certificates and (ii) the excess of the Pool Strip Rate on such Qualified Substitute Mortgage Loan as calculated pursuant to the definition of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted Mortgage Loan shall be payable to the Class R Certificates pursuant to Section 4.02 hereof. Rating Agency: Each of the statistical credit rating agencies specified in the Preliminary Statement of the Series Supplement. If any agency or a successor is no longer in existence, "Rating Agency" shall be such statistical credit rating agency, or other comparable Person, designated by the Company, notice of which designation shall be given to the Trustee and the Master Servicer. Realized Loss: With respect to each Mortgage Loan (or REO Property): (a) as to which a Cash Liquidation or REO Disposition has occurred, an amount (not less than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii) interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the Due Date as to which interest was last paid or advanced to Certificateholders up to the Due Date in the Due Period related to the Distribution Date on which such Realized Loss will be allocated pursuant to Section 4.05 on the Stated Principal Balance of such Mortgage Loan (or REO Property) outstanding during each Due Period that such interest was not paid or advanced, minus (iii) the proceeds, if any, received during the month in which such Cash Liquidation (or REO Disposition) occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer or any Subservicer with respect to related Advances or expenses as to which the Master Servicer or Subservicer is entitled to reimbursement thereunder but which have not been previously reimbursed, 21 (b) which is the subject of a Servicing Modification, (i) the amount by which the interest portion of a Monthly Payment or the principal balance of such Mortgage Loan was reduced, and (ii) any such amount with respect to a Monthly Payment that was or would have been due in the month immediately following the month in which a Principal Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed to have been received, (c) which has become the subject of a Deficient Valuation, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation, or (d) which has become the object of a Debt Service Reduction, the amount of such Debt Service Reduction. Notwithstanding the above, neither a Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized Loss hereunder so long as the Master Servicer has notified the Trustee in writing that the Master Servicer is diligently pursuing any remedies that may exist in connection with the representations and warranties made regarding the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard to payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan and any premiums on any applicable primary hazard insurance policy and any related escrow payments in respect of such Mortgage Loan are being advanced on a current basis by the Master Servicer or a Subservicer, in either case without giving effect to any Debt Service Reduction. Record Date: With respect to each Distribution Date, the close of business on the last Business Day of the month next preceding the month in which the related Distribution Date occurs. Regular Certificate: Any of the Certificates other than a Class R Certificate. REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code. REMIC Administrator: Residential Funding Corporation. If Residential Funding Corporation is found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement. REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary and final regulations (or, to the extent not inconsistent with such temporary or final regulations, proposed regulations) and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time. 22 REO Acquisition: The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders of any REO Property pursuant to Section 3.14. REO Disposition: As to any REO Property, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other payments and recoveries (including proceeds of a final sale) which the Master Servicer expects to be finally recoverable from the sale or other disposition of the REO Property. REO Imputed Interest: As to any REO Property, for any period, an amount equivalent to interest (at the Net Mortgage Rate that would have been applicable to the related Mortgage Loan had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition thereof for such period. REO Proceeds: Proceeds, net of expenses, received in respect of any REO Property (including, without limitation, proceeds from the rental of the related Mortgaged Property or, with respect to a Cooperative Loan, the related Cooperative Apartment) which proceeds are required to be deposited into the Custodial Account only upon the related REO Disposition. REO Property: A Mortgaged Property acquired by the Master Servicer through foreclosure or deed in lieu of foreclosure in connection with a defaulted Mortgage Loan. Request for Release: A request for release, the forms of which are attached as Exhibit F hereto, or an electronic request in a form acceptable to the Custodian. Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is required to be maintained from time to time under this Agreement, the Program Guide or the related Subservicing Agreement in respect of such Mortgage Loan. Required Surety Payment: With respect to any Additional Collateral Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if any, of (a) the amount of Additional Collateral required at origination with respect to such Mortgage Loan over (b) the net proceeds realized by the Subservicer from the related Additional Collateral. Residential Funding: Residential Funding Corporation, a Delaware corporation, in its capacity as seller of the Mortgage Loans to the Company and any successor thereto. Responsible Officer: When used with respect to the Trustee, any officer of the Corporate Trust Department of the Trustee, including any Senior Vice President, any Vice President, any Assistant Vice President, any Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers to whom, with respect to a particular matter, such matter is referred. Retail Certificates: A Senior Certificate, if any, offered in smaller minimum denominations than other Senior Certificates, and designated as such in the Series Supplement. 23 Schedule of Discount Fractions: The schedule setting forth the Discount Fractions with respect to the Discount Mortgage Loans, attached as an exhibit to the Series Supplement. Security Agreement: With respect to a Cooperative Loan, the agreement creating a security interest in favor of the originator in the related Cooperative Stock. Seller: As to any Mortgage Loan, a Person, including any Subservicer, that executed a Seller's Agreement applicable to such Mortgage Loan. Seller's Agreement: An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide. Senior Accelerated Distribution Percentage: With respect to any Distribution Date occurring on or prior to the 60th Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, any Loan Group, 100%. With respect to any Distribution Date thereafter and any such Loan Group, if applicable, as follows: (i) for any Distribution Date after the 60th Distribution Date but on or prior to the 72nd Distribution Date, the related Senior Percentage for such Distribution Date plus 70% of the related Subordinate Percentage for such Distribution Date; (ii) for any Distribution Date after the 72nd Distribution Date but on or prior to the 84th Distribution Date, the related Senior Percentage for such Distribution Date plus 60% of the related Subordinate Percentage for such Distribution Date; (iii) for any Distribution Date after the 84th Distribution Date but on or prior to the 96th Distribution Date, the related Senior Percentage for such Distribution Date plus 40% of the related Subordinate Percentage for such Distribution Date; (iv) for any Distribution Date after the 96th Distribution Date but on or prior to the 108th Distribution Date, the related Senior Percentage for such Distribution Date plus 20% of the related Subordinate Percentage for such Distribution Date; and (v) for any Distribution Date thereafter, the Senior Percentage for such Distribution Date; provided, however, (i) that any scheduled reduction to the Senior Accelerated Distribution Percentage described above shall not occur as of any Distribution Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the Subordinate Certificates, is less than 50% 24 or (Y) the outstanding principal balance of Mortgage Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Mortgage Loans averaged over the last six months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans to date for such Distribution Date if occurring during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the Initial Certificate Principal Balances of the Subordinate Certificates or (b)(1) the outstanding principal balance of Mortgage Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Mortgage Loans averaged over the last six months, does not exceed 4% and (2) Realized Losses on the Mortgage Loans to date for such Distribution Date, if occurring during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing Date are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of the Initial Certificate Principal Balances of the Subordinate Certificates, and (ii) that for any Distribution Date on which the Senior Percentage is greater than the Percentage as of the Closing Date, the Senior Accelerated Distribution Percentage for such Distribution Date shall be 100%, or, if the Mortgage Pool is comprised of two or more Loan Groups, for any Distribution Date on which the weighted average of the Senior Percentages for each Loan Group, weighted on the basis of the Stated Principal Balances of the Mortgage Loans in the related Loan Group, exceeds the weighted average of the initial Senior Percentages (calculated on such basis) for each Loan Group, each of the Senior Accelerated Distribution Percentages for such Distribution Date will equal 100%. Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the related Senior Certificates (other than the Class A-P Certificates, if any) to zero, the related Senior Accelerated Distribution Percentage shall thereafter be 0%. Senior Certificate: As defined in the Series Supplement. Senior Percentage: As defined in the Series Supplement. Senior Support Certificate: A Senior Certificate that provides additional credit enhancement to certain other classes of Senior Certificates and designated as such in the Preliminary Statement of the Series Supplement. Series: All of the Certificates issued pursuant to a Pooling and Servicing Agreement and bearing the same series designation. Series Supplement: The agreement into which this Standard Terms is incorporated and pursuant to which, together with this Standard Terms, a Series of Certificates is issued. Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08. 25 Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses incurred in connection with a default, delinquency or other unanticipated event by the Master Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property or, with respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any enforcement or judicial proceedings, including foreclosures, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS System, (iii) the management and liquidation of any REO Property and (iv) compliance with the obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any Affiliate of the Master Servicer provides services such as appraisals and brokerage services that are customarily provided by Persons other than servicers of mortgage loans, reasonable compensation for such services. Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the fee payable monthly to the Master Servicer in respect of master servicing compensation that accrues at an annual rate designated on the Mortgage Loan Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with respect to successor Master Servicers as provided in Section 7.02. Servicing Modification: Any reduction of the interest rate on or the outstanding principal balance of a Mortgage Loan that is in default, or for which, in the judgment of the Master Servicer, default is reasonably foreseeable, pursuant to a modification of such Mortgage Loan in accordance with Section 3.07(a). Servicing Officer: Any officer of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and specimen signature appear on a list of servicing officers furnished to the Trustee by the Master Servicer, as such list may from time to time be amended. Special Hazard Loss: Any Realized Loss not in excess of the cost of the lesser of repair or replacement of a Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged Property (or Cooperative Apartment) on account of direct physical loss, exclusive of (i) any loss of a type covered by a hazard policy or a flood insurance policy required to be maintained in respect of such Mortgaged Property pursuant to Section 3.12(a), except to the extent of the portion of such loss not covered as a result of any coinsurance provision and (ii) any Extraordinary Loss. Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill Companies, Inc., or its successor in interest. Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, at any given time, (i) the Cut-off Date Principal Balance of the Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or REO Property during each Due Period ending prior to the most recent Distribution Date which were received or with respect to which an Advance was made, and (b) all Principal Prepayments with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the extent applied by the Master Servicer as recoveries of principal in accordance with Section 3.14 with respect to such Mortgage Loan or REO Property, in each case 26 which were distributed pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized Loss allocated to Certificateholders with respect thereto for any previous Distribution Date. Subclass: With respect to the Class A-V Certificates, any Subclass thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the Uncertificated Class A-V REMIC Regular Interest or Interests specified by the initial Holder of the Class A-V Certificates pursuant to Section 5.01(c). Subordinate Certificate: Any one of the Class M Certificates or Class B Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C, respectively. Subordinate Class Percentage: With respect to any Distribution Date and any Class of Subordinate Certificates, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of such Class of Subordinate Certificates immediately prior to such date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Subordinate Percentage: As of any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, any Loan Group, 100% minus the related Senior Percentage as of such Distribution Date. Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is subject to a Subservicing Agreement. Subservicer: Any Person with whom the Master Servicer has entered into a Subservicing Agreement and who generally satisfied the requirements set forth in the Program Guide in respect of the qualification of a Subservicer as of the date of its approval as a Subservicer by the Master Servicer. Subservicer Advance: Any delinquent installment of principal and interest on a Mortgage Loan which is advanced by the related Subservicer (net of its Subservicing Fee) pursuant to the Subservicing Agreement. Subservicing Account: An account established by a Subservicer in accordance with Section 3.08. Subservicing Agreement: The written contract between the Master Servicer and any Subservicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02, generally in the form of the servicer contract referred to or contained in the Program Guide or in such other form as has been approved by the Master Servicer and the Company. With respect to Additional Collateral Loans subserviced by MLCC, the Subservicing Agreement shall also include the Addendum and Assignment Agreement and the Pledged Asset Mortgage Servicing Agreement. With respect to any Pledged Asset Loan subserviced by GMAC Mortgage Corporation, 27 the Addendum and Assignment Agreement, dated as of November 24, 1998, between the Master Servicer and GMAC Mortgage Corporation, as such agreement may be amended from time to time. Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the Master Servicer) in respect of subservicing and other compensation that accrues at an annual rate equal to the excess of the Mortgage Rate borne by the related Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule as the "CURR NET" for such Mortgage Loan. Surety: Ambac, or its successors in interest, or such other surety as may be identified in the Series Supplement. Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated February 28, 1996 in respect to Mortgage Loans originated by MLCC, or the Surety Bond (Policy No. AB0240BE), dated March 17, 1999 in respect to Mortgage Loans originated by Novus Financial Corporation, in each case issued by Ambac for the benefit of certain beneficiaries, including the Trustee for the benefit of the Holders of the Certificates, but only to the extent that such Surety Bond covers any Additional Collateral Loans, or such other Surety Bond as may be identified in the Series Supplement. Tax Returns: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of any REMIC formed under the Series Supplement and under the REMIC Provisions, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws. Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any Ownership Interest in a Certificate. Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate. Transferor: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate. Trust Fund: The segregated pool of assets related to a Series, with respect to which one or more REMIC elections are to be made pursuant to this Agreement, consisting of: (i) the Mortgage Loans and the related Mortgage Files and collateral securing such Mortgage Loans, (ii) all payments on and collections in respect of the Mortgage Loans due after the Cut-off Date as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund, including the proceeds from 28 the liquidation of Additional Collateral for any Additional Collateral Loan or Pledged Assets for any Pledged Asset Loan, but not including amounts on deposit in the Initial Monthly Payment Fund, (iii) property that secured a Mortgage Loan and that has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure, (iv) the hazard insurance policies and Primary Insurance Policies, if any, the Pledged Assets with respect to each Pledged Asset Loan, and the interest in the Surety Bond transferred to the Trustee pursuant to Section 2.01, and (v) all proceeds of clauses (i) through (iv) above. Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation Program for Mortgage Bankers, as published by the Mortgage Bankers Association of America and effective with respect to fiscal periods ending on or after December 15, 1995. Uninsured Cause: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies. United States Person: A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, provided that, for purposes solely of the restrictions on the transfer of residual interests, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operating agreement to be United States Persons, any state thereof, or the District of Columbia (except in the case of a partnership, to the extent provided in Treasury regulations) or any political subdivision thereof, or an estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that is described in Section 7701(a)(30)(E) of the Code. Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate, and more specifically designated in Article XI of the Series Supplement. Section 1.02 Use of Words and Phrases. "Herein," "hereby," "hereunder," 'hereof," "hereinbefore," "hereinafter" and other equivalent words refer to the Pooling and Servicing Agreement as a whole. All references herein to Articles, Sections or Subsections shall mean the corresponding Articles, Sections and Subsections in the Pooling and Servicing Agreement. The definition set forth herein include both the singular and the plural. 29 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans. (a) The Company, concurrently with the execution and delivery hereof, does hereby assign to the Trustee without recourse all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). In connection with such transfer and assignment, the Company does hereby deliver to the Trustee the Certificate Policy (as defined in the Series Supplement), if any. (b) In connection with such assignment, except as set forth in Section 2.01(c) and subject to Section 2.01(d) below, the Company does hereby deliver to, and deposit with, the Trustee, or to and with one or more Custodians, as the duly appointed agent or agents of the Trustee for such purpose, the following documents or instruments (or copies thereof as permitted by this Section) (I) with respect to each Mortgage Loan so assigned (other than a Cooperative Loan): (i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon or a copy of the Mortgage with evidence of recording indicated thereon; (iii) Unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of the Mortgage to the Trustee with evidence of recording indicated thereon or a copy of such assignment with evidence of recording indicated thereon; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; and 30 (v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan or a copy of each modification, assumption agreement or preferred loan agreement. and (II) with respect to each Cooperative Loan so assigned: (i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Loan with intervening assignments showing an unbroken chain of title from such originator to the Trustee; (iii) The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with respect to such Cooperative Loan, together with an undated stock power (or other similar instrument) executed in blank; (iv) The original recognition agreement by the Cooperative of the interests of the mortgagee with respect to the related Cooperative Loan; (v) The Security Agreement; (vi) Copies of the original UCC-1 financing statement, and any continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (vii) Copies of the filed UCC-3 assignments of the security interest referenced in clause (vi) above showing an unbroken chain of title from the originator to the Trustee, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (viii) An executed assignment of the interest of the originator in the Security Agreement, Assignment of Proprietary Lease and the recognition agreement referenced in clause (iv) above, showing an unbroken chain of title from the originator to the Trustee; (ix) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Cooperative Loan; and (x) A duly completed UCC-1 financing statement showing the Master Servicer as debtor, the Company as secured party and the Trustee as assignee and a 31 duly completed UCC-1 financing statement showing the Company as debtor and the Trustee as secured party, each in a form sufficient for filing, evidencing the interest of such debtors in the Cooperative Loans. (c) The Company may, in lieu of delivering the original of the documents set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth in the next sentence. Within thirty Business Days following the earlier of (i) the receipt of the original of all of the documents or instruments set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of such documents to the Trustee or the Custodian or Custodians that are the duly appointed agent or agents of the Trustee. (d) Notwithstanding the provisions of Section 2.01(c), in connection with any Mortgage Loan, if the Company cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by the public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the Company shall deliver or cause to be delivered to the Trustee or the respective Custodian a copy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement. The Company shall promptly cause to be recorded in the appropriate public office for real property records the Assignment referred to in clause (I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of counsel acceptable to the Trustee and the Master Servicer, such recording is not required to protect the Trustee's interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Company or the originator of such Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns, and shall promptly cause to be filed the Form UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable, is lost or returned unrecorded to the Company because of any defect therein, the Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and cause such Assignment to be recorded in accordance with this paragraph. The Company shall promptly deliver or cause to be delivered to the Trustee or the respective Custodian such Mortgage or Assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy thereof as permitted by Section 2.01(b)) with evidence of recording indicated thereon at the time specified in Section 2.01(c). In connection with its servicing of Cooperative Loans, the Master Servicer will use its best efforts to file timely continuation 32 statements with regard to each financing statement and assignment relating to Cooperative Loans as to which the related Cooperative Apartment is located outside of the State of New York. If the Company delivers to the Trustee or Custodian any Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage in the name of the Trustee in conjunction with the Interim Certification issued by the Custodian, as contemplated by Section 2.02. Any of the items set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and (v) and (II)(vi) and (vii) and that may be delivered as a copy rather than the original may be delivered to the Trustee or the Custodian. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Company further agrees that it will cause, at the Company's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Company to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field "Pool Field" which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Company further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. (e) Residential Funding hereby assigns to the Trustee its security interest in and to any Additional Collateral or Pledged Assets, its right to receive amounts due or to become due in respect of any Additional Collateral or Pledged Assets pursuant to the related Subservicing Agreement and its rights as beneficiary under the Surety Bond in respect of any Additional Collateral Loans. With respect to any Additional Collateral Loan or Pledged Asset Loan, Residential Funding shall cause to be filed in the appropriate recording office a UCC-3 statement giving notice of the assignment of the related security interest to the Trust Fund and shall thereafter cause the timely filing of all necessary continuation statements with regard to such financing statements. (f) It is intended that the conveyance by the Company to the Trustee of the Mortgage Loans as provided for in this Section 2.01 be and the Uncertificated REMIC Regular Interests, if any (as provided for in Section 2.06), be construed as a sale by the Company to the Trustee of the Mortgage Loans and any Uncertificated REMIC Regular Interests for the benefit of the Certificateholders. Further, it is not intended that such conveyance be deemed to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular Interests by the Company to the Trustee to secure a debt or other obligation of the Company. However, if the Mortgage Loans and any Uncertificated REMIC Regular Interests are held to be property of the Company or of Residential Funding, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and any Uncertificated REMIC Regular Interests, then it is intended that (a) this Agreement shall be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; 33 (b) the conveyance provided for in Section 2.01 shall be deemed to be, and hereby is, (1) a grant by the Company to the Trustee of a security interest in all of the Company's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any of the following: (A) the Mortgage Loans, including (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease, (ii) with respect to each Mortgage Loan other than a Cooperative Loan, the related Mortgage Note and Mortgage, and (iii) any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Company to the Trustee of any security interest in any and all of Residential Funding's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A), (B), (C) and (D) granted by Residential Funding to the Company pursuant to the Assignment Agreement; (c) the possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for (as applicable) the Trustee for the purpose of perfecting such security interest under applicable law. The Company and, at the Company's direction, Residential Funding and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were determined to create a security interest in the Mortgage Loans, any Uncertificated REMIC Regular Interests and the other property described above, such security interest would be determined to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Mortgage Loans and any Uncertificated REMIC Regular Interests, as evidenced by an Officers' Certificate of the Company, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned 34 by (1) any change of name of Residential Funding, the Company or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name), (2) any change of location of the place of business or the chief executive office of Residential Funding or the Company, (3) any transfer of any interest of Residential Funding or the Company in any Mortgage Loan or (4) any transfer of any interest of Residential Funding or the Company in any Uncertificated REMIC Regular Interest. (g) The Master Servicer hereby acknowledges the receipt by it of the Initial Monthly Payment Fund. The Master Servicer shall hold such Initial Monthly Payment Fund in the Custodial Account and shall include such Initial Monthly Payment Fund in the Available Distribution Amount for the initial Distribution Date. Notwithstanding anything herein to the contrary, the Initial Monthly Payment Fund shall not be an asset of any REMIC. To the extent that the Initial Monthly Payment Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC, (2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to the Initial Monthly Payment Fund shall be treated as transferred to the Seller or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. (h) The Company agrees that the sale of each Pledged Asset Loan pursuant to this Agreement will also constitute the assignment, sale, setting-over, transfer and conveyance to the Trustee, without recourse (but subject to the Company's covenants, representations and warranties specifically provided herein), of all of the Company's obligations and all of the Company's right, title and interest in, to and under, whether now existing or hereafter acquired as owner of the Mortgage Loan with respect to all money, securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts, and other investment property and other property of whatever kind or description consisting of, arising from or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies of the Company as owner of such Mortgage Loan under or in connection with the Assigned Contracts, whether arising under the terms of such Assigned Contracts, by statute, at law or in equity, or otherwise arising out of any default by the Mortgagor under or in connection with the Assigned Contracts, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests in and lien of the Company as owner of such Mortgage Loan in the Pledged Amounts and all money, securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts, and other investment property and other property of whatever kind or description and all cash and non-cash proceeds of the sale, exchange, or redemption of, and all stock or conversion rights, rights to subscribe, liquidation dividends or preferences, stock dividends, rights to interest, dividends, earnings, income, rents, issues, profits, interest payments or other distributions of cash or other property that is credited to the Custodial Account, (iv) all documents, books and records concerning the foregoing (including all computer programs, tapes, disks and related items containing any such information) and (v) all insurance proceeds (including proceeds from the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation or any other insurance company) of any of the foregoing or replacements thereof or substitutions therefor, proceeds of proceeds and the conversion, voluntary or involuntary, of any thereof. The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Trustee, of any obligation of the Company, or any other person in 35 connection with the Pledged Assets or under any agreement or instrument relating thereto, including any obligation to the Mortgagor, other than as owner of the Mortgage Loan. Section 2.02 Acceptance by Trustee. The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b)(I)(i) and Section 2.01(b)(II)(i), (iii), (v), (vi) and (viii) above (except that for purposes of such acknowledgment only, a Mortgage Note may be endorsed in blank) and declares that it, or a Custodian as its agent, holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it, or a Custodian as its agent, and the rights of Residential Funding with respect to any Pledged Assets, Additional Collateral and the Surety Bond assigned to the Trustee pursuant to Section 2.01, in trust for the use and benefit of all present and future Certificateholders. The Trustee or Custodian (such Custodian being so obligated under a Custodial Agreement) agrees, for the benefit of Certificateholders, to review each Mortgage File delivered to it pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain that all required documents (specifically as set forth in Section 2.01(b)), have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented, that have been conveyed to it, and to deliver to the Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to Section 2.01(b) above have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. Upon delivery of the Mortgage Files by the Company or the Master Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(c) above. If the Custodian, as the Trustee's agent, finds any document or documents constituting a part of a Mortgage File to be missing or defective, the Trustee shall promptly so notify the Master Servicer and the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master Servicer, the Company and the Trustee of any such omission or defect found by it in respect of any Mortgage File held by it in respect of the items reviewed by it pursuant to the Custodial Agreement. If such omission or defect materially and adversely affects the interests of the Certificateholders, the Master Servicer shall promptly notify the related Subservicer or Seller of such omission or defect and request that such Subservicer or Seller correct or cure such omission or defect within 60 days from the date the Master Servicer was notified of such omission or defect and, if such Subservicer or Seller does not correct or cure such omission or defect within such period, that such Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its Purchase Price, in either case within 90 days from the date the Master Servicer was notified of such omission or defect; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The Purchase Price for any such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be deposited or caused to be deposited by the Master Servicer in the Custodial Account maintained by it pursuant to Section 3.07 36 and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as the case may be, shall release to the Master Servicer the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the Seller or its designee or the Subservicer or its designee, as the case may be, any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan shall not be part of the Trust Fund. In furtherance of the foregoing, if the Subservicer or Seller that repurchases the Mortgage Loan is not a member of MERS and the Mortgage is registered on the MERS(R) System, the Master Servicer, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to such Subservicer or Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. It is understood and agreed that the obligation of the Seller or the Subservicer, as the case may be, to so cure or purchase any Mortgage Loan as to which a material and adverse defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to Certificateholders or the Trustee on behalf of the Certificateholders. Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company. (a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the Certificateholders that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and is or will be in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan in accordance with the terms of this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not violate the Master Servicer's Certificate of Incorporation or Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets; (iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Company, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; 37 (iv) The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; (v) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement; (vi) The Master Servicer will comply in all material respects in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Required Insurance Policy; (vii) No information, certificate of an officer, statement furnished in writing or report delivered to the Company, any Affiliate of the Company or the Trustee by the Master Servicer will, to the knowledge of the Master Servicer, contain any untrue statement of a material fact or omit a material fact necessary to make the information, certificate, statement or report not misleading; (viii) The Master Servicer has examined each existing, and will examine each new, Subservicing Agreement and is or will be familiar with the terms thereof. The terms of each existing Subservicing Agreement and each designated Subservicer are acceptable to the Master Servicer and any new Subservicing Agreements will comply with the provisions of Section 3.02; and (ix) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by either the Company, the Master Servicer, the Trustee or any Custodian of a breach of any representation or warranty set forth in this Section 2.03(a) which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). Within 90 days of its discovery or its receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in all material respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The obligation of the Master 38 Servicer to cure such breach or to so purchase such Mortgage Loan shall constitute the sole remedy in respect of a breach of a representation and warranty set forth in this Section 2.03(a) available to the Certificateholders or the Trustee on behalf of the Certificateholders. (b) Representations and warranties relating to the Mortgage Loans are set forth in Section 2.03(b) of the Series Supplement. Section 2.04 Representations and Warranties of Sellers. The Company, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Assignment Agreement and each Seller's Agreement (to the extent assigned to the Company pursuant to the Assignment Agreement) applicable to a Mortgage Loan. Insofar as the Assignment Agreement or the Company's rights under such Seller's Agreement relate to the representations and warranties made by Residential Funding or the related Seller in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made in a Seller's Agreement that have been assigned to the Trustee pursuant to this Section 2.04 or of a breach of any of the representations and warranties made in the Assignment Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Assignment Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the related Seller or Residential Funding, as the case may be, of such breach and request that such Seller or Residential Funding, as the case may be, either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that in the case of a breach under the Assignment Agreement Residential Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. In the event that Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 2.01, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Master Servicer and remitted by the Master Servicer to Residential Funding on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage 39 Loan for such month and thereafter Residential Funding shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, the related Seller shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in the related Seller's Agreement as of the date of substitution, insofar as Residential Funding's rights in respect of such representations and warranties are assigned to the Company pursuant to the Assignment Agreement, and the Company and the Master Servicer shall be deemed to have made with respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in this Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master Servicer shall be obligated to repurchase or substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase Event (as defined in the Assignment Agreement) has occurred pursuant to Section 4 of the Assignment Agreement. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Certificateholders in the month of substitution). Residential Funding shall deposit the amount of such shortfall into the Custodial Account on the day of substitution, without any reimbursement therefor. Residential Funding shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any REMIC to fail to qualify as such at any time that any Certificate is outstanding. It is understood and agreed that the obligation of the Seller or Residential Funding, as the case may be, to cure such breach or purchase (or in the case of Residential Funding to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of Certificateholders. If the Master Servicer is Residential Funding, then the Trustee shall also have the right to give the notification and require the purchase or substitution provided for in the second preceding paragraph in the event of such a breach of a representation or warranty made by Residential Funding in the Assignment Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by Residential Funding, the Trustee shall assign to Residential Funding all of the Trustee's right, title and interest in respect of the Seller's Agreement and the Assignment Agreement applicable to such Mortgage Loan. 40 Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC I. As provided in Section 2.05 of the Series Supplement. Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II Regular Interests; Acceptance by the Trustee. As provided in Section 2.06 of the Series Supplement. Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II. As provided in Section 2.07 of the Series Supplement. Section 2.08 Purposes and Powers of the Trust. The purpose of the trust, as created hereunder, is to engage in the following activities: (a) to sell the Certificates to the Company in exchange for the Mortgage Loans; (b) to enter into and perform its obligations under this Agreement; (c) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (d) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Fund and the making of distributions to the Certificateholders. The trust is hereby authorized to engage in the foregoing activities. Notwithstanding the provisions of Section 11.01, the trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.08 may not be amended, without the consent of the Certificateholders evidencing a majority of the aggregate Voting Rights of the Certificates. ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 3.01 Master Servicer to Act as Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and the respective Mortgage Loans and shall have full power and 41 authority, acting alone or through Subservicers as provided in Section 3.02, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Subservicer is hereby authorized and empowered by the Trustee when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of consent to assumption or modification in connection with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note in connection with the repurchase of a Mortgage Loan and all other comparable instruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement, prosecution or completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to the related Insurer, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re- recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.16(c), with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, it becomes necessary to remove any Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to the Master Servicer. Notwithstanding the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any REMIC formed under the Series Supplement to fail to qualify as a REMIC under the Code. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. The Trustee shall not be liable for any action taken by the Master Servicer or any Subservicer pursuant to such powers of attorney. In servicing and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with this Agreement, comply with the Program Guide as if it were the originator of such Mortgage Loan and had retained the servicing rights and obligations in respect thereof. In connection with servicing and administering the Mortgage Loans, the Master Servicer and any Affiliate of the Master Servicer (i) may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in 42 accordance with Section 3.10 and (ii) may, at its own discretion and on behalf of the Trustee, obtain credit information in the form of a "credit score" from a credit repository. (b) All costs incurred by the Master Servicer or by Subservicers in effecting the timely payment of taxes and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such costs shall be recoverable to the extent permitted by Section 3.10(a)(ii). (c) The Master Servicer may enter into one or more agreements in connection with the offering of pass-through certificates evidencing interests in one or more of the Certificates providing for the payment by the Master Servicer of amounts received by the Master Servicer as servicing compensation hereunder and required to cover certain Prepayment Interest Shortfalls on the Mortgage Loans, which payment obligation will thereafter be an obligation of the Master Servicer hereunder. Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers, for the servicing and administration of all or some of the Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required or permitted by the Program Guide and are not inconsistent with this Agreement and as the Master Servicer and the Subservicer have agreed. A representative form of Subservicing Agreement is attached to this Agreement as Exhibit E. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of 43 each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement insofar as the Company's rights with respect to such obligation has been assigned to the Trustee hereunder, to the extent that the non-performance of any such Seller's obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not intended to, and does not, limit the ability of the Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of a Seller's obligations (insofar as the Company's rights with respect to such Seller's obligations have been assigned to the Trustee hereunder) and are reimbursable pursuant to Section 3.10(a)(viii). Section 3.03 Successor Subservicers. The Master Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. If the Master Servicer or any Affiliate of Residential Funding acts as servicer, it will not assume liability for the representations and warranties of the Subservicer which it replaces. If the Master Servicer enters into a Subservicing Agreement with a successor Subservicer, the Master Servicer shall use reasonable efforts to have the successor Subservicer assume liability for the representations and warranties made by the terminated Subservicer in respect of the related Mortgage Loans and, in the event of any such assumption by the successor Subservicer, the Master Servicer may, in the exercise of its business judgment, release the terminated Subservicer from liability for such representations and warranties. Section 3.04 Liability of the Master Servicer. Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer or the Company and to the same extent and under the same terms and 44 conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Subservicer or Seller for indemnification of the Master Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Section 3.05 No Contractual Relationship Between Subservicer and Trustee or Certificateholders. Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Master Servicer alone and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 3.06. The foregoing provision shall not in any way limit a Subservicer's obligation to cure an omission or defect or to repurchase a Mortgage Loan as referred to in Section 2.02 hereof. Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee. (a) If the Master Servicer shall for any reason no longer be the master servicer (including by reason of an Event of Default), the Trustee, its designee or its successor shall thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that may have been entered into. The Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a party to the Subservicing Agreement to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement. (b) The Master Servicer shall, upon request of the Trustee but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of each Subservicing Agreement to the assuming party. Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account. (a) The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Primary Insurance Policy, follow such collection procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. Consistent with the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge or any prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due on a Mortgage Loan in accordance with the Program Guide; provided, however, that the Master Servicer shall first determine that any such waiver or 45 extension will not impair the coverage of any related Primary Insurance Policy or materially adversely affect the lien of the related Mortgage. In the event of any such arrangement, the Master Servicer shall make timely advances on the related Mortgage Loan during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements unless otherwise agreed to by the Holders of the Classes of Certificates affected thereby; provided, however, that no such extension shall be made if any such advance would be a Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master Servicer may also waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Master Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action); provided, however, that the Master Servicer may not modify materially or permit any Subservicer to modify any Mortgage Loan, including without limitation any modification that would change the Mortgage Rate, forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan or except in connection with prepayments to the extent that such reamortization is not inconsistent with the terms of the Mortgage Loan), or extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable; and provided, further, that no such modification shall reduce the interest rate on a Mortgage Loan below the sum of the Pool Strip Rate and the sum of the rates at which the Servicing Fee and the Subservicing Fee with respect to such Mortgage Loan accrues. In connection with any Curtailment of a Mortgage Loan, the Master Servicer, to the extent not inconsistent with the terms of the Mortgage Note and local law and practice, may permit the Mortgage Loan to be reamortized such that the Monthly Payment is recalculated as an amount that will fully amortize the remaining Stated Principal Balance thereof by the original Maturity Date based on the original Mortgage Rate; provided, that such re-amortization shall not be permitted if it would constitute a reissuance of the Mortgage Loan for federal income tax purposes, except if such reissuance is described in Treasury Regulation Section 1.860G-2(b)(3). (b) The Master Servicer shall establish and maintain a Custodial Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, the following payments and collections remitted by Subservicers or received by it in respect of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date): (i) All payments on account of principal, including Principal Prepayments made by Mortgagors on the Mortgage Loans and the principal component of any Subservicer Advance or of any REO Proceeds received in connection with an REO Property for which an REO Disposition has occurred; (ii) All payments on account of interest at the Adjusted Mortgage Rate on the Mortgage Loans, including Buydown Funds, if any, and the interest component of any Subservicer Advance or of any REO Proceeds received in connection with an REO Property for which an REO Disposition has occurred; 46 (iii) Insurance Proceeds and Liquidation Proceeds (net of any related expenses of the Subservicer); (iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited in connection with the substitution of a Qualified Substitute Mortgage Loan pursuant to Section 2.03 or 2.04; (v) Any amounts required to be deposited pursuant to Section 3.07(c) or 3.21; (vi) All amounts transferred from the Certificate Account to the Custodial Account in accordance with Section 4.02(a); (vii) Any amounts realized by the Subservicer and received by the Master Servicer in respect of any Additional Collateral; and (viii) Any amounts received by the Master Servicer in respect of Pledged Assets. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments on the Mortgage Loans which are not part of the Trust Fund (consisting of payments in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date) and payments or collections in the nature of prepayment charges or late payment charges or assumption fees may but need not be deposited by the Master Servicer in the Custodial Account. In the event any amount not required to be deposited in the Custodial Account is so deposited, the Master Servicer may at any time withdraw such amount from the Custodial Account, any provision herein to the contrary notwithstanding. The Custodial Account may contain funds that belong to one or more trust funds created for mortgage pass-through certificates of other series and may contain other funds respecting payments on mortgage loans belonging to the Master Servicer or serviced or master serviced by it on behalf of others. Notwithstanding such commingling of funds, the Master Servicer shall keep records that accurately reflect the funds on deposit in the Custodial Account that have been identified by it as being attributable to the Mortgage Loans. With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may elect to treat such amounts as included in the Available Distribution Amount for the Distribution Date in the month of receipt, but is not obligated to do so. If the Master Servicer so elects, such amounts will be deemed to have been received (and any related Realized Loss shall be deemed to have occurred) on the last day of the month prior to the receipt thereof. (c) The Master Servicer shall use its best efforts to cause the institution maintaining the Custodial Account to invest the funds in the Custodial Account attributable to the Mortgage Loans in Permitted Investments which shall mature not later than the Certificate Account Deposit Date next 47 following the date of such investment (with the exception of the Amount Held for Future Distribution) and which shall not be sold or disposed of prior to their maturities. All income and gain realized from any such investment shall be for the benefit of the Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments attributable to the investment of amounts in respect of the Mortgage Loans shall be deposited in the Custodial Account by the Master Servicer out of its own funds immediately as realized without any right of reimbursement. (d) The Master Servicer shall give notice to the Trustee and the Company of any change in the location of the Custodial Account and the location of the Certificate Account prior to the use thereof. Section 3.08 Subservicing Accounts; Servicing Accounts. (a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement, the Master Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to establish and maintain one or more Subservicing Accounts which shall be an Eligible Account or, if such account is not an Eligible Account, shall generally satisfy the requirements of the Program Guide and be otherwise acceptable to the Master Servicer and each Rating Agency. The Subservicer will be required thereby to deposit into the Subservicing Account on a daily basis all proceeds of Mortgage Loans received by the Subservicer, less its Subservicing Fees and unreimbursed advances and expenses, to the extent permitted by the Subservicing Agreement. If the Subservicing Account is not an Eligible Account, the Master Servicer shall be deemed to have received such monies upon receipt thereof by the Subservicer. The Subservicer shall not be required to deposit in the Subservicing Account payments or collections in the nature of prepayment charges or late charges or assumption fees. On or before the date specified in the Program Guide, but in no event later than the Determination Date, the Master Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account all funds held in the Subservicing Account with respect to each Mortgage Loan serviced by such Subservicer that are required to be remitted to the Master Servicer. The Subservicer will also be required, pursuant to the Subservicing Agreement, to advance on such scheduled date of remittance amounts equal to any scheduled monthly installments of principal and interest less its Subservicing Fees on any Mortgage Loans for which payment was not received by the Subservicer. This obligation to advance with respect to each Mortgage Loan will continue up to and including the first of the month following the date on which the related Mortgaged Property is sold at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such advances received by the Master Servicer shall be deposited promptly by it in the Custodial Account. (b) The Subservicer may also be required, pursuant to the Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee accrues in the case of a Modified Mortgage Loan) on any Curtailment received by such Subservicer in respect of a Mortgage Loan from the related Mortgagor during any month that is to be applied by the Subservicer to reduce the unpaid principal balance of the related Mortgage Loan as of the first day of such month, from the date of application of such Curtailment to the first day of the following 48 month. Any amounts paid by a Subservicer pursuant to the preceding sentence shall be for the benefit of the Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v). (c) In addition to the Custodial Account and the Certificate Account, the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the Subservicers for Subserviced Mortgage Loans to, establish and maintain one or more Servicing Accounts and deposit and retain therein all collections from the Mortgagors (or advances from Subservicers) for the payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items for the account of the Mortgagors. Each Servicing Account shall satisfy the requirements for a Subservicing Account and, to the extent permitted by the Program Guide or as is otherwise acceptable to the Master Servicer, may also function as a Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from the Servicing Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items, to reimburse the Master Servicer or Subservicer out of related collections for any payments made pursuant to Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance), to refund to any Mortgagors any sums as may be determined to be overages, to pay interest, if required, to Mortgagors on balances in the Servicing Account or to clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01 or in accordance with the Program Guide. As part of its servicing duties, the Master Servicer shall, and the Subservicers will, pursuant to the Subservicing Agreements, be required to pay to the Mortgagors interest on funds in this account to the extent required by law. (d) The Master Servicer shall advance the payments referred to in the preceding subsection that are not timely paid by the Mortgagors or advanced by the Subservicers on the date when the tax, premium or other cost for which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise. Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage Loans. If compliance with this Section 3.09 shall make any Class of Certificates legal for investment by federally insured savings and loan associations, the Master Servicer shall provide, or cause the Subservicers to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory agents and examiners thereof access to the documentation regarding the Mortgage Loans required by applicable regulations of the Office of Thrift Supervision, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices designated by the Master Servicer. The Master Servicer shall permit such representatives to photocopy any such documentation and shall provide equipment for that purpose at a charge reasonably approximating the cost of such photocopying to the Master Servicer. 49 Section 3.10 Permitted Withdrawals from the Custodial Account. (a) The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial Account of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for the following purposes: (i) to make deposits into the Certificate Account in the amounts and in the manner provided for in Section 4.01; (ii) to reimburse itself or the related Subservicer for previously unreimbursed advances or expenses made pursuant to Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the terms of this Agreement, such withdrawal right being limited to amounts received on particular Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly Payments for which any such advance was made in the case of Subservicer Advances or Advances pursuant to Section 4.04 and (B) recoveries of amounts in respect of which such advances were made in the case of Servicing Advances; (iii) to pay to itself or the related Subservicer (if not previously retained by such Subservicer) out of each payment received by the Master Servicer on account of interest on a Mortgage Loan as contemplated by Sections 3.14 and 3.16, an amount equal to that remaining portion of any such payment as to interest (but not in excess of the Servicing Fee and the Subservicing Fee, if not previously retained) which, when deducted, will result in the remaining amount of such interest being interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the amount specified in the amortization schedule of the related Mortgage Loan as the principal balance thereof at the beginning of the period respecting which such interest was paid after giving effect to any previous Curtailments; (iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds and other property deposited in or credited to the Custodial Account that it is entitled to withdraw pursuant to Section 3.07(c); (v) to pay to itself as additional servicing compensation any Foreclosure Profits, any amounts remitted by Subservicers as interest in respect of Curtailments pursuant to Section 3.08(b), and any amounts paid by a Mortgagor in connection with a Principal Prepayment in Full in respect of interest for any period during the calendar month in which such Principal Prepayment in Full is to be distributed to the Certificateholders; (vi) to pay to itself, a Subservicer, a Seller, Residential Funding, the Company or any other appropriate Person, as the case may be, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased or 50 otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not required to be distributed to the Certificateholders as of the date on which the related Stated Principal Balance or Purchase Price is determined; (vii) to reimburse itself or the related Subservicer for any Nonrecoverable Advance or Advances in the manner and to the extent provided in subsection (c) below, any Advance made in connection with a modification of a Mortgage Loan that is in default or, in the judgment of the Master Servicer, default is reasonably foreseeable pursuant to Section 3.07(a), to the extent the amount of the Advance has been added to the outstanding principal balance of the Mortgage Loan, or any Advance reimbursable to the Master Servicer pursuant to Section 4.02(a); (viii) to reimburse itself or the Company for expenses incurred by and reimbursable to it or the Company pursuant to Sections 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing, in accordance with this Agreement, any repurchase, substitution or indemnification obligation of any Seller (other than an Affiliate of the Company) pursuant to the related Seller's Agreement; (ix) to reimburse itself for Servicing Advances expended by it (a) pursuant to Section 3.14 in good faith in connection with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed pursuant to clause (ii) or (viii) above; and (x) to withdraw any amount deposited in the Custodial Account that was not required to be deposited therein pursuant to Section 3.07. (b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan, the Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Custodial Account pursuant to such clauses. (c) The Master Servicer shall be entitled to reimburse itself or the related Subservicer for any advance made in respect of a Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the Custodial Account of amounts on deposit therein attributable to the Mortgage Loans on any Certificate Account Deposit Date succeeding the date of such determination. Such right of reimbursement in respect of a Nonrecoverable Advance on any such Certificate Account Deposit Date shall be limited to an amount not exceeding the portion of such advance previously paid to Certificateholders (and not theretofore reimbursed to the Master Servicer or the related Subservicer). Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder. (a) The Master Servicer shall not take, or permit any Subservicer to take, any action which would result in non-coverage under any applicable Primary Insurance Policy of any loss 51 which, but for the actions of the Master Servicer or Subservicer, would have been covered thereunder. To the extent coverage is available, the Master Servicer shall keep or cause to be kept in full force and effect each such Primary Insurance Policy until the principal balance of the related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less of the Appraised Value in the case of such a Mortgage Loan having a Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary Insurance Policy was in place as of the Cut-off Date and the Company had knowledge of such Primary Insurance Policy. The Master Servicer shall be entitled to cancel or permit the discontinuation of any Primary Insurance Policy as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is reduced below an amount equal to 80% of the appraised value of the related Mortgaged Property as determined in any appraisal thereof after the Closing Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of principal payments on the Mortgage Loan after the Closing Date. In the event that the Company gains knowledge that as of the Closing Date, a Mortgage Loan had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject of a Primary Insurance Policy (and was not included in any exception to the representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its reasonable efforts to obtain and maintain a Primary Insurance Policy to the extent that such a policy is obtainable at a reasonable price. The Master Servicer shall not cancel or refuse to renew any such Primary Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or refusing to renew any such Primary Insurance Policy applicable to a Mortgage Loan subserviced by it, that is in effect at the date of the initial issuance of the Certificates and is required to be kept in force hereunder unless the replacement Primary Insurance Policy for such canceled or non-renewed policy is maintained with an insurer whose claims-paying ability is acceptable to each Rating Agency for mortgage pass-through certificates having a rating equal to or better than the lower of the then-current rating or the rating assigned to the Certificates as of the Closing Date by such Rating Agency. (b) In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present or to cause the related Subservicer to present, on behalf of the Master Servicer, the Subservicer, if any, the Trustee and Certificateholders, claims to the related Insurer under any Primary Insurance Policies, in a timely manner in accordance with such policies, and, in this regard, to take or cause to be taken such reasonable action as shall be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted to the Master Servicer under any Primary Insurance Policies shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage. (a) The Master Servicer shall cause to be maintained for each Mortgage Loan (other than a Cooperative Loan) fire insurance with extended coverage in an amount which is equal to the lesser of the principal balance owing on such Mortgage Loan or 100 percent of the insurable value of the improvements; provided, however, that such coverage may not be less than the minimum amount required to fully compensate for any loss or damage on a replacement cost basis. To the extent it may do so without breaching the related Subservicing Agreement, the Master Servicer shall replace any Subservicer that does not cause such insurance, to the extent it is available, to be maintained. 52 The Master Servicer shall also cause to be maintained on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan), fire insurance with extended coverage in an amount which is at least equal to the amount necessary to avoid the application of any co-insurance clause contained in the related hazard insurance policy. Pursuant to Section 3.07, any amounts collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or property thus acquired or amounts released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the amount owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer out of related late payments by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent permitted by Section 3.10. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor or maintained on property acquired in respect of a Mortgage Loan other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. Whenever the improvements securing a Mortgage Loan (other than a Cooperative Loan) are located at the time of origination of such Mortgage Loan in a federally designated special flood hazard area, the Master Servicer shall cause flood insurance (to the extent available) to be maintained in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the amount required to compensate for any loss or damage to the Mortgaged Property on a replacement cost basis and (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program). If the Master Servicer shall obtain and maintain a blanket fire insurance policy with extended coverage insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first sentence of this Section 3.12(a), it being understood and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with the first sentence of this Section 3.12(a) and there shall have been a loss which would have been covered by such policy, deposit in the Certificate Account the amount not otherwise payable under the blanket policy because of such deductible clause. Any such deposit by the Master Servicer shall be made on the Certificate Account Deposit Date next preceding the Distribution Date which occurs in the month following the month in which payments under any such policy would have been deposited in the Custodial Account. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims under any such blanket policy. (b) The Master Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy covering the Master Servicer's officers and employees and other persons acting on behalf of the Master Servicer in connection with its activities under this Agreement. The amount of coverage shall be at least equal to the coverage that would be required by Fannie Mae or Freddie Mac, whichever is greater, with respect to the Master Servicer if the Master Servicer were servicing and administering the Mortgage Loans for Fannie Mae or Freddie Mac. In the event that 53 any such bond or policy ceases to be in effect, the Master Servicer shall obtain a comparable replacement bond or policy from an issuer or insurer, as the case may be, meeting the requirements, if any, of the Program Guide and acceptable to the Company. Coverage of the Master Servicer under a policy or bond obtained by an Affiliate of the Master Servicer and providing the coverage required by this Section 3.12(b) shall satisfy the requirements of this Section 3.12(b). Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall either (i) both (A) constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the REMIC Provisions and (B) cause any portion of any REMIC formed under the Series Supplement to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)), result in the imposition of any tax on "prohibited transactions" or (ii) constitute "contributions" after the start-up date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the 54 assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed in writing by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any portion of any REMIC formed under the Series Supplement would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any such REMIC as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage; (ii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iii) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof. 55 Section 3.14 Realization Upon Defaulted Mortgage Loans. (a) The Master Servicer shall foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07. In connection with such foreclosure or other conversion, the Master Servicer shall, consistent with Section 3.11, follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in its general mortgage servicing activities and as shall be required or permitted by the Program Guide; provided that the Master Servicer shall not be liable in any respect hereunder if the Master Servicer is acting in connection with any such foreclosure or other conversion in a manner that is consistent with the provisions of this Agreement. The Master Servicer, however, shall not be required to expend its own funds or incur other reimbursable charges in connection with any foreclosure, or attempted foreclosure which is not completed, or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one or more Classes after reimbursement to itself for such expenses or charges and (ii) that such expenses or charges will be recoverable to it through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have priority for purposes of withdrawals from the Custodial Account pursuant to Section 3.10, whether or not such expenses and charges are actually recoverable from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of such a determination by the Master Servicer pursuant to this Section 3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts pursuant to Section 3.10. In addition to the foregoing, the Master Servicer shall use its best reasonable efforts to realize upon any Additional Collateral for such of the Additional Collateral Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf of the Trustee, obtain title to any such Additional Collateral as a result of or in lieu of the disposition thereof or otherwise; and provided further that (i) the Master Servicer shall not proceed with respect to such Additional Collateral in any manner that would impair the ability to recover against the related Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO Acquisition in a manner that preserves the ability to apply the proceeds of such Additional Collateral against amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such Additional Collateral (other than amounts to be released to the Mortgagor or the related guarantor in accordance with procedures that the Master Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note and to the terms and conditions of any security agreement, guarantee agreement, mortgage or other agreement governing the disposition of the proceeds of such Additional Collateral) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any other payment received by the Master Servicer in respect of such Additional Collateral shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 3.10. For so long as the Master Servicer is the Master Servicer under the Credit Support Pledge Agreement, the Master Servicer shall perform its obligations under the Credit Support Pledge 56 Agreement in accordance with such Agreement and in a manner that is in the best interests of the Certificateholders. Further, the Master Servicer shall use its best reasonable efforts to realize upon any Pledged Assets for such of the Pledged Asset Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf of the Trustee, obtain title to any such Pledged Assets as a result of or in lieu of the disposition thereof or otherwise; and provided further that (i) the Master Servicer shall not proceed with respect to such Pledged Assets in any manner that would impair the ability to recover against the related Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO Acquisition in a manner that preserves the ability to apply the proceeds of such Pledged Assets against amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such Pledged Assets (other than amounts to be released to the Mortgagor or the related guarantor in accordance with procedures that the Master Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note and to the terms and conditions of any security agreement, guarantee agreement, mortgage or other agreement governing the disposition of the proceeds of such Pledged Assets) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any other payment received by the Master Servicer in respect of such Pledged Assets shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 3.10. Concurrently with the foregoing, the Master Servicer may pursue any remedies that may be available in connection with a breach of a representation and warranty with respect to any such Mortgage Loan in accordance with Sections 2.03 and 2.04. However, the Master Servicer is not required to continue to pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans and remedies in connection with a breach of a representation and warranty if the Master Servicer determines in its reasonable discretion that one such remedy is more likely to result in a greater recovery as to the Mortgage Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following the deposit in the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other payments and recoveries referred to in the definition of "Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as the case may be, shall release to the Master Servicer the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the Master Servicer or its designee, as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan shall not be part of the Trust Fund. Notwithstanding the foregoing or any other provision of this Agreement, in the Master Servicer's sole discretion with respect to any defaulted Mortgage Loan or REO Property as to either of the following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to have occurred if substantially all amounts expected by the Master Servicer to be received in connection with the related defaulted Mortgage Loan or REO Property have been received, and (ii) for purposes of determining the amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled collections or the amount of any Realized Loss, the Master Servicer may take into account minimal amounts of additional receipts expected to be received or any estimated additional liquidation expenses expected to be incurred in connection with the related defaulted Mortgage Loan or REO Property. 57 (b) If title to any Mortgaged Property is acquired by the Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. Notwithstanding any such acquisition of title and cancellation of the related Mortgage Loan, such REO Property shall (except as otherwise expressly provided herein) be considered to be an Outstanding Mortgage Loan held in the Trust Fund until such time as the REO Property shall be sold. Consistent with the foregoing for purposes of all calculations hereunder so long as such REO Property shall be considered to be an Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Mortgage Note shall have been discharged, such Mortgage Note and the related amortization schedule in effect at the time of any such acquisition of title (after giving effect to any previous Curtailments and before any adjustment thereto by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period) remain in effect. (c) If the Trust Fund acquires any REO Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of such REO Property as soon as practicable, giving due consideration to the interests of the Certificateholders, but in all cases within three full years after the taxable year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or such shorter period as may be necessary under applicable state (including any state in which such property is located) law to maintain the status of any portion of any REMIC formed under the Series Supplement as a REMIC under applicable state law and avoid taxes resulting from such property failing to be foreclosure property under applicable state law) or, at the expense of the Trust Fund, request, more than 60 days before the day on which such grace period would otherwise expire, an extension of such grace period unless the Master Servicer (subject to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to such period will not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code or cause any REMIC formed under the Series Supplement to fail to qualify as a REMIC (for federal (or any applicable State or local) income tax purposes) at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such REO Property (subject to any conditions contained in such Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any other provision of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition of any federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of Section 860G(c) of the Code, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (d) The proceeds of any Cash Liquidation, REO Disposition or purchase or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well as any recovery resulting from a collection of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied in the following order of priority: first, to reimburse the Master Servicer or the related Subservicer in accordance with Section 3.10(a)(ii); second, to the Certificateholders to the extent of accrued and 58 unpaid interest on the Mortgage Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date on which such amounts are to be distributed; third, to the Certificateholders as a recovery of principal on the Mortgage Loan (or REO Property)(provided that, if such recovery is of an amount previously allocated to one or more Classes of Certificates as a Realized Loss, such recovery shall be allocated among such Classes in the same proportions as the allocation of such Realized Losses and, if any such Class of Certificates to which such Realized Loss was allocated is no longer outstanding, such subsequent recovery shall be distributed to the persons who were the Holders of such Class of Certificates when it was retired); fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer shall have no claims for any deficiencies with respect to such fees which result from the foregoing allocation); and fifth, to Foreclosure Profits. (e) In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States Person, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together, "foreclosure") in respect of such Mortgage Loan, the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Mortgage Loan. Section 3.15 Trustee to Cooperate; Release of Mortgage Files. (a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the Master Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Master Servicer will immediately notify the Trustee (if it holds the related Mortgage File) or the Custodian by a certification of a Servicing Officer (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 3.07 have been or will be so deposited), substantially in one of the forms attached hereto as Exhibit F, or, in the case of the Custodian, an electronic request in a form acceptable to the Custodian, requesting delivery to it of the Mortgage File. Within two Business Days of receipt of such certification and request, the Trustee shall release, or cause the Custodian to release, the related Mortgage File to the Master Servicer. The Master Servicer is authorized to execute and deliver to the Mortgagor the request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage, together with the Mortgage Note with, as appropriate, written evidence of cancellation thereon and to cause the removal from the registration on the MERS(R) System of such Mortgage and to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of satisfaction or cancellation or of partial or full release. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account or the Certificate Account. (b) From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a copy to the Trustee, a certificate of a Servicing Officer substantially in one of the forms attached as Exhibit F hereto, or, in the case of the Custodian, an electronic request in a form acceptable to the Custodian, requesting that possession 59 of all, or any document constituting part of, the Mortgage File be released to the Master Servicer and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or any document therein to the Master Servicer. The Master Servicer shall cause each Mortgage File or any document therein so released to be returned to the Trustee, or the Custodian as agent for the Trustee when the need therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or (ii) the Mortgage File or such document has been delivered directly or through a Subservicer to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered directly or through a Subservicer to the Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. In the event of the liquidation of a Mortgage Loan, the Trustee shall deliver the Request for Release with respect thereto to the Master Servicer upon deposit of the related Liquidation Proceeds in the Custodial Account. (c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and deliver to the Master Servicer, if necessary, any court pleadings, requests for trustee's sale or other documents necessary to the foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Together with such documents or pleadings (if signed by the Trustee), the Master Servicer shall deliver to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate any insurance coverage under any Required Insurance Policy or invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee's sale. Section 3.16 Servicing and Other Compensation; Compensating Interest. (a) The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive on each Distribution Date the amounts provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master Servicer shall be entitled to retain therefrom and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee considered to be accrued but unpaid. 60 (b) Additional servicing compensation in the form of prepayment charges, assumption fees, late payment charges, investment income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the Master Servicer or the Subservicer to the extent provided herein, subject to clause (e) below. (c) The Master Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the Primary Insurance Policies, if any, to the extent such premiums are not required to be paid by the related Mortgagors, and the fees and expenses of the Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 3.10 and 3.14. (d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer under this Agreement. (e) Notwithstanding any other provision herein, the amount of servicing compensation that the Master Servicer shall be entitled to receive for its activities hereunder for the period ending on each Distribution Date shall be reduced (but not below zero) by an amount equal to Compensating Interest (if any) for such Distribution Date. Such reduction shall be applied during such period as follows: first, to any Servicing Fee or Subservicing Fee to which the Master Servicer is entitled pursuant to Section 3.10(a)(iii) and second, to any income or gain realized from any investment of funds held in the Custodial Account or the Certificate Account to which the Master Servicer is entitled pursuant to Sections 3.07(c) or 4.01(b), respectively. In making such reduction, the Master Servicer (i) will not withdraw from the Custodial Account any such amount representing all or a portion of the Servicing Fee to which it is entitled pursuant to Section 3.10(a)(iii) and (ii) will not withdraw from the Custodial Account or Certificate Account any such amount to which it is entitled pursuant to Section 3.07(c) or 4.01(b). Section 3.17 Reports to the Trustee and the Company. Not later than fifteen days after each Distribution Date, the Master Servicer shall forward to the Trustee and the Company a statement, certified by a Servicing Officer, setting forth the status of the Custodial Account as of the close of business on such Distribution Date as it relates to the Mortgage Loans and showing, for the period covered by such statement, the aggregate of deposits in or withdrawals from the Custodial Account in respect of the Mortgage Loans for each category of deposit specified in Section 3.07 and each category of withdrawal specified in Section 3.10. Section 3.18 Annual Statement as to Compliance. The Master Servicer will deliver to the Company, the Trustee and any Certificate Insurer on or before March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, an Officers' Certificate stating, as to each signer thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year related to its servicing of mortgage loans and its performance under pooling and servicing agreements, including this Agreement, has been made under such officers' supervision, (ii) to the best of such officers' knowledge, based on such review, the Master Servicer has complied in all material respects with the 61 minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations relating to this Agreement in all material respects throughout such year, or, if there has been material noncompliance with such servicing standards or a default in the fulfillment in all material respects of any such obligation relating to this Agreement, such statement shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof and (iii) to the best of such officers' knowledge, each Subservicer has complied in all material respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations under its Subservicing Agreement in all material respects throughout such year, or, if there has been material noncompliance with such servicing standards or a material default in the fulfillment of such obligations relating to this Agreement, such statement shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof. Section 3.19 Annual Independent Public Accountants' Servicing Report. On or before March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, to furnish a report to the Company and the Trustee stating its opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such Subservicers. Section 3.20 Rights of the Company in Respect of the Master Servicer. The Master Servicer shall afford the Company, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Company with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise. The Master Servicer shall also cooperate with all reasonable requests for information including, but not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the Certificates from any Person or Persons identified by the Company or Residential Funding. The Company may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Company or its designee. The 62 Company shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise. Section 3.21 Administration of Buydown Funds. (a) With respect to any Buydown Mortgage Loan, the Subservicer has deposited Buydown Funds in an account that satisfies the requirements for a Subservicing Account (the "Buydown Account"). The Master Servicer shall cause the Subservicing Agreement to require that upon receipt from the Mortgagor of the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer will withdraw from the Buydown Account the predetermined amount that, when added to the amount due on such date from the Mortgagor, equals the full Monthly Payment and transmit that amount in accordance with the terms of the Subservicing Agreement to the Master Servicer together with the related payment made by the Mortgagor or advanced by the Subservicer. (b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its entirety during the period (the "Buydown Period") when Buydown Funds are required to be applied to such Buydown Mortgage Loan, the Subservicer shall be required to withdraw from the Buydown Account and remit any Buydown Funds remaining in the Buydown Account in accordance with the related buydown agreement. The amount of Buydown Funds which may be remitted in accordance with the related buydown agreement may reduce the amount required to be paid by the Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period and the property securing such Buydown Mortgage Loan is sold in the liquidation thereof (either by the Master Servicer or the insurer under any related Primary Insurance Policy), the Subservicer shall be required to withdraw from the Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in the Buydown Account and remit the same to the Master Servicer in accordance with the terms of the Subservicing Agreement for deposit in the Custodial Account or, if instructed by the Master Servicer, pay to the insurer under any related Primary Insurance Policy if the Mortgaged Property is transferred to such insurer and such insurer pays all of the loss incurred in respect of such default. Any amount so remitted pursuant to the preceding sentence will be deemed to reduce the amount owed on the Mortgage Loan. ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01 Certificate Account. (a) The Master Servicer on behalf of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 63 9.01 and (v) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee for the benefit of the Certificateholders, which shall mature or be payable on demand not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) any investment in the institution with which the Certificate Account is maintained may mature or be payable on demand on such Distribution Date and (ii) any other investment may mature or be payable on demand on such Distribution Date if the Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. Subject to Section 3.16(e), all income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Master Servicer out of its own funds immediately as realized without any right of reimbursement. Section 4.02 Distributions. As provided in Section 4.02 of the Series Supplement. Section 4.03 Statements to Certificateholders. (a) Concurrently with each distribution charged to the Certificate Account and with respect to each Distribution Date the Master Servicer shall forward to the Trustee and the Trustee shall either forward by mail or make available to each Holder and the Company, via the Trustee's internet website, a statement (and at its option, any additional files containing the same information in an alternative format) setting forth information as to each Class of Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two or more Loan Groups, each Loan Group, to the extent applicable. This statement will include the information set forth in an exhibit to the Series Supplement. Such exhibit shall set forth the Trustee's internet website address together with a phone number. The Trustee shall mail to each Holder that requests a paper copy by telephone a paper copy via first class mail. The Trustee may modify the distribution procedures set forth in this Section provided that such procedures are no less convenient for the Certificateholders. The Trustee shall provide prior notification to the Company, the Master Servicer and the Certificateholders regarding any such modification. In addition, the Master Servicer shall provide to any manager of a trust fund consisting of some or all of the Certificates, upon reasonable request, such additional information as is reasonably obtainable by the Master Servicer at no additional expense to the Master Servicer. (b) Within a reasonable period of time after the end of each calendar year, the Master Servicer shall prepare, or cause to be prepared, and shall forward, or cause to be forwarded, to each Person who at any time during the calendar year was the Holder of a Certificate, other than a Class R Certificate, a statement containing the information set forth in clauses (i) and (ii) of the exhibit to the Series Supplement referred to in subsection (a) above aggregated for such calendar year or 64 applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer pursuant to any requirements of the Code. (c) Within a reasonable period of time after the end of each calendar year, the Master Servicer shall prepare, or cause to be prepared, and shall forward, or cause to be forwarded, to each Person who at any time during the calendar year was the Holder of a Class R Certificate, a statement containing the applicable distribution information provided pursuant to this Section 4.03 aggregated for such calendar year or applicable portion thereof during which such Person was the Holder of a Class R Certificate. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer pursuant to any requirements of the Code. (d) Upon the written request of any Certificateholder, the Master Servicer, as soon as reasonably practicable, shall provide the requesting Certificateholder with such information as is necessary and appropriate, in the Master Servicer's sole discretion, for purposes of satisfying applicable reporting requirements under Rule 144A. Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer. (a) Prior to the close of business on the Determination Date, the Master Servicer shall furnish a written statement to the Trustee, any Certificate Insurer, any Paying Agent and the Company (the information in such statement to be made available to Certificateholders by the Master Servicer on request) setting forth (i) the Available Distribution Amount and (ii) the amounts required to be withdrawn from the Custodial Account and deposited into the Certificate Account on the immediately succeeding Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by the Master Servicer of such amounts shall, in the absence of obvious error, be presumptively deemed to be correct for all purposes hereunder and the Trustee shall be protected in relying upon the same without any independent check or verification. (b) On or before 2:00 P.M. New York time on each Certificate Account Deposit Date, the Master Servicer shall either (i) deposit in the Certificate Account from its own funds, or funds received therefor from the Subservicers, an amount equal to the Advances to be made by the Master Servicer in respect of the related Distribution Date, which shall be in an aggregate amount equal to the aggregate amount of Monthly Payments (with each interest portion thereof adjusted to the Net Mortgage Rate), less the amount of any related Servicing Modifications, Debt Service Reductions or reductions in the amount of interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or similar legislation or regulations then in effect, on the Outstanding Mortgage Loans as of the related Due Date, which Monthly Payments were delinquent as of the close of business as of the related Determination Date; provided that no Advance shall be made if it would be a Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial Account and deposit in the Certificate Account all or a portion of the Amount Held for Future Distribution in discharge of any such Advance, or (iii) make advances in the form of any combination of (i) and (ii) aggregating the amount of such Advance. Any portion of the Amount Held for Future Distribution so used shall be replaced by the Master Servicer by deposit in the 65 Certificate Account on or before 11:00 A.M. New York time on any future Certificate Account Deposit Date to the extent that funds attributable to the Mortgage Loans that are available in the Custodial Account for deposit in the Certificate Account on such Certificate Account Deposit Date shall be less than payments to Certificateholders required to be made on the following Distribution Date. The Master Servicer shall be entitled to use any Advance made by a Subservicer as described in Section 3.07(b) that has been deposited in the Custodial Account on or before such Distribution Date as part of the Advance made by the Master Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant to Section 4.02(a) in respect of outstanding Advances on any Distribution Date shall be allocated to specific Monthly Payments due but delinquent for previous Due Periods, which allocation shall be made, to the extent practicable, to Monthly Payments which have been delinquent for the longest period of time. Such allocations shall be conclusive for purposes of reimbursement to the Master Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10. The determination by the Master Servicer that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the Master Servicer delivered to the Company and the Trustee. If the Master Servicer determines as of the Business Day preceding any Certificate Account Deposit Date that it will be unable to deposit in the Certificate Account an amount equal to the Advance required to be made for the immediately succeeding Distribution Date, it shall give notice to the Trustee of its inability to advance (such notice may be given by telecopy), not later than 3:00 P.M., New York time, on such Business Day, specifying the portion of such amount that it will be unable to deposit. Not later than 3:00 P.M., New York time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on such day the Trustee shall have been notified in writing (by telecopy) that the Master Servicer shall have directly or indirectly deposited in the Certificate Account such portion of the amount of the Advance as to which the Master Servicer shall have given notice pursuant to the preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights and obligations of the Master Servicer under this Agreement in accordance with Section 7.01 and (b) assume the rights and obligations of the Master Servicer hereunder, including the obligation to deposit in the Certificate Account an amount equal to the Advance for the immediately succeeding Distribution Date. The Trustee shall deposit all funds it receives pursuant to this Section 4.04 into the Certificate Account. Section 4.05 Allocation of Realized Losses. As provided in Section 4.05 of the Series Supplement. Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. The Master Servicer or the Subservicers shall file information returns with respect to the receipt of mortgage interests received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 66 6050P, respectively, of the Code, and deliver to the Trustee an Officers' Certificate on or before March 31 of each year stating that such reports have been filed. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code. Section 4.07 Optional Purchase of Defaulted Mortgage Loans. As to any Mortgage Loan which is delinquent in payment by 90 days or more, the Master Servicer may, at its option, purchase such Mortgage Loan from the Trustee at the Purchase Price therefor. If at any time the Master Servicer makes a payment to the Certificate Account covering the amount of the Purchase Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Certificate Account, then the Trustee shall execute the assignment of such Mortgage Loan at the request of the Master Servicer without recourse to the Master Servicer, which shall succeed to all the Trustee's right, title and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Mortgage, and all such security and documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto. If, however the Master Servicer shall have exercised its right to repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written request of and with funds provided by the Junior Certificateholder and thereupon transferred such Mortgage Loan to the Junior Certificateholder, the Master Servicer shall so notify the Trustee in writing. Section 4.08 Surety Bond. (a) If a Required Surety Payment is payable pursuant to the Surety Bond with respect to any Additional Collateral Loan, the Master Servicer shall so notify the Trustee as soon as reasonably practicable and the Trustee shall promptly complete the notice in the form of Attachment 1 to the Surety Bond and shall promptly submit such notice to the Surety as a claim for a Required Surety. The Master Servicer shall upon request assist the Trustee in completing such notice and shall provide any information requested by the Trustee in connection therewith. (b) Upon receipt of a Required Surety Payment from the Surety on behalf of the Holders of Certificates, the Trustee shall deposit such Required Surety Payment in the Certificate Account and shall distribute such Required Surety Payment, or the proceeds thereof, in accordance with the provisions of Section 4.02. (c) The Trustee shall (i) receive as attorney-in-fact of each Holder of a Certificate any Required Surety Payment from the Surety and (ii) disburse the same to the Holders of such Certificates as set forth in Section 4.02. 67 ARTICLE V THE CERTIFICATES Section 5.01 The Certificates. (a) The Senior, Class M, Class B and Class R Certificates shall be substantially in the forms set forth in Exhibits A, B, C and D, respectively, and shall, on original issue, be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Company upon receipt by the Trustee or one or more Custodians of the documents specified in Section 2.01. The Certificates shall be issuable in the minimum denominations designated in the Preliminary Statement to the Series Supplement. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. (b) Except as provided below, registration of Book-Entry Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Holders of the Book-Entry Certificates shall hold their respective Ownership Interests in and to each of such Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they 68 are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Company is unable to locate a qualified successor or (ii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Company in connection with the issuance of the Definitive Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon and performed by the Trustee, and the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) From time to time Residential Funding, as the initial Holder of the Class A-V Certificates, may exchange such Holder's Class A-V Certificates for Subclasses of Class A-V Certificates to be issued under this Agreement by delivering a "Request for Exchange" substantially in the form attached hereto as Exhibit N executed by an authorized officer, which Subclasses, in the aggregate, will represent the Uncertificated Class A-V REMIC Regular Interests corresponding to the Class A-V Certificates so surrendered for exchange. Any Subclass so issued shall bear a numerical designation commencing with Class A-V-1 and continuing sequentially thereafter, and will evidence ownership of the Uncertificated REMIC Regular Interest or Interests specified in writing by such initial Holder to the Trustee. The Trustee may conclusively, without any independent verification, rely on, and shall be protected in relying on, Residential Funding's determinations of the Uncertificated Class A-V REMIC Regular Interests corresponding to any Subclass, the Initial Notional Amount and the initial Pass-Through Rate on a Subclass as set forth in such Request for Exchange and the Trustee shall have no duty to determine if any Uncertificated Class A-V REMIC Regular Interest designated on a Request for Exchange corresponds to a Subclass which has previously been issued. Each Subclass so issued shall be substantially in the form set forth in Exhibit A and shall, on original issue, be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery in accordance with Section 5.01(a). Every Certificate presented or surrendered for exchange by the initial Holder shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer attached to such Certificate and shall be completed to the satisfaction of the Trustee and the Certificate Registrar duly executed by, the initial Holder thereof or his attorney duly authorized in writing. The Certificates of any Subclass of Class A-V Certificates may be transferred in whole, but not in part, in accordance with the provisions of Section 5.02. 69 Section 5.02 Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Trustee in accordance with the provisions of Section 8.12 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee is initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar, or the Trustee, shall provide the Master Servicer with a certified list of Certificateholders as of each Record Date prior to the related Determination Date. (b) Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee maintained for such purpose pursuant to Section 8.12 and, in the case of any Class M, Class B or Class R Certificate, upon satisfaction of the conditions set forth below, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class (or Subclass) and aggregate Percentage Interest. (c) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized denominations of a like Class (or Subclass) and aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Certificates of such Class which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (d) No transfer, sale, pledge or other disposition of a Class B Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event that a transfer of a Class B Certificate is to be made either (i)(A) the Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Company or the Master Servicer (except that, if such transfer is made by the Company or the Master Servicer or any Affiliate thereof, the Company or the Master Servicer shall provide such Opinion of Counsel at their own expense); provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Company or any Affiliate thereof to the Company or an Affiliate of the Company and (B) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit H hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit I hereto, each acceptable to and in form and substance satisfactory to the Company and the Trustee certifying to the Company and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Company or the Master Servicer; 70 provided, however, that such representation letters will not be required in connection with any transfer of any such Certificate by the Company or any Affiliate thereof to the Company or an Affiliate of the Company, and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Company, of the status of such transferee as an Affiliate of the Company or (ii) the prospective transferee of such a Certificate shall be required to provide the Trustee, the Company and the Master Servicer with an investment letter substantially in the form of Exhibit J attached hereto (or such other form as the Company in its sole discretion deems acceptable), which investment letter shall not be an expense of the Trustee, the Company or the Master Servicer, and which investment letter states that, among other things, such transferee (A) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any such Certificate desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Trustee, the Company, the Master Servicer and the Certificate Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws. (e) (i) In the case of any Class B or Class R Certificate presented for registration in the name of any Person, either (A) the Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer to the effect that the purchase or holding of such Class B or Class R Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Company or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Company or the Master Servicer or (B) the prospective Transferee shall be required to provide the Trustee, the Company and the Master Servicer with a certification to the effect set forth in paragraph six of Exhibit H (with respect to any Class B Certificate) or paragraph fourteen of Exhibit G-1 (with respect to any Class R Certificate), which the Trustee may rely upon without further inquiry or investigation, or such other certifications as the Trustee may deem desirable or necessary in order to establish that such Transferee or the Person in whose name such registration is requested either (a) is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition (each, a "Plan Investor") or (b) in the case of any Class B Certificate, the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an "insurance company general account" (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied (each entity that satisfies this clause (b), a "Complying Insurance Company"). (ii) Any Transferee of a Class M Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest 71 therein) that either (a) such Transferee is not a Plan Investor, (b) it has acquired and is holding such Certificate in reliance on Prohibited Transaction Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), and PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000) (the "RFC Exemption"), and that it understands that there are certain conditions to the availability of the RFC Exemption including that such Certificate must be rated, at the time of purchase, not lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch or Moody's or (c) such Transferee is a Complying Insurance Company. (iii) (A) If any Class M Certificate (or any interest therein) is acquired or held by any Person that does not satisfy the conditions described in paragraph (ii) above, then the last preceding Transferee that either (i) is not a Plan Investor, (ii) acquired such Certificate in compliance with the RFC Exemption, or (iii) is a Complying Insurance Company shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Class M Certificate. The Trustee shall be under no liability to any Person for making any payments due on such Certificate to such preceding Transferee. (B) Any purported Certificate Owner whose acquisition or holding of any Class M Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(e) shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. (f) (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit G-1) from the proposed Transferee, in form 72 and substance satisfactory to the Master Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(f) and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit G-2, from the Holder wishing to transfer the Class R Certificate, in form and substance satisfactory to the Master Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Trustee who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Trustee in the form attached hereto as Exhibit G-2. (E) Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a "pass-through interest holder." (ii) The Trustee will register the Transfer of any Class R Certificate only if it shall have received the Transfer Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form attached hereto as Exhibit G-2 and all of such other documents as shall have been reasonably required by the Trustee as a condition to such registration. Transfers of the Class R Certificates to Non-United States Persons and Disqualified Organizations (as defined in Section 860E(e)(5) of the Code) are prohibited. (iii) (A) If any Disqualified Organization shall become a holder of a Class R Certificate, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive 73 to the date of registration of such Transfer of such Class R Certificate. If a Non-United States Person shall become a holder of a Class R Certificate, then the last preceding United States Person shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. If a transfer of a Class R Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. The Trustee shall be under no liability to any Person for any registration of Transfer of a Class R Certificate that is in fact not permitted by this Section 5.02(f) or for making any payments due on such Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in this Section 5.02(f) and to the extent that the retroactive restoration of the rights of the Holder of such Class R Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Master Servicer shall have the right, without notice to the holder or any prior holder of such Class R Certificate, to sell such Class R Certificate to a purchaser selected by the Master Servicer on such terms as the Master Servicer may choose. Such purported Transferee shall promptly endorse and deliver each Class R Certificate in accordance with the instructions of the Master Servicer. Such purchaser may be the Master Servicer itself or any Affiliate of the Master Servicer. The proceeds of such sale, net of the commissions (which may include commissions payable to the Master Servicer or its Affiliates), expenses and taxes due, if any, will be remitted by the Master Servicer to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Master Servicer, and the Master Servicer shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a result of its exercise of such discretion. (iv) The Master Servicer, on behalf of the Trustee, shall make available, upon written request from the Trustee, all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any Person who is a Disqualified Organization, including the information regarding "excess inclusions" of such Class R Certificates required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person who is a Disqualified Organization. Reasonable compensation for providing such information may be required by the Master Servicer from such Person. 74 (v) The provisions of this Section 5.02(f) set forth prior to this clause (v) may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee the following: (A) written notification from each Rating Agency to the effect that the modification, addition to or elimination of such provisions will not cause such Rating Agency to downgrade its then-current ratings, if any, of any Class of the Senior, Class M or Class B Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency; and (B) subject to Section 10.01(f), an Officers' Certificate of the Master Servicer stating that the Master Servicer has received an Opinion of Counsel, in form and substance satisfactory to the Master Servicer, to the effect that such modification, addition to or absence of such provisions will not cause any portion of any REMIC formed under the Series Supplement to cease to qualify as a REMIC and will not cause (x) any portion of any REMIC formed under the Series Supplement to be subject to an entity-level tax caused by the Transfer of any Class R Certificate to a Person that is a Disqualified Organization or (y) a Certificateholder or another Person to be subject to a REMIC-related tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee. (g) No service charge shall be made for any transfer or exchange of Certificates of any Class, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (h) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar. Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Trustee and the Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor, Class and Percentage Interest but bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section 75 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 5.04 Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the Company, the Master Servicer, the Trustee, any Certificate Insurer, the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee, any Certificate Insurer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.02 and for all other purposes whatsoever, except as and to the extent provided in the definition of "Certificateholder," and neither the Company, the Master Servicer, the Trustee, any Certificate Insurer, the Certificate Registrar nor any agent of the Company, the Master Servicer, the Trustee, any Certificate Insurer or the Certificate Registrar shall be affected by notice to the contrary except as provided in Section 5.02(f). Section 5.05 Appointment of Paying Agent. The Trustee may appoint a Paying Agent for the purpose of making distributions to the Certificateholders pursuant to Section 4.02. In the event of any such appointment, on or prior to each Distribution Date the Master Servicer on behalf of the Trustee shall deposit or cause to be deposited with the Paying Agent a sum sufficient to make the payments to the Certificateholders in the amounts and in the manner provided for in Section 4.02, such sum to be held in trust for the benefit of the Certificateholders. The Trustee shall cause each Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums held by it for the payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. Any sums so held by such Paying Agent shall be held only in Eligible Accounts to the extent such sums are not distributed to the Certificateholders on the date of receipt by such Paying Agent. 76 ARTICLE VI THE COMPANY AND THE MASTER SERVICER Section 6.01 Respective Liabilities of the Company and the Master Servicer. The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith. Section 6.02 Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer. (a) The Company and the Master Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. (b) Any Person into which the Company or the Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Company or the Master Servicer shall be a party, or any Person succeeding to the business of the Company or the Master Servicer, shall be the successor of the Company or the Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further that each Rating Agency's ratings, if any, of the Senior, Class M or Class B Certificates in effect immediately prior to such merger or consolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from each Rating Agency). (c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the contrary, the Master Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac, is reasonably satisfactory to the Trustee and the Company, is willing to service the Mortgage Loans and executes and delivers to the Company and the Trustee an agreement, in form and substance reasonably satisfactory to the Company and the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Agreement; provided further that each Rating Agency's 77 rating of the Classes of Certificates that have been rated in effect immediately prior to such assignment and delegation will not be qualified, reduced or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency). In the case of any such assignment and delegation, the Master Servicer shall be released from its obligations under this Agreement, except that the Master Servicer shall remain liable for all liabilities and obligations incurred by it as Master Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in the next preceding sentence. Section 6.03 Limitation on Liability of the Company, the Master Servicer and Others. Neither the Company, the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company, the Master Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the Company nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company or the Master Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Company and the Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 and, on the Distribution Date(s) following such reimbursement, the aggregate of such expenses and costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the same manner as if such expenses and costs constituted a Prepayment Interest Shortfall. 78 Section 6.04 Company and Master Servicer Not to Resign. Subject to the provisions of Section 6.02, neither the Company nor the Master Servicer shall resign from its respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Company or the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation by the Master Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities and obligations in accordance with Section 7.02. ARTICLE VII DEFAULT Section 7.01 Events of Default. Event of Default, wherever used herein, means any one of the following events (whatever reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (i) the Master Servicer shall fail to distribute or cause to be distributed to the Holders of Certificates of any Class any distribution required to be made under the terms of the Certificates of such Class and this Agreement and, in either case, such failure shall continue unremedied for a period of 5 days after the date upon which written notice of such failure, requiring such failure to be remedied, shall have been given to the Master Servicer by the Trustee or the Company or to the Master Servicer, the Company and the Trustee by the Holders of Certificates of such Class evidencing Percentage Interests aggregating not less than 25%; or (ii) the Master Servicer shall fail to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer contained in the Certificates of any Class or in this Agreement and such failure shall continue unremedied for a period of 30 days (except that such number of days shall be 15 in the case of a failure to pay the premium for any Required Insurance Policy) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or the Company, or to the Master Servicer, the Company and the Trustee by the Holders of Certificates of any Class evidencing, in the case of any such Class, Percentage Interests aggregating not less than 25%; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, 79 shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or (iv) the Master Servicer shall consent 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 Master Servicer or of, or relating to, all or substantially all of the property of the Master Servicer; or (v) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) the Master Servicer shall notify the Trustee pursuant to Section 4.04(b) that it is unable to deposit in the Certificate Account an amount equal to the Advance. If an Event of Default described in clauses (i)-(v) of this Section shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, either the Company or the Trustee may, and at the direction of Holders of Certificates entitled to at least 51% of the Voting Rights, the Trustee shall, by notice in writing to the Master Servicer (and to the Company if given by the Trustee or to the Trustee if given by the Company), terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder. If an Event of Default described in clause (vi) hereof shall occur, the Trustee shall, by notice to the Master Servicer and the Company, immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder as provided in Section 4.04(b). On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder thereof) or the Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or the Trustee's designee appointed pursuant to Section 7.02; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the Master Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to the Trustee or its designee for administration by it of all cash amounts which shall at the time be credited to the Custodial Account or the Certificate Account or thereafter be received with respect to the Mortgage Loans. No such termination shall release the Master Servicer for any liability that it would otherwise have hereunder for any act or omission prior to the effective time of such termination. 80 Notwithstanding any termination of the activities of Residential Funding in its capacity as Master Servicer hereunder, Residential Funding shall be entitled to receive, out of any late collection of a Monthly Payment on a Mortgage Loan which was due prior to the notice terminating Residential Funding's rights and obligations as Master Servicer hereunder and received after such notice, that portion to which Residential Funding would have been entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in respect thereof, and any other amounts payable to Residential Funding hereunder the entitlement to which arose prior to the termination of its activities hereunder. Upon the termination of Residential Funding as Master Servicer hereunder the Company shall deliver to the Trustee a copy of the Program Guide. Section 7.02 Trustee or Company to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee or, upon notice to the Company and with the Company's consent (which shall not be unreasonably withheld) a designee (which meets the standards set forth below) of the Trustee, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer (except for the responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or Sellers as set forth in such Sections, and its obligations to deposit amounts in respect of losses incurred prior to such notice or termination on the investment of funds in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided, however, that any failure to perform such duties or responsibilities caused by the preceding Master Servicer's failure to provide information required by Section 4.04 shall not be considered a default by the Trustee hereunder. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to charge to the Custodial Account or the Certificate Account if the Master Servicer had continued to act hereunder and, in addition, shall be entitled to the income from any Permitted Investments made with amounts attributable to the Mortgage Loans held in the Custodial Account or the Certificate Account. If the Trustee has become the successor to the Master Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, which is also a Fannie Mae- or Freddie Mac-approved mortgage servicing institution, having a net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall become successor to the Master Servicer and shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the initial Master Servicer hereunder. The Company, the Trustee, the Custodian and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicing Fee for any successor Master Servicer appointed pursuant to this Section 7.02 will be lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less than 0.20% per annum in the event that the 81 successor Master Servicer is not servicing such Mortgage Loans directly and it is necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer with respect to such Mortgage Loans. (b) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (b). The successor Master Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. Section 7.03 Notification to Certificateholders. (a) Upon any such termination or appointment of a successor to the Master Servicer, the Trustee shall give prompt written notice thereof to the Certificateholders at their respective addresses appearing in the Certificate Register. (b) Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all Holders of Certificates notice of each such Event of Default hereunder known to the Trustee, unless such Event of Default shall have been cured or waived. Section 7.04 Waiver of Events of Default. The Holders representing at least 66% of the Voting Rights affected by a default or Event of Default hereunder may waive such default or Event of Default; provided, however, that (a) a default or Event of Default under clause (i) of Section 7.01 may be waived only by all of the Holders of Certificates affected by such default or Event of Default and (b) no waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in the manner set forth in Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of Default by the Holders representing the requisite percentage of Voting Rights affected by such default or Event of Default, such default or Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon except to the extent expressly so waived. 82 ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01 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 (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall notify the Certificateholders of any such documents which do not materially conform to the requirements of this Agreement in the event that the Trustee, after so requesting, does not receive satisfactorily corrected documents. The Trustee shall forward or cause to be forwarded in a timely fashion the notices, reports and statements required to be forwarded by the Trustee pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a timely fashion to the Master Servicer such information as the Master Servicer may reasonably request from time to time for the Master Servicer to fulfill its duties as set forth in this Agreement. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any portion of any REMIC formed under the Series Supplement as a REMIC under the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Fund to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Trustee and are reasonably within the scope of its duties under this Agreement. (c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (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 Company or the 83 Master Servicer and which on their face, do not contradict the requirements of this Agreement; (ii) The Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Certificateholders of any Class holding Certificates which evidence, as to such Class, Percentage Interests aggregating not less than 25% as to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; (iv) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Trustee receives written notice of such failure or event at its Corporate Trust Office from the Master Servicer, the Company or any Certificateholder; and (v) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee hereunder, or in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) The Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed on the Trust Fund or its assets or transactions including, without limitation, (A) "prohibited transaction" penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, but only if such taxes arise out of a breach by the Trustee of its obligations hereunder, which breach constitutes negligence or willful misconduct of the Trustee. Section 8.02 Certain Matters Affecting the Trustee. (a) Except as otherwise provided in Section 8.01: 84 (i) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (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 waiver 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 of Certificates of any Class evidencing, as to such Class, Percentage Interests, aggregating not less than 50%; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Master Servicer, if an Event of Default shall have occurred and is continuing, and otherwise by the Certificateholder requesting the investigation; (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; and 85 (vii) To the extent authorized under the Code and the regulations promulgated thereunder, each Holder of a Class R Certificate hereby irrevocably appoints and authorizes the Trustee to be its attorney-in-fact for purposes of signing any Tax Returns required to be filed on behalf of the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and deliver to the Master Servicer in a timely manner any Tax Returns prepared by or on behalf of the Master Servicer that the Trustee is required to sign as determined by the Master Servicer pursuant to applicable federal, state or local tax laws, provided that the Master Servicer shall indemnify the Trustee for signing any such Tax Returns that contain errors or omissions. (b) Following the issuance of the Certificates, the Trustee shall not accept any contribution of assets to the Trust Fund unless (subject to Section 10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to the effect that such contribution will not (i) cause any portion of any REMIC formed under the Series Supplement to fail to qualify as a REMIC at any time that any Certificates are outstanding or (ii) cause the Trust Fund to be subject to any federal tax as a result of such contribution (including the imposition of any federal tax on "prohibited transactions" imposed under Section 860F(a) of the Code). Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans. The recitals contained herein and in the Certificates (other than the execution of the Certificates and relating to the acceptance and receipt of the Mortgage Loans) shall be taken as the statements of the Company or the Master Servicer as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (except that the Certificates shall be duly and validly executed and authenticated by it as Certificate Registrar) or of any Mortgage Loan or related document, or of MERS or the MERS(R) System. Except as otherwise provided herein, the Trustee shall not be accountable for the use or application by the Company or the Master Servicer of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Company or the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Custodial Account or the Certificate Account by the Company or the Master Servicer. Section 8.04 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. Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification. (a) The Master Servicer covenants and agrees to pay to the Trustee and any co-trustee from time to time, and the Trustee and any co-trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by each of them in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee and 86 any co-trustee, and the Master Servicer will pay or reimburse the Trustee and any co-trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or any co-trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ, and the expenses incurred by the Trustee or any co-trustee in connection with the appointment of an office or agency pursuant to Section 8.12) except any such expense, disbursement or advance as may arise from its negligence or bad faith. (b) The Master Servicer agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense incurred without negligence or willful misconduct on the Trustee's part, arising out of, or in connection with, the acceptance and administration of the Trust Fund, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against any claim in connection with the exercise or performance of any of its powers or duties under this Agreement and the Custodial Agreement, provided that: (i) with respect to any such claim, the Trustee shall have given the Master Servicer written notice thereof promptly after the Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be liable for settlement of any claim by the Trustee entered into without the prior consent of the Master Servicer which consent shall not be unreasonably withheld. No termination of this Agreement shall affect the obligations created by this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided by the Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability or expense of the Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with any actions taken by the Trustee at the direction of the Certificateholders pursuant to the terms of this Agreement. Section 8.06 Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or a national banking association having its principal office in a state and city acceptable to the Company and organized and doing business under the laws of such state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined 87 capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. Section 8.07 Resignation and Removal of the Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Company, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Company may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. In addition, in the event that the Company determines that the Trustee has failed (i) to distribute or cause to be distributed to the Certificateholders any amount required to be distributed hereunder, if such amount is held by the Trustee or its Paying Agent (other than the Master Servicer or the Company) for distribution or (ii) to otherwise observe or perform in any material respect any of its covenants, agreements or obligations hereunder, and such failure shall continue unremedied for a period of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii) above) after the date on which written notice of such failure, requiring that the same be remedied, shall have been given to the Trustee by the Company, then the Company may remove the Trustee and appoint a successor trustee by written instrument delivered as provided in the preceding sentence. In connection with the appointment of a successor trustee pursuant to the preceding sentence, the Company shall, on or before the date on which any such appointment becomes effective, obtain from each Rating Agency written confirmation that the appointment of any such successor trustee will not result in the reduction of the ratings on any class of the Certificates below the lesser of the then current or original ratings on such Certificates. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Company, one complete set to the Trustee so removed and one complete set to the successor so appointed. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.08. 88 Section 8.08 Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company. Section 8.09 Merger or Consolidation of Trustee. Any corporation or national banking association into which the Trustee may be merged or converted or with which it may be consolidated or any corporation or national banking association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or national banking association succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation or national banking association shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Trustee shall mail notice of any such merger or consolidation to the Certificateholders at their address as shown in the Certificate Register. Section 8.10 Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 89 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. (b) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10 all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee, and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee. (d) Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Section 8.11 Appointment of Custodians. The Trustee may, with the consent of the Master Servicer and the Company, appoint one or more Custodians who are not Affiliates of the Company, the Master Servicer or any Seller to hold all or a portion of the Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders. Each Custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 11.01. The Trustee shall notify the 90 Certificateholders of the appointment of any Custodian (other than the Custodian appointed as of the Closing Date) pursuant to this Section 8.11. Section 8.12 Appointment of Office or Agency. The Trustee will maintain an office or agency in the City of New York at the address designated in Section 11.05 of the Series Supplement where Certificates may be surrendered for registration of transfer or exchange. The Trustee will maintain an office at the address stated in Section 11.05 of the Series Supplement where notices and demands to or upon the Trustee in respect of this Agreement may be served. ARTICLE IX TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the Company to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) the purchase by the Master Servicer of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to 100% of the unpaid principal balance of each Mortgage Loan or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance (net of any unreimbursed Advances attributable to principal) on the day of repurchase plus accrued interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan) to, but not including, the first day of the month in which such repurchase price is distributed, provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof and provided further that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any portion of any REMIC formed under the Series Supplement as a REMIC. 91 The right of the Master Servicer to purchase all the assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool Stated Principal Balance as of the Final Distribution Date, prior to giving effect to distributions to be made on such Distribution Date, being less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such right is exercised by the Master Servicer, the Master Servicer shall be deemed to have been reimbursed for the full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans. In addition, the Master Servicer shall provide to the Trustee the certification required by Section 3.15 and the Trustee and any Custodian shall, promptly following payment of the purchase price, release to the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased. In addition to the foregoing, on any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, Master Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. If the Master Servicer exercises this right to purchase the outstanding Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of the Certificates pursuant to this Article IX. (b) The Master Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer anticipates that the final distribution will be made to Certificateholders (whether as a result of the exercise by the Master Servicer of its right to purchase the assets of the Trust Fund or otherwise) or on which the Master Servicer anticipates that the Certificates will be purchased (as a result of the exercise by the Master Servicer to purchase the outstanding Certificates). Notice of any termination, specifying the anticipated Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation or notice of any purchase of the outstanding Certificates, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment, shall be given promptly by the Master Servicer (if it is exercising its right to purchase the assets of the Trust Fund or to purchase the outstanding Certificates), or by the Trustee (in any other case) by letter to the 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: (i) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated or, in the case of the purchase by the Master Servicer of the outstanding Certificates, the Distribution Date on which such purchase is to be made, (ii) the amount of any such final payment, or in the case of the purchase of the outstanding Certificates, the purchase price, in either case, if known, and 92 (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, and in the case of the Senior Certificates and Class M Certificates, that payment will be made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders and, if the Master Servicer is exercising its rights to purchase the outstanding Certificates, it shall give such notice to each Rating Agency at the time such notice is given to Certificateholders. As a result of the exercise by the Master Servicer of its right to purchase the assets of the Trust Fund, the Master Servicer shall deposit in the Certificate Account before the Final Distribution Date in immediately available funds an amount equal to the purchase price for the assets of the Trust Fund, computed as provided above. As a result of the exercise by the Master Servicer of its right to purchase the outstanding Certificates, the Master Servicer shall deposit in an Eligible Account, established by the Master Servicer on behalf of the Trustee and separate from the Certificate Account in the name of the Trustee in trust for the registered holders of the Certificates, before the Distribution Date on which such purchase is to occur in immediately available funds an amount equal to the purchase price for the Certificates, computed as above provided, and provide notice of such deposit to the Trustee. The Trustee will withdraw from such account the amount specified in subsection (c) below. (c) In the case of the Senior, Class M or Class B Certificates, upon presentation and surrender of the Certificates by the Certificateholders thereof, the Trustee shall distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase the assets of the Trust Fund or the outstanding Certificates, or (ii) if the Master Servicer elected to so repurchase the assets of the Trust Fund or the outstanding Certificates, an amount determined as follows: (A) with respect to each Certificate the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest for the related Interest Accrual Period thereon and any previously unpaid Accrued Certificate Interest, subject to the priority set forth in Section 4.02(a), and (B) with respect to the Class R Certificates, any excess of the amounts available for distribution (including the repurchase price specified in clause (ii) of subsection (a) of this Section) over the total amount distributed under the immediately preceding clause (A). (d) If any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date (if so required by the terms hereof), the Trustee shall on such date cause all funds in the Certificate Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by depositing such funds in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if it exercised its right to purchase the assets of the Trust Fund), or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have 93 been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. (e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase of the outstanding Certificates is to be made, the Trustee shall on such date cause all funds in the Certificate Account deposited therein by the Master Servicer pursuant to Section 9.01(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 9.01, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such date. Section 9.02 Additional Termination Requirements. (a) Each REMIC that comprises the Trust Fund shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of each such REMIC to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each such REMIC and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for a REMIC under Section 860F of the Code and regulations thereunder; 94 (ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer or the Company is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation for each REMIC at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement. Section 9.03 Termination of Multiple REMICs. If the REMIC Administrator makes two or more separate REMIC elections, the applicable REMIC shall be terminated on the earlier of the Final Distribution Date and the date on which it is deemed to receive the last deemed distributions on the related Uncertificated REMIC Regular Interests and the last distribution due on the Certificates is made. ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration. (a) The REMIC Administrator shall make an election to treat the Trust Fund as one or more REMICs under the Code and, if necessary, under applicable state law. The assets of each such REMIC will be set forth in the Series Supplement. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of each REMIC election in respect of the Trust Fund, Certificates and interests to be designated as the "regular interests" and the sole class of "residual interests" in the REMIC will be set forth in Section 10.03 of the Series Supplement. The REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC elected in respect of the Trust Fund other than the "regular interests" and "residual interests" so designated. (b) The Closing Date is hereby designated as the "startup day" of the Trust Fund within the meaning of Section 860G(a)(9) of the Code. (c) The REMIC Administrator shall hold a Class R Certificate representing a 0.01% Percentage Interest each Class of the Class R Certificates and shall be designated as "the tax matters person" with respect to each REMIC in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax 95 matters person, shall (i) act on behalf of each REMIC in relation to any tax matter or controversy involving the Trust Fund and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund and the REMIC Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 unless such legal expenses and costs are incurred by reason of the REMIC Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC Administrator is no longer the Master Servicer hereunder, at its option the REMIC Administrator may continue its duties as REMIC Administrator and shall be paid reasonable compensation not to exceed $3,000 per year by any successor Master Servicer hereunder for so acting as the REMIC Administrator. (d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to each REMIC created hereunder and deliver such Tax Returns in a timely manner to the Trustee and the Trustee shall sign and file such Tax Returns in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Trustee with respect to any tax or liability arising from the Trustee's signing of Tax Returns that contain errors or omissions. The Trustee and Master Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns. (e) The REMIC Administrator shall provide (i) to any Transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a Permitted Transferee, (ii) to the Trustee, and the Trustee shall forward to the Certificateholders, such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC. (f) The Master Servicer and the REMIC Administrator shall take such actions and shall cause each REMIC created hereunder to take such actions as are reasonably within the Master Servicer's or the REMIC Administrator's control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to maintain the status of each REMIC as a REMIC under the REMIC Provisions (and the Trustee shall assist the Master Servicer and the REMIC Administrator, to the extent reasonably requested by the Master Servicer and the REMIC Administrator to do so). The Master Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any portion of any REMIC formed under the Series Supplement as a REMIC or (ii) result in the imposition of a tax upon any such REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) 96 of the Code) (either such event, in the absence of an Opinion of Counsel or the indemnification referred to in this sentence, an "Adverse REMIC Event") unless the Master Servicer or the REMIC Administrator, as applicable, has received an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Master Servicer or the REMIC Administrator, as applicable, determines that taking such action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Master Servicer, the REMIC Administrator or the Trustee) to the effect that the contemplated action will not, with respect to each REMIC created hereunder, endanger such status or, unless the Master Servicer, the REMIC Administrator or both, as applicable, determine in its or their sole discretion to indemnify the Trust Fund against the imposition of such a tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken because the timing of such action might result in the imposition of a tax on the Trust Fund, or may only be taken pursuant to an Opinion of Counsel that such action would not impose a tax on the Trust Fund, such action may nonetheless be taken provided that the indemnity given in the preceding sentence with respect to any taxes that might be imposed on the Trust Fund has been given and that all other preconditions to the taking of such action have been satisfied. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer or the REMIC Administrator, as applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to any REMIC created hereunder or any related assets thereof, or causing any such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Trustee will consult with the Master Servicer or the REMIC Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and the Trustee shall not take any such action or cause any such REMIC to take any such action as to which the Master Servicer or the REMIC Administrator, as applicable, has advised it in writing that an Adverse REMIC Event could occur. The Master Servicer or the REMIC Administrator, as applicable, may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of the Master Servicer or the REMIC Administrator. At all times as may be required by the Code, the Master Servicer will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each REMIC created hereunder as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on "net income from foreclosure property" of any such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement or the Master Servicer has in its sole discretion determined to indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article X, or (iii) otherwise against amounts on deposit in the Custodial Account as provided by Section 3.10 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be 97 allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) The Trustee and the Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Master Servicer nor the Trustee shall accept any contributions of assets to any REMIC created hereunder unless (subject to Section 10.01(f)) the Master Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in such REMIC will not cause the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject the REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (j) Neither the Master Servicer nor the Trustee shall (subject to Section 10.01(f)) enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services nor permit any such REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" by which the Certificate Principal Balance of each Class of Certificates (other than the Interest Only Certificates) representing a regular interest in the applicable REMIC and the Uncertificated Principal Balance of each Uncertificated REMIC Regular Interest (other than each Uncertificated REMIC Regular Interest represented by a Class A-V Certificate, if any) and the rights to the Interest Only Certificates and Uncertificated REMIC Regular Interest represented by any Class A-V Certificate would be reduced to zero is the Maturity Date for each such Certificate and Interest. (l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for each REMIC created hereunder. (m) Neither the Trustee nor the Master Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of any REMIC created hereunder, (iii) the termination of any such REMIC pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for any such REMIC, nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain nor accept any contributions to any such REMIC after the Closing Date unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of such REMIC as a REMIC or (b) unless the Master Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax, cause such REMIC 98 to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions. Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification. (a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC Administrator and the Master Servicer for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Company or the Master Servicer, as a result of a breach of the Trustee's covenants set forth in Article VIII or this Article X. (b) The REMIC Administrator agrees to indemnify the Trust Fund, the Company, the Master Servicer and the Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of a breach of the REMIC Administrator's covenants set forth in this Article X with respect to compliance with the REMIC Provisions, including without limitation, any penalties arising from the Trustee's execution of Tax Returns prepared by the REMIC Administrator that contain errors or omissions; provided, however, that such liability will not be imposed to the extent such breach is a result of an error or omission in information provided to the REMIC Administrator by the Master Servicer in which case Section 10.02(c) will apply. (c) The Master Servicer agrees to indemnify the Trust Fund, the Company, the REMIC Administrator and the Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust Fund, the Company, the REMIC Administrator or the Trustee, as a result of a breach of the Master Servicer's covenants set forth in this Article X or in Article III with respect to compliance with the REMIC Provisions, including without limitation, any penalties arising from the Trustee's execution of Tax Returns prepared by the Master Servicer that contain errors or omissions. Section 10.03 Designation of REMIC(s). As provided in Section 10.03 of the Series Supplement. ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment. (a) This Agreement or any Custodial Agreement may be amended from time to time by the Company, the Master Servicer and the Trustee, without the consent of any of the Certificateholders: (i) to cure any ambiguity, 99 (ii) to correct or supplement any provisions herein or therein, which may be inconsistent with any other provisions herein or therein or to correct any error, (iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or desirable to maintain the qualification of the Trust Fund as a REMIC at all times that any Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust Fund pursuant to the Code that would be a claim against the Trust Fund, provided that the Trustee has received an Opinion of Counsel to the effect that (A) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (B) such action will not adversely affect in any material respect the interests of any Certificateholder, (iv) to change the timing and/or nature of deposits into the Custodial Account or the Certificate Account or to change the name in which the Custodial Account is maintained, provided that (A) the Certificate Account Deposit Date shall in no event be later than the related Distribution Date, (B) such change shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder and (C) such change shall not result in a reduction of the rating assigned to any Class of Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect, (v) to modify, eliminate or add to the provisions of Section 5.02(f) or any other provision hereof restricting transfer of the Class R Certificates, by virtue of their being the "residual interests" in a REMIC, provided that (A) such change shall not result in reduction of the rating assigned to any such Class of Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect, and (B) such change shall not (subject to Section 10.01(f)), as evidenced by an Opinion of Counsel (at the expense of the party seeking so to modify, eliminate or add such provisions), cause any REMIC created hereunder or any of the Certificateholders (other than the transferor) to be subject to a federal tax caused by a transfer to a Person that is not a Permitted Transferee, (vi) to make any other provisions with respect to matters or questions arising under this Agreement or such Custodial Agreement which shall not be materially inconsistent with the provisions of this Agreement, provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder, or (vii) to amend any provision herein or therein that is not material to any of the Certificateholders. (b) This Agreement or any Custodial Agreement may also be amended from time to time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates 100 evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or such Custodial Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall: (i) reduce in any manner the amount of, or delay the timing of, payments which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment, in any such case without the consent of the Holders of all Certificates of such Class then outstanding. (c) Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel (subject to Section 10.01(f) and at the expense of the party seeking such amendment) to the effect that such amendment or the exercise of any power granted to the Master Servicer, the Company or the Trustee in accordance with such amendment will not result in the imposition of a federal tax on the Trust Fund or cause any REMIC created under the Series Supplement to fail to qualify as a REMIC at any time that any Certificate is outstanding. (d) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the substance of such amendment to the Custodian and each Certificateholder. It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe. (e) The Company shall have the option, in its sole discretion, to obtain and deliver to the Trustee any corporate guaranty, payment obligation, irrevocable letter of credit, surety bond, insurance policy or similar instrument or a reserve fund, or any combination of the foregoing, for the purpose of protecting the Holders of the Class B Certificates against any or all Realized Losses or other shortfalls. Any such instrument or fund shall be held by the Trustee for the benefit of the Class B Certificateholders, but shall not be and shall not be deemed to be under any circumstances included in the Trust Fund. To the extent that any such instrument or fund constitutes a reserve fund for federal income tax purposes, (i) any reserve fund so established shall be an outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve fund shall be owned by the Company, and (iii) amounts transferred by the Trust Fund to any such reserve fund shall be treated as amounts distributed by the Trust Fund to the Company or any successor, all within the meaning of Treasury Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In connection with the provision of any such instrument or fund, this Agreement and any provision hereof may be modified, added to, deleted or otherwise amended in any manner that is related or incidental to such instrument or fund or the establishment or administration thereof, such amendment to be made by written instrument executed or consented to by the Company but without the consent of any 101 Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of the Senior Certificateholders, the Class M Certificateholders, the Master Servicer or the Trustee, as applicable; provided that the Company obtains (subject to Section 10.01(f)) an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code and (b) any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. In the event that the Company elects to provide such coverage in the form of a limited guaranty provided by General Motors Acceptance Corporation, the Company may elect that the text of such amendment to this Agreement shall be substantially in the form attached hereto as Exhibit K (in which case Residential Funding's Subordinate Certificate Loss Obligation as described in such exhibit shall be established by Residential Funding's consent to such amendment) and that the limited guaranty shall be executed in the form attached hereto as Exhibit K, with such changes as the Company shall deem to be appropriate; it being understood that the Trustee has reviewed and approved the content of such forms and that the Trustee's consent or approval to the use thereof is not required. Section 11.02 Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the Trustee (pursuant to the request of Holders of Certificates entitled to at least 25% of the Voting Rights), but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders. (b) 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. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of any of the parties hereto. (b) No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or 102 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. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates of any Class evidencing in the aggregate not less than 25% of the related Percentage Interests of such Class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, 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 of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of Certificateholders of such Class or all Classes, as the case may be. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 11.04 Governing Law. This agreement and the Certificates shall be governed by and construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 11.05 Notices. As provided in Section 11.05 of the Series Supplement. Section 11.06 Required Notices to Rating Agency and Subservicer. The Company, the Master Servicer or the Trustee, as applicable, shall notify each Rating Agency and the Subservicer at such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of, any of the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or provide a copy to each Rating Agency at such time as otherwise required to be delivered pursuant to this Agreement of any of the statements described in clauses (e) and (f) below: (a) a material change or amendment to this Agreement, (b) the occurrence of an Event of Default, 103 (c) the termination or appointment of a successor Master Servicer or Trustee or a change in the majority ownership of the Trustee, (d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions insurance policy required by Section 3.12 or the cancellation or modification of coverage under any such instrument, (e) the statement required to be delivered to the Holders of each Class of Certificates pursuant to Section 4.03, (f) the statements required to be delivered pursuant to Sections 3.18 and 3.19, (g) a change in the location of the Custodial Account or the Certificate Account, (h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting from the failure by the Master Servicer to make an Advance pursuant to Section 4.04, (i) the occurrence of the Final Distribution Date, and (j) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice of the occurrence of the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt written notice to each Rating Agency and the Subservicer of any such event known to the Master Servicer. Section 11.07 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 11.08 Supplemental Provisions for Resecuritization. This Agreement may be supplemented by means of the addition of a separate Article hereto (a "Supplemental Article") for the purpose of resecuritizing any of the Certificates issued hereunder, under the following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion of any such Class, as to which the Company or any of its Affiliates (or any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Company may deposit such Resecuritized Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Company, the Master Servicer and the Trustee; provided, that neither the Master Servicer nor the Trustee shall withhold their consent thereto if their respective interests would not be materially adversely affected 104 thereby. To the extent that the terms of the Supplemental Article do not in any way affect any provisions of this Agreement as to any of the Certificates initially issued hereunder, the adoption of the Supplemental Article shall not constitute an "amendment" of this Agreement. Each Supplemental Article shall set forth all necessary provisions relating to the holding of the Resecuritized Certificates by the Trustee, the establishment of the Restructuring Vehicle, the issuing of various classes of new certificates by the Restructuring Vehicle and the distributions to be made thereon, and any other provisions necessary for the purposes thereof. In connection with each Supplemental Article, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle will qualify as a REMIC, grantor trust, FASIT or other entity not subject to taxation for federal income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the status of the Trust Fund as a REMIC or (subject to Section 10.01(f)) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set forth in Section 860G(d) of the Code). Section 11.09 Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. 105