EX-10.1 3 s29supp.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 DECEMBER 1, 2001, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF JULY 1, 2001 Mortgage Pass-Through Certificates Series 2001-S29
TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.01 Definitions..........................................................-5- ----------- Section 1.02 Use of Words and Phrases............................................-22- ------------------------ 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) ----------------------------------------------------------------------- ...................................................................-23- Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms) ---------------------------------------------------------------- ...................................................................-23- Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the ------------------------------------------------------------------------ Company.............................................................-23- ------- Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the Standard ---------------------------------------------------------------------------- Terms) ------ ...................................................................-25- Section 2.05 Execution and Authentication of Certificates........................-25- -------------------------------------------- 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) -------------------------------------------------------------- ...................................................................-28- Section 4.02 Distributions.......................................................-28- ------------- Section 4.03 Statements to Certificateholders. (See Section 4.03(a) through (d) of the -------------------------------------------------------------------------- Standard Terms and Exhibit Three attached hereto)...................-39- ------------------------------------------------- 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) --------------------------------------------------------- ...................................................................-39- Section 4.05 Allocation of Realized Losses.......................................-39- ----------------------------- Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See -------------------------------------------------------------------- Section 4.06 of the Standard Terms) ----------------------------------- ...................................................................-41- Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the ------------------------------------------------------------------------ Standard Terms) ...................................................................-41- Section 4.08 [Reserved] ---------- ...................................................................-41- Section 4.09 Distributions on the Uncertificated REMIC I Regular Interests.......-41- -------------------------------------------------------------- Section 4.10 Distributions on the Uncertificated Class A-V REMIC Regular Interests --------------------------------------------------------------------- ...................................................................-42- ARTICLE V THE CERTIFICATES Section 5.01. The Certificates. (See Section 5.01 of the Standard Terms).........-43- ----------------------------------------------------------- Section 5.02. Registration of Transfer and Exchange of Certificates...............-43- ------------------------------------------------------ Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. (See Section 5.03 of the ---------------------------------------------------------------------------- Standard Terms).....................................................-43- --------------- Section 5.04. Persons Deemed Owners. (See Section 5.04 of the Standard Terms) ---------------------------------------------------------------- ...................................................................-43- Section 5.05. Appointment of Paying Agent. (See Section 5.05 of the Standard Terms) ---------------------------------------------------------------------- ...................................................................-43- 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) ---------------------------------------------------------------- ...................................................................-48- Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See ----------------------------------------------------------------------- Section 10.02 of the Standard Terms)...............................-48- ------------------------------------- Section 10.03 Designation of REMIC(s).............................................-48- ------------------------ Section 10.04 [Reserved]..........................................................-48- ----------- Section 10.05 Compliance with Withholding Requirements............................-48- ----------------------------------------- ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment. (See Section 11.01 of the Standard Terms) ----------------------------------------------------- ...................................................................-49- Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard ---------------------------------------------------------------------------- Terms) ------ ...................................................................-49- Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the ---------------------------------------------------------------------- Standard Terms) ...................................................................-49- Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms) ---------------------------------------------------------- ...................................................................-49- Section 11.05 Notices.............................................................-49- ------- Section 11.06 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of ------------------------------------------------------------------------ the Standard Terms) ...................................................................-50- Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms) --------------------------------------------------------------------- ...................................................................-50- Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the ------------------------------------------------------------------------ Standard Terms) ...................................................................-50- Section 11.09 Allocation of Voting Rights.........................................-50- --------------------------- 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 Exhibit Five: Aggregate Planned Principal Balances and Aggregate Targeted Principal Balances
This is a Series Supplement, dated as of December 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 REMIC I (as defined herein), and subject to this Agreement (including the Mortgage Loans but excluding the Reserve Fund and the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes and such segregated pool of assets will be designated as the "REMIC I." The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein). A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests will be designated as "REMIC II," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. 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. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. -1-
UNCERTIFICATED INITIAL UNCERTIFICATED LATEST -REMIC-I-PASS---------PRINCIPAL-BALANCE------POSSIBLE-MATURITY(1) DESIGNATION THROUGH RATE REMIC I Regular Interest 6.50% $ 161,393,431.00 December 26, 2031 N REMIC I Regular Interest 7.038% $ 45,754,000.00 December 26, 2031 O REMIC I Regular Interest 10.286% $ 8,000,000.00 December 26, 2031 P REMIC I Regular Interest 6.50% $ 181,082,000.00 December 26, 2031 Q REMIC I Regular Interest 6.50% $ 1,522,000.00 December 26, 2031 S REMIC I Regular Interest 6.50% $ 20,000,000.00 December 26, 2031 T REMIC I Regular Interest 6.50% $ 1,627,000.00 December 26, 2031 V REMIC I Regular Interest 6.00% $ 50,000,000.00 December 26, 2031 W REMIC I Regular Interest 7.960% $ 27,606,000.00 December 26, 2031 X REMIC I Regular Interest 5.50% $ 70,159,000.00 December 26, 2031 Y REMIC I Regular Interest 0.00% $ 4,074,588.35 December 26, 2031 Z REMIC I Variable (2) N/A(3) December 26, 2031 IO Regular Interests
_______________________ (1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each REMIC I Regular Interest. (2) Calculated in accordance with the definition of "Uncertificated Pass-Through Rate" herein. (3) The Uncertificated REMIC I IO Regular Interests have no Uncertificated Principal Balance. -2- 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 PASS- CERTIFICATE THROUGH PRINCIPAL MATURITY MOODY'S/ MINIMUM DESIGNATION RATE BALANCE FEATURES1 DATE S&P DENOMINATIONS2 Class A-1 5.75% $ 45,754,000.00 Senior/PAC December 26, 2031 Aaa/AAA $25,000 Class A-2 6.00% $ 8,000,000.00 Senior/PAC December 26, 2031 Aaa/AAA $25,000 Variable Class A-3 Rate $113,250,000.00 Senior/Component December 26, 2031 Aaa/AAA $25,000 Senior/TAC/Accretion Class A-4 6.00% $181,082,000.00 Directed December 26, 2031 Aaa/AAA $25,000 Senior/Accrual/ Class A-5 6.50% $ 31,006,000.00 Companion December 26, 2031 Aaa/AAA $25,000 Class A-6 6.50% $ 0.00 Senior/Interest Only December 26, 2031 Aaa/AAA $25,000 Class A-7 5.75% $ 1,522,000.00 Senior/PAC December 26, 2031 Aaa/AAA $25,000 Class A-8 5.75% $ 20,000,000.00 Senior/PAC December 26, 2031 Aaa/AAA $25,000 Class A-9 5.75% $ 1,627,000.00 Senior/PAC December 26, 2031 Aaa/AAA $25,000 Class A-10 6.00% $50,000,000 .00 Senior/PAC December 26, 2031 Aaa/AAA $25,000 Class A-11 5.64% $27,606,000 .00 Senior/PAC December 26, 2031 Aaa/AAA $25,000 Class A-12 5.50% $70,159,000 .00 Senior/PAC December 26, 2031 Aaa/AAA $25,000 Senior/Principal Class A-P 0.00% $ 4,074,588.35 Only December 26, 2031 Aaa/AAA $25,000 Variable Senior/Interest Class A-V Rate $ 0.00 Only/Variable Strip December 26, 2031 Aaa/AAA 20% Class R-I 6.50% $ 100.00 Senior/Residual December 26, 2031 Aaa/AAA 20% Class R-II 6.50% $ 100.00 Senior/Residual December 26, 2031 Aaa/AAA 20% Class M-1 6.50% $ 9,140,100.00 Mezzanine December 26, 2031 NA/AA $25,000 Class M-2 6.50% $ 2,856,100.00 Mezzanine December 26, 2031 NA/A $250,000 Class M-3 6.50% $ 2,284,900.00 Mezzanine December 26, 2031 NA/BBB $250,000 Class B-1 6.50% $ 1,142,400.00 Subordinate December 26, 2031 NA/BB $250,000 Class B-2 6.50% $ 571,300.00 Subordinate December 26, 2031 NA/B $250,000 Class B-3 6.50% $ 1,142,531.21 Subordinate December 26, 2031 NA $250,000
The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of $571,218,119.56. The Class A-3 Certificates are comprised of three components, each having the following designations, Pass-Through Rates, initial principal or notional amounts and features:
INITIAL COMPONENT PASS-THROUGH RATE DESIGNATIONS PRINCIPAL BALANCE Class A-3-1 Component $ 25,332,000.00 6.50% Senior/PAC/Fixed Rate Senior/TAC/Accrual/ Accretion Directed/Fixed Class A-3-2 Component $ 87,918,000.00 6.50% Rate Senior/Interest Class A-3-3 Component $ N/A1 6.50% Only/Fixed Rate
The components of the Class A-3 Certificates are not separately transferable. 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, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12 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. 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%. 1 The initial notional amount of the Class A-3-3 Component is $35,925,692.00. This component does not have a component principal balance. -3- 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 Directed Certificates: Any one of the Class A-3 Certificates, to the extent of the Class A-3-2 Component or Class A-4 Certificates. Accretion Termination Date: The Class A-3-2 Accretion Termination Date or Class A-5 Accretion Termination Date. Accrual Certificates: The Class A-3 Certificates, to the extent of the Class A-3-2 Component, or Class A-5 Certificates. Accrued Certificate Interest: With respect to each Distribution Date, (a) in the case of each Class of Certificates (other than the Interest Only Certificates and Principal Only Certificates), interest accrued during the related Interest Accrual Period on the Certificate Principal Balance of the Certificates of that Class immediately prior to such Distribution Date at the related Pass-Through Rate and (b) as to the Interest Only Certificates, interest accrued during the related Interest Accrual Period at the related Pass-Through Rate on the 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 (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 (including Excess Special Hazard 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 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 -4- (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 Relief Act, as amended, or similar legislation or regulations as in effect from time to time, with all such reductions allocated among all of the Certificates in proportion to their respective amounts of Accrued Certificate Interest payable 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. Aggregate Planned Principal Balance: With respect to the PAC Certificates and each Distribution Date, the amount set forth for such Classes on such Distribution Date on Exhibit Five hereto. Aggregate Targeted Principal Balance: With respect to each of the Class A-3-2 Component and Class A-4 Certificates and each Distribution Date, the amount set forth for such Class and such component on such Distribution Date on Exhibit Five hereto. 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) $129,584 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 -5- 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 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 (without giving effect to the Certificate Policy in the case of the Insured 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 (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-S29 " and which must be an Eligible Account. 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 (or, in the case of the Class A-3 Certificates, the aggregate amount of the Class A-3-1 Component and Class A-3-2 Component), plus (ii) in the case of each Accrual Certificate, an amount equal to the aggregate Accrued Certificate Interest added to the Certificate Principal Balance or amount 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, in the case of the Class A-3 Certificates, the Class A-3-1 Component or Class A-3-2 Component (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 -6- 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. Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, 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 A-3-2 Accretion Termination Date: The earlier to occur of (i) the Distribution Date on which the Certificate Principal Balance of the Class A-4 Certificates has been reduced to zero and (ii) the Credit Support Depletion Date. Class A-5 Accretion Termination Date: The earlier to occur of (i) the Distribution Date on which the aggregate of the Certificate Principal Balance of the Class A-4 Certificates and amount of the Class A-3-2 Component has been reduced to zero and (ii) the Credit Support Depletion Date. Class A-3-2 Accrual Distribution Amount: With respect to each Distribution Date prior to the Accretion Termination Date, an amount equal to the aggregate amount of Accrued Certificate Interest on the Class A-3-2 Component, for such date, to the extent added to the amount thereof pursuant to Section 4.02(f); provided that, with respect to each Distribution Date on or after the Class A-3-2 Accretion Termination Date, the Accrued Certificate Interest on the Class A-3-2 Component for such date remaining after reduction of the Certificate Principal Balance of the Class A-4 Certificates to zero will be payable to the Class A-3 Certificateholders, to the extent of the Class A- 3-2 Component, pursuant to Section 4.02(a)(i) hereof on the Class A-3-2 Accretion Termination Date; and provided further, that if the Class A-3-2 Accretion Termination Date is the Credit Support Depletion Date, the entire amount of Accrued Certificate Interest on the Class A-3-2 Component for that date will be payable as interest to the Class A-3 Certificateholders, to the extent of the Class A-3-2 Component, pursuant to Section 4.02(a)(i) hereof. Class A-5 Accrual Distribution Amount: With respect to each Distribution Date prior to the Class A-5 Accretion Termination Date, an amount equal to the aggregate amount of Accrued Certificate Interest on the Class A-5 Certificates, for such date, to the extent added to the amount thereof pursuant to Section 4.02(g); provided that, with respect to each Distribution Date on or after the Class A-5 Accretion Termination Date, the Accrued Certificate Interest on the Class A-5 Certificates for such date remaining after reduction of the aggregate of the Certificate Principal Balance of the Class A-4 Certificates and amount of the Class A-3-2 Component to zero will be payable to the Class A-5 Certificateholders pursuant to Section 4.02(a)(i) hereof on the Class A-5 Accretion Termination Date; and provided further, that if the Class A-5 Accretion Termination Date is the Credit Support Depletion Date, the entire amount of Accrued Certificate Interest on the Class A-5 Certificates for that date will be payable as interest to the Class A-5 Certificateholders pursuant to Section 4.02(a)(i) hereof. Class R Certificate: Any one of the Class R-I Certificates or Class R-II 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 each REMIC for purposes of the REMIC Provisions. -7- Closing Date: December 28, 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-S29. Corresponding Certificated Interests: With respect to Uncertificated REMIC I Regular Interest N, the Class A-5, Class R-II, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 Certificates and the Class A-3-1 and Class A-3-2 Components; with respect to Uncertificated REMIC I Regular Interest O, the Class A-1 Certificates; with respect to Uncertificated REMIC I Regular Interest P, the Class A-2 Certificates; with respect to Uncertificated REMIC I Regular Interest Q, the Class A-4 Certificates; with respect to Uncertificated REMIC I Regular Interest S, the Class A-7 Certificates; with respect to Uncertificated REMIC I Regular Interest T, the Class A-8 Certificates; with respect to Uncertificated REMIC I Regular Interest V, the Class A-9 Certificates; with respect to Uncertificated REMIC I Regular Interest W, the Class A-10 Certificates; with respect to Uncertificated REMIC I Regular Interest X, the Class A-11 Certificates; with respect to Uncertificated REMIC I Regular Interest Y, the Class A-12 Certificates; with respect to Uncertificated REMIC I Regular Interest Z, the Class A-P Certificates; and with respect to the Uncertificated REMIC I IO Regular Interests, the Class A-V Certificates. Cut-off Date: December 1, 2001. Determination Date: With respect to any Distribution Date, the second Business Day prior to each Distribution Date. Discount Net Mortgage Rate: 6.50% 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) and (iv) the aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and Class B-2 Certificates. Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount equal to:(X) prior to the first anniversary of the Cut-off Date an amount equal to 3.00% of the aggregate principal balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate amounts allocated through subordination with respect to Fraud Losses up to that date of determination, (Y) from the first to the second anniversary of the Cut-off Date, an amount equal to 2.00% of the aggregate principal balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate amounts allocated through subordination with respect to Fraud Losses up to that date of -8- determination and (Z) from the second to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the aggregate amounts allocated through subordination with respect to Fraud Losses since the most recent anniversary of the Cut-off Date up to that date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero and Fraud Losses shall not be allocated through subordination. 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 (without giving effect to the Certificate Policy in the case of the Insured 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 (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: $80,903, representing scheduled principal amortization and interest at the Net Mortgage Rate during the Due Period ending in December 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". The Initial Monthly Payment Fund will not be part of any REMIC. Initial Notional Amount: With respect to the Class A-6 Certificates, approximately $4,861,755.00. With respect to the Class A-3-3 Component, approximately $35,925,692. For federal income tax purposes, however, (i) with respect to the Class A-6 Certificates, approximately $81,360,000.00 and (ii) with respect to the Class A-3-3 Component, approximately $285, 591,000.00. 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: Class M-1: 1.60% Class B-1: 0.20% Class M-2: 0.50% Class B-2: 0.10% Class M-3: 0.40% Class B-3: 0.20% Interest Accrual Period: With respect to any Certificates and any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. -9- Interest Only Certificates: Any one of Class A-3 Certificates, to the extent of the Class A-3-3 Component, Class A-6 Certificates or Class A-V Certificates. The Interest Only Certificates will have no Certificate Principal Balance. Maturity Date: With respect to each Class of Certificates, December 26, 2031, 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. Notional Amount: As of any date of determination, with respect to the Class A-6 Certificates, an amount equal to the sum of (a) 2.0691759628% multiplied by the Certificate Principal Balance of the Class A-1 Certificates, (b) 41.3942308750% multiplied by the Certificate Principal Balance of the Class A-2 Certificates and (c) 2.1860687894% multiplied by the Certificate Principal Balance of the Class A-11 Certificates, in each case immediately prior to that date. As of the Closing Date, the Notional Amount of the Class A-6 Certificates is equal to approximately $4,861,755.00. For federal income tax purposes, however, the Notional Amount of the Class A-6 Certificates will be the sum of (i) the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest O, (ii) the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest P and (iii) the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest X, and when such Notional Amounts are multiplied by Pass-Through Rates of (i) 0.134%, (ii) 2.691% and (iii) 0.142%, respectively, the sum of the resulting Accrued Certificate Interest will be the economic equivalent of the Accrued Certificate Interest resulting under the definition thereof. As of any date of determination, the Notional Amount of the Class A-3-3 Component is equal to the sum of (a) 17.7459894217% multiplied by the Certificate Principal Balance of the Class A-1 Certificates, (b) 24.5432692500% multiplied by the Certificate Principal Balance of the Class A-2 Certificates, (c) -10- 7.6923076949% multiplied by the Certificate Principal Balance of the Class A-4 Certificates, (d) 11.5384612352% multiplied by the Certificate Principal Balance of the Class A-7 Certificates, (e) 11.5384615500% multiplied by the Certificate Principal Balance of the Class A-8 Certificates, (f) 11.5384615857% multiplied by the Certificate Principal Balance of the Class A-9 Certificates and (g) 33.4793439470% multiplied by the Certificate Principal Balance of the Class A-11 Certificates, in each case immediately prior to that date. As of the Closing Date, the Notional Amount of the Class A-3-3 Component is approximately $35,925,692. For federal income tax purposes, however, the Notional Amount of the Class A-3-3 Component will be the sum of (i) the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest O, (ii) the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest P, (iii) the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest Q,(iv) the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest S, (v) the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest T, (vi) the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest V and (vii) the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest X, and when such Notional Amounts are multiplied by Pass-Through Rates of (i) 1.153%, (ii) 1.595% , (iii) 0.500%, (iv) 0.750%, (v) 0.750%, (vi) 0.750% and (vii) 2.176%, respectively, the sum of the resulting Accrued Certificate Interest will be the economic equivalent of the Accrued Certificate Interest resulting under the definition thereof. 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). PAC Component: The Class A-3-1 Component. Pass-Through Rate: With respect to the Class A Certificates (other than the Class A-3, Class A-V Certificates 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. For federal income tax purposes, however, the Pass-Through Rate of the Class A-6 Certificates shall be expressed as the sum of (i) the product of (A) 0.134% per annum and (B) a Notional Amount equal to the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest O, (ii) the product of 2.691% per annum and (B) a Notional Amount equal to the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest P and (iii) the product of 0.142% per annum and (B) a Notional Amount equal to the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest X, the resulting Accrued Certificate Interest will be the economic equivalent of the Accrued Certificate Interest resulting under the definition thereof. In addition, for federal income tax purposes, the Pass-Through Rate of the Class A-3-3 Component shall be expressed as the sum of (i) the product of (A) 1.153% per annum and (B) a Notional Amount equal to the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest O, (ii) the product of 1.595% per annum and (B) a Notional Amount equal to the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest P, (iii) the product of 0.500% per annum and (B) a Notional Amount equal to the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest Q, (iv) the product of 0.750% per annum and (B) a Notional Amount equal to the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest S, (v) the product of 0.750% per annum and (B) a Notional Amount equal to the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest T, (vi) the product of 0.750% per annum and -11- (B) a Notional Amount equal to the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest V and (vii) the product of 2.176% per annum and (B) a Notional Amount equal to the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest X, the resulting Accrued Certificate Interest will be the economic equivalent of the Accrued Certificate Interest resulting under the definition thereof. 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 0.1246% 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 300% 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 January 2007 (unless the Certificate Principal Balances of the Senior Certificates (other than the Class A-P Certificates) have been reduced to zero), 0%. (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 -12- 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, the close of business on the last Business Day of the month next preceding the month in which the related Distribution Date occurs. Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or similar legislation or regulations as in effect from time to time. Relief Act Shortfalls: Shortfalls in interest payable by a Mortgagor that is not collectable from the Mortgagor pursuant to the Relief Act. REMIC I: The segregated pool of assets related to this Series, with respect to which a REMIC election is to be made (except as provided below) pursuant to this Agreement, consisting of: (i) the Mortgage Loans and the related Mortgage Files and collateral securing such Mortgage Loans, -13- (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 the liquidation of Pledged Assets for any Pledged Asset Loan, 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 (v) all proceeds of clauses (i) through (iv) above. Notwithstanding the foregoing, the REMIC election specifically excludes the Initial Monthly Payment Fund. REMIC I Certificates: The Class R-I Certificates. REMIC II: The segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests conveyed in trust to the Trustee for the benefit of the holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A- 11, Class A-12, Class A-P, Class A-V, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and R-II Certificates pursuant to Section 2.06, with respect to which a separate REMIC election is to be made. The REMIC election with respect to REMIC II specifically excludes the Initial Monthly Payment Fund, the Rounding Account and the Reserve Fund. REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-P, Class A-V, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates. Scheduled Final Distribution Date: December 26, 2031. 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), Section 4.02(a)(ii)(X) of this Series -14- 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 $5,712,181 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 approximately 49.9% (which percentage is equal to the percentage of Mortgage Loans initially secured by Mortgaged Properties located in the State of California) and (ii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property (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 (without giving effect to the Certificate Policy in the case of the Insured 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 (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 -15- 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. Trust Fund: REMIC I, REMIC II and the Initial Monthly Payment Fund. Uncertificated Class A-V REMIC Accrued Interest: With respect to each Distribution Date, as to each Uncertificated Class A-V 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 was equal to the related Uncertificated Class A-V REMIC Pass-Through Rate and the notional amount of such uncertificated interest was equal to the related Uncertificated Class A-V REMIC Notional Amount; provided, that 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 Class A-V REMIC Regular Interests pro rata in accordance with the amount of interest accrued with respect to each related Uncertificated Class A-V REMIC Notional Amount and such Distribution Date. Uncertificated Class A-V REMIC Notional Amount: With respect to each Uncertificated Class A-V REMIC Regular Interest, the amount of the related Uncertificated REMIC I IO Notional Amount. Uncertificated Class A-V REMIC Pass-Through Rate: With respect to each Uncertificated Class A-V REMIC Regular Interest, 100% of the interest payable on the related Uncertificated REMIC I IO Regular Interest. Uncertificated Class A-V REMIC Regular Interest Distribution Amounts: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated Class AV REMIC Regular Interests for such Distribution Date pursuant to Section 4.08(a). Uncertificated Class A-V REMIC Regular Interests: The 796 uncertificated partial undivided beneficial ownership interests in the Trust Fund numbered sequentially from 1 through 1403 each relating to the particular Mortgage Loan identified by sequential number on the Mortgage Loan Schedule, each having no principal balance, and each bearing the respective Pool Strip Rate on the Stated Principal Balance of the related Mortgage Loan. -16- Uncertificated Principal Balance: With respect to each Uncertificated REMIC I Regular Interest on any date of determination, an amount equal to (A)(i) $161,393,431.00 with respect to Uncertificated REMIC I Regular Interest N, (ii) $45.754,000.00 with respect to Uncertificated REMIC I Regular Interest O, (iii) $8,000,000.00 with respect to Uncertificated REMIC I Regular Interest P, (iv) $181,082,000.00 with respect to Uncertificated REMIC I Regular Interest Q, (v) $1,522,000.00 with respect to Uncertificated REMIC I Regular Interest S, (vi) $20,000,000.00 with respect to Uncertificated REMIC I Regular Interest T, (vii)$1,627,000.00 with respect to Uncertificated REMIC I Regular Interest V, (viii) $50,000,000.00 with respect to Uncertificated REMIC I Regular Interest W, (ix) $27,606,000.00 with respect to Uncertificated REMIC I Regular Interest X, (x) $70,159,000.00 with respect to Uncertificated REMIC I Regular Interest Y and (xi) $4,074,588.35 with respect to Uncertificated REMIC I Regular Interest Z, minus (B) the sum of (x) the aggregate of all amounts previously deemed distributed with respect to such interest and applied to reduce the Uncertificated Principal Balance thereof pursuant to Section 4.09(a)(ii) and (y) the aggregate of all reductions in Uncertificated Principal Balance deemed to have occurred in connection with Realized Losses that were previously deemed allocated to the Uncertificated Principal Balance of such Uncertificated REMIC I Regular Interest pursuant to Section 4.09(d). Uncertificated REMIC I Accrued Interest: With respect to each Distribution Date, (i) as to Uncertificated REMIC I Regular Interest N, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-5, Class R-II, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the Class A-3-1 and Class A-3-2 Components if the Pass-Through Rate on each such Classes were equal to the Uncertificated REMIC I Pass-Through Rate and the Uncertificated Principal Balances were the Certificate Principal Balances, (ii) as to Uncertificated REMIC I Regular Interest O, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-1 Certificates if the Pass-Through Rate on such Class were equal to the Uncertificated REMIC I Pass-Through Rate and the Uncertificated Principal Balance were the Certificate Principal Balance, (iii) as to Uncertificated REMIC I Regular Interest P, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the A-2 Certificates if the Pass-Through Rate on such Class were equal to the Uncertificated REMIC I Pass-Through Rate and the Uncertificated Principal Balance were the Certificate Principal Balance, (iv) as to Uncertificated REMIC I Regular Interest Q, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-4 Certificates if the Pass-Through Rate on such Class were equal to the Uncertificated REMIC I Pass-Through Rate and the Uncertificated Principal Balance were the Certificate Principal Balance, (v) as to Uncertificated REMIC I Regular Interest S, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-7 Certificates if the Pass-Through Rate on such Class were equal to the Uncertificated REMIC I Pass-Through Rate and the Uncertificated Principal Balance were the Certificate Principal Balance, (vi) as to Uncertificated REMIC I Regular Interest T, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-8 Certificates if the Pass-Through Rate on each such Class were equal to the Uncertificated REMIC I Pass-Through Rate and the Uncertificated Principal Balance were the Certificate Principal Balance, (vii) as to Uncertificated REMIC I Regular Interest V, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-9 Certificates if the Pass-Through Rate on such Class were equal to the Uncertificated REMIC I Pass-Through Rate and the Uncertificated -17- Principal Balance were the Certificate Principal Balance, (viii) as to Uncertificated REMIC I Regular Interest W, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-10 Certificates if the Pass-Through Rate on such Class were equal to the Uncertificated REMIC I Pass-Through Rate and the Uncertificated Principal Balance were the Certificate Principal Balance, (ix) as to Uncertificated REMIC I Regular Interest X, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-11 Certificates if the Pass-Through Rate on such Class were equal to the Uncertificated REMIC I Pass-Through Rate and the Uncertificated Principal Balance were the Certificate Principal Balance, (x) as to Uncertificated REMIC I Regular Interest Y, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-12 Certificates if the Pass-Through Rate on such Class were equal to the Uncertificated REMIC I Pass-Through Rate and the Uncertificated Principal Balance were the Certificate Principal Balance and (xii) as to each Uncertificated REMIC I IO 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 was equal to the related Uncertificated REMIC I Pass- Through Rate and the notional amount of such uncertificated interest was equal to the related Uncertificated REMIC I IO Notional Amount; provided, that any reduction in the amount of Accrued Certificate Interest resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts to the Certificates pursuant to Sections 4.02(a) and 4.05 hereof shall be allocated to the Uncertificated REMIC I Regular Interests for which such Certificates are the Corresponding Certificated Interests. Uncertificated REMIC I IO Notional Amount: With respect to each Uncertificated REMIC I IO Regular Interest, an amount equal to the aggregate Stated Principal Balance of the related Non- Discount Mortgage Loan. Uncertificated REMIC I IO Regular Interests: The 796 uncertificated partial undivided beneficial ownership interests in REMIC I, each relating to a Mortgage Loan with a Net Mortgage Rate in excess of 6.50%, each having no principal balance, and each bearing interest at the related Uncertificated REMIC I Pass-Through Rate on the related Uncertificated REMIC I IO Notional Amount. Uncertificated REMIC I Pass-Through Rate: With respect to each of the Uncertificated REMIC I Regular Interests N, O, P, Q, S, T, V, W, X, Y and Z, 6.50%, 7.038%, 10.286%, 6.50%, 6.50%, 6.50%, 6.50%, 6.00%, 7.960%, 5.50% and 0.00%, respectively. With respect to Uncertificated REMIC I IO Regular Interest, an amount equal to the Pool Strip Rate for the related Mortgage Loan. Uncertificated REMIC I Regular Interest N: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate Certificate Principal Balance of the Class A-5, Class R-II, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the Class A-3-1 and Class A-3-2 Components and which bears interest at a rate equal to 6.50% per annum. -18- Uncertificated REMIC I Regular Interest O: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate Certificate Principal Balance of the Class A-1 Certificates and which bears interest at a rate equal to 7.038% per annum. Uncertificated REMIC I Regular Interest P: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate Certificate Principal Balance of the Class A-2 Certificates and which bears interest at a rate equal to 10.286% per annum. Uncertificated REMIC I Regular Interest Q: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate Certificate Principal Balance of the Class A-4 Certificates and which bears interest at a rate equal to 6.50% per annum. Uncertificated REMIC I Regular Interest S: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate Certificate Principal Balance of the Class A-7 Certificates and which bears interest at a rate equal to 6.50% per annum. Uncertificated REMIC I Regular Interest T: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate Certificate Principal Balance of the Class A-8 Certificates and which bears interest at a rate equal to 6.50% per annum. Uncertificated REMIC I Regular Interest V: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate Certificate Principal Balance of the Class A-9 Certificates and which bears interest at a rate equal to 6.50% per annum. Uncertificated REMIC I Regular Interest W: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate Certificate Principal Balance of the Class A-10 Certificates, and which bears interest at a rate equal to 6.00% per annum. Uncertificated REMIC I Regular Interest X: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate Certificate Principal Balance of the Class A-11 Certificates and which bears interest at a rate equal to 7.96% per annum. Uncertificated REMIC I Regular Interest Y: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate Certificate Principal Balance of the Class A-12 Certificates, and which bears interest at a rate equal to 5.50% per annum. Uncertificated REMIC I Regular Interest Z: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate Certificate Principal Balance of the Class A-P Certificates, and which bears interest at a rate equal to 0.00% per annum. Uncertificated REMIC I Regular Interests: Uncertificated REMIC I Regular Interest N, Uncertificated REMIC I Regular Interest O, Uncertificated REMIC I Regular Interest P, Uncertificated REMIC I Regular Interest Q, Uncertificated REMIC I Regular Interest S, Uncertificated REMIC I Regular Interest T, Uncertificated REMIC I Regular Interest V, Uncertificated REMIC I Regular Interest W, Uncertificated REMIC I Regular Interest X, Uncertificated REMIC I Regular Interest Y, Uncertificated REMIC I Regular Interest Z and the Uncertificated REMIC I IO Regular Interests. -19- Uncertificated REMIC I IO Regular Interest Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I IO Regular Interests for such Distribution Date pursuant to Section 4.09(a). Uncertificated REMIC I Regular Interest N Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest N for such Distribution Date pursuant to Section 4.09(a). Uncertificated REMIC I Regular Interest O Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest O for such Distribution Date pursuant to Section 4.09(a). Uncertificated REMIC I Regular Interest P Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest P for such Distribution Date pursuant to Section 4.09(a). Uncertificated REMIC I Regular Interest Q Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest Q for such Distribution Date pursuant to Section 4.09(a). Uncertificated REMIC I Regular Interest S Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest S for such Distribution Date pursuant to Section 4.09(a). Uncertificated REMIC I Regular Interest T Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest T for such Distribution Date pursuant to Section 4.09(a). Uncertificated REMIC I Regular Interest V Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest V for such Distribution Date pursuant to Section 4.09(a). Uncertificated REMIC I Regular Interest W Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest W for such Distribution Date pursuant to Section 4.09(a). Uncertificated REMIC I Regular Interest X Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest X for such Distribution Date pursuant to Section 4.09(a). Uncertificated REMIC I Regular Interest Y Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest Y for such Distribution Date pursuant to Section 4.09(a). Uncertificated REMIC I Regular Interest Z Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest Z for such Distribution Date pursuant to Section 4.09(a). -20- Uncertificated REMIC I Regular Interest Distribution Amounts: The Uncertificated REMIC I Regular Interest N Distribution Amount, the Uncertificated REMIC I Regular Interest O Distribution Amount, the Uncertificated REMIC I Regular Interest P Distribution Amount, the Uncertificated REMIC I Regular Interest Q Distribution Amount, the Uncertificated REMIC I Regular Interest S Distribution Amount, Uncertificated REMIC I Regular Interest T Distribution Amount, the Uncertificated REMIC I Regular Interest V Distribution Amount, the Uncertificated REMIC I Regular Interest W Distribution Amount, the Uncertificated REMIC I Regular Interest X Distribution Amount, the Uncertificated REMIC I Regular Interest Y Distribution Amount, the Uncertificated REMIC I Regular Interest Z Distribution Amount and the Uncertificated REMIC I IO Regular Interest Distribution Amount. Underwriters: Greenwich Capital Markets, Inc. and Salomon Smith Barney 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. -21- 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 30 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 30% 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 25% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01%, and (c) at least 12% 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 to 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; (vi) No more than 0.9% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located -22- 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) 11.13% 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 is a Buydown Mortgage Loan; (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 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; -23- (xvi) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; (xvii) None of the Mortgage Loans contains in the related Mortgage File a Destroyed Mortgage Note; and (xviii)None of the Mortgage Loans is a Pledged Asset Loan. 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 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. -24- Section 2.06 Conveyance of Uncertificated REMIC I; Acceptance by the Trustee. The Company, as of the Closing Date, and concurrently with the execution and delivery hereof, does hereby assign without recourse all the right, title and interest of the Company in and to the Uncertificated REMIC I Regular Interests to the Trustee for the benefit of the Holders of the Uncertificated REMIC II Regular Interests and the Class R-II Certificates. The Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of each of the Uncertificated REMIC II Regular Interests and the Class R-II Certificates. The rights of the Holders of the Uncertificated REMIC II Regular Interests and the Class R-II Certificates to receive distributions from the proceeds of REMIC II in respect of such Interests and such Class, and all ownership interests of the Holders of such Interests and such Class in such distributions, shall be as set forth in this Agreement. Section 2.07 Issuance of Certificates Evidencing Interest in REMIC II. The Trustee acknowledges the assignment to it of the Uncertificated REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Company executed by an officer of the Company, the Trustee has executed and caused to be authenticated and delivered to or upon the order of the Company, all Classes of Certificates (other than the Class R-I Certificates) in authorized denominations, which evidence ownership of the entire REMIC II. -25- ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS (SEE ARTICLE III OF THE STANDARD TERMS) -26- 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, 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 (1) 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 (2) 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, and prior to any Accretion Termination Date, the related Accrual Certificates, to the extent of the applicable Accrual Distribution Amount) 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 Section 4.02(g), the sum of the following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): -27- (A) the Senior Percentage for such Distribution Date times the sum of the following: (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 -28- Percentage for such Distribution Date times the Stated Principal Balance of 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 -29- 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 thereon remaining unpaid from any previous Distribution Date, except as provided below; -30- (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, 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-II 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 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. -31- (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 remaining unpaid for all previous Distribution Dates, but only to the extent of the Eligible Funds for such Distribution Date; (ii) an amount equal to the Class A-3-2 Accrual Distribution Amount shall be distributed to the Class A-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; -32- (iii) an amount equal to the Class A-5 Accrual Distribution Amount shall be distributed to the Class A-4 Certificates and Class A-3-2 Component, sequentially in that order, in each case until the Certificate Principal Balance or amount thereof has been reduced to zero; (iv) the Senior Principal Distribution Amount shall be distributed, concurrently, to the Class R-I Certificates and Class R-II Certificates, on a pro rata basis, until the Certificate Principal Balances thereof have been reduced to zero; (v) Commencing on the Distribution Date in July 2002, the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clause (iv) above shall be distributed to the Class A-1, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11 and Class A-12 Certificates concurrently as follows, until the aggregate of the Certificate Principal Balance of the PAC Certificates and amount of the PAC Component has been reduced to the Aggregate Planned Principal Balance for such Distribution Date: (A) 13.33329493%, sequentially, to the Class A-7, Class A-8 and Class A-9 Certificates; and (B) 86.66670507% in the following manner and priority: (1) first, concurrently as follows, until the Certificate Principal Balance of the Class A-1 Certificates has been reduced to zero: (a) 65.02010829% to the Class A-1 Certificates; and (b) 34.97989171% to the Class A-12 Certificates; and (2) second, concurrently as follows, until the Certificate Principal Balance of the Class A-11 Certificates has been reduced to zero: (a) 30.55555555% to the Class A-10 Certificates; (b) 34.46441948% to the Class A-11 Certificates; and (c) 34.98002497% to the Class A-12 Certificates; (vi) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (iv) and (v) above shall be distributed to the Class A-2, Class A-10 and Class A-12 Certificates concurrently as follows, until the aggregate of the Certificate Principal Balance of the PAC Certificates and amount of the PAC Component has been reduced to the Aggregate Planned Principal Balance for such Distribution Date: -33- (A) 15.67091087% to the Class A-2 Certificates; (B) 50.00000000% to the Class A-10 Certificates; and (C) 34.32908913% to the Class A-12 Certificates; (vii) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (iv) through (vi) above shall be distributed to the Class A-3-1 Component, until the aggregate of the Certificate Principal Balance of the PAC Certificates and amount of the PAC Component has been reduced to the Aggregate Planned Principal Balance for such Distribution Date; (viii) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (iv) through (vii) above shall be distributed, sequentially, to the Class A-4 Certificates and Class A-3-2 Component, in each case until the aggregate of the Certificate Principal Balance and amount thereof has been reduced to the Aggregate Targeted Principal Balance for such Distribution Date; (ix) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (iv) through (viii) above shall be distributed to the Class A-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (x) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (iv) through (ix) above shall be distributed to the Class A-4 Certificates and Class A-3-2 Component, concurrently as follows, without regard to the Aggregate Targeted Principal Balance for such Distribution Date, until the Certificate Principal Balance of the Class A-4 Certificates and the amount of the Class A-3-2 Component have been reduced to zero: (A) 60.00000000% to the Class A-4 Certificates; and (B) 40.00000000% to the Class A-3-2 Component; (xi) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (iv) through (x) above shall be distributed, sequentially, to the Class A-4 Certificates and Class A-3-2 Component, in that order, without regard to the Aggregate Targeted Principal Balance for such Distribution Date, in each case until the Certificate Principal Balance or amount thereof has been reduced to zero; (xii) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (iv) through (xi) above shall be distributed to the Class A-1, Class A-7, Class A-8, Class A-9, Class A-10, Class A- 11 and Class A-12 Certificates concurrently as follows, without regard to the -34- Aggregate Planned Principal Balance for such Distribution Date, until the Certificate Principal Balances thereof have been reduced to zero: (A) 13.33329493%, sequentially, to the Class A-7, Class A-8 and Class A-9 Certificates; (B) 86.66670507% in the following manner and priority: (1) first, concurrently as follows, until the Certificate Principal Balance of the Class A-1 Certificates has been reduced to zero: (a) 65.02010829% to the Class A-1 Certificates; and (b) 34.97989171% to the Class A-12 Certificates; and (2) second, concurrently as follows, until the Certificate Principal Balance of the Class A-11 Certificates has been reduced to zero: (a) 30.55555555% to the Class A-10 Certificates; (b) 34.46441948% to the Class A-11 Certificates; and (c) 34.98002497% to the Class A-12 Certificates; (xiii) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (iv) through (xii) above shall be distributed to the Class A-2, Class A-10 and Class A-12 Certificates concurrently as follows, without regard to the Aggregate Planned Principal Balance for such Distribution Date, until the Certificate Principal Balances thereof have been reduced to zero: (A) 15.67091087% to the Class A-2 Certificates; (B) 50.00000000% to the Class A-10 Certificates; and (C) 34.32908913% to the Class A-12 Certificates; and (xiv) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (iv) through (xiii) above shall be distributed to the Class A-3-1 Component, without regard to the Aggregate Planned Principal Balance for such Distribution Date, until the amount thereof has been reduced to zero. (c) On or after the occurrence of the Credit Support Depletion Date all priorities relating to distributions as described in Section 4.02(b) of this Series Supplement in respect -35- of principal among the various classes of the 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 and unscheduled payments 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) herein will be distributed as set forth therein. (d) [Reserved]. (e) 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. (f) On each Distribution Date prior to the Class A-3-2 Accretion Termination Date, an amount equal to the Accrued Certificate Interest that would otherwise be distributed on the Class A-3-2 Component shall be added to principal amount of the Class A-3-2 Component. On or after the Class A-3-2 Accretion Termination Date, the entire amount of Accrued Certificate Interest on the Class A-3-2 Component for such Distribution Date shall be payable to the Class A-3 Certificateholders, to the extent of the Class A-3-2 Component, pursuant to Section 4.02(a)(i) of this Series Supplement to the extent not required to reduce the Certificate Principal Balance of the Class A-4 Certificates to zero on such Accretion Termination Date; provided that if the Class A-3-2 Accretion Termination Date is the Credit Support Depletion Date, the entire amount of Accrued Certificate Interest on the Class A-3-2 Component for such Distribution Date will be paid to the Class A-3 Certificateholders, to the extent of Accrued Certificate Interest on the Class A-3-2 Component for the related Distribution Date. Any such Accrued Certificate Interest on the Class A-3-2 Component which is required to be paid to the Holders of the Class A-4 Certificates in reduction of its Certificate Principal Balance on such Accretion Termination Date will be added to the principal amount of the Class A-3-2 Component in the manner described in the first sentence of this Section 4.02(f). (g) On each Distribution Date prior to the Class A-5 Accretion Termination Date, an amount equal to the Accrued Certificate Interest that would otherwise be distributed on the Class A-5 Certificates shall be added to Certificate Principal Balance of the Class A-5 Certificates. On or after the Class A-5 Accretion Termination Date, the entire amount of Accrued Certificate Interest on the Class A-5 Certificates for such Distribution Date shall be payable to the Class A-5 Certificateholders pursuant to Section 4.02(a)(i) of this Series Supplement to the extent not required to reduce the aggregate of the Certificate Principal Balance of the Class A-4 Certificates and amount of the Class A-3-2 Component to zero on such Accretion Termination Date; provided that if the Class A-5 Accretion Termination Date is the Credit Support Depletion Date, the entire amount of Accrued Certificate Interest on the Class A-5 Certificates for such Distribution Date will be paid to the Class A-5 -36- Certificateholders. Any such Accrued Certificate Interest on the Class A-5 Certificates which is required to be paid to the Holders of the Class A-4 Certificates or Class A-3 Certificates, to the extent of the Class A-3-2 Component, in reduction of its Certificate Principal Balance or amount on such Accretion Termination Date will be added to the Certificate Principal Balance of the Class A-5 Certificates in the manner described in the first sentence of this Section 4.02(g). (h) 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 (or to the Certificate Insurer, as subrogee for the Insured Certificateholders, to the extent the Certificate Insurer made a Insured Payment in respect of such Realized Loss, if applicable) (with the amounts to be distributed allocated among such Classes (or to the Certificate Insurer) in the same proportions as such Realized Loss was allocated), and within each such Class to the Certificateholders of record as of the Record Date immediately preceding the date of such distribution (or if such Class of Certificates is no longer outstanding, to the Certificateholders of record at the time that such Realized Loss was allocated); provided that no such distribution to any Class of Certificates of subsequent recoveries related to a Mortgage Loan shall exceed, either individually or in the aggregate and together with any other amounts paid in reimbursement therefor, the amount of the related Realized Loss that was allocated to such Class of Certificates. 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. -37- (i) 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. (j) 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 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 -38- 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, 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 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; provided that, in determining the Certificate Principal Balance of the Accrual Certificates for the purpose of allocating any portion of a Realized Loss thereto, the Certificate Principal Balance of the Accrual Certificates shall be deemed to be equal to the lesser of (a) the original Certificate Principal Balance of such Certificate and (b) the Certificate Principal Balance of such Certificate prior to giving effect to distributions made on such Distribution Date. 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 -39- 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) Section 4.08 [Reserved] Section 4.09 Distributions on the Uncertificated REMIC I Regular Interests. (a) On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated REMIC I Regular Interests, from REMIC I, the following amounts in the following order of priority to the extent of the Available Distribution Amount reduced by distributions made to the Class R-I Certificates pursuant to Section 4.02(a): (i) Uncertificated REMIC I Accrued Interest on the Uncertificated REMIC I Regular Interests for such Distribution Date, plus any Uncertificated REMIC I Accrued Interest thereon remaining unpaid from any previous Distribution Date; and (ii) In accordance with the priority set forth in Section 4.09(b), an amount equal to the sum of the amounts in respect of principal distributable on the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and Class R-II Certificates under Section 4.02(a), as allocated thereto pursuant to Section 4.02(b). (b) The amount described in Section 4.09(a)(ii) shall be deemed distributed to (i) Uncertificated REMIC I Regular Interest N, (ii)Uncertificated REMIC I Regular Interest O, (iii) Uncertificated REMIC I Regular Interest P, (iv) Uncertificated REMIC I Regular Interest Q, (v) Uncertificated REMIC I Regular Interest S, (vi) Uncertificated REMIC I Regular Interest T (vii) Uncertificated REMIC I Regular Interest V, (viii) Uncertificated REMIC I Regular Interest W, (ix) Uncertificated REMIC I Regular Interest X, (x) Uncertificated REMIC I Regular Interest Y, and (xi) Uncertificated REMIC I Regular Interest Z with the amount to be distributed allocated among such interests in accordance with the priority assigned to the (i) Class A-5, Class R-II, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the Class A-3-1 and Class A-3- 2 Components, (ii) Class A-1 Certificates, (iii) Class A-2 Certificates, (iv) Class A-4 Certificates, (v) Class A-7 Certificates, (vi) Class A-8 Certificates, (vii) Class A-9 Certificates, (viii) Class A-10 -40- Certificates, (ix) Class A-11 Certificates, (x) Class A-12 Certificates and (xi) Class A-P Certificates, respectively, under Section 4.02(b) until the Uncertificated Principal Balance of each such interest is reduced to zero. (c) The portion of the Uncertificated REMIC I Regular Interest Distribution Amounts described in Section 4.09(a)(i) shall be deemed distributed by REMIC I to REMIC II in accordance with the priority assigned to the REMIC II Certificates relative to that assigned to the REMIC I Regular Interests under Section 4.02(b). (d) In determining from time to time the Uncertificated REMIC I Regular Interest Distribution Amounts, Realized Losses allocated to the Certificates shall be allocated to Uncertificated REMIC I Regular Interests in the same amounts and priorities as allocated to the Corresponding Certificated Interests. (e) Notwithstanding the deemed distributions on the Uncertificated REMIC I Regular Interests described in this Section 4.09, distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. Section 4.10 Distributions on the Uncertificated Class A-V REMIC Regular Interests. (a) On each Distribution Date, the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated Class A-V REMIC Regular Interests, from REMIC II, Uncertificated Class A-V REMIC Accrued Interest on the Uncertificated Class A-V REMIC Regular Interests for such Distribution Date, plus any Uncertificated Class A-V REMIC Accrued Interest thereon remaining unpaid from any previous Distribution Date. (b) In determining from time to time the Uncertificated Class A-V REMIC Regular Interest Distribution Amounts, Realized Losses allocated to the Class A-V Certificates under Section 4.05 shall be deemed allocated to Uncertificated Class A-V REMIC Regular Interests on a pro rata basis based on the Uncertificated Class A-V REMIC 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 Sections 4.02(a), to the Class A-V Certificates, the amounts distributable thereon from the Uncertificated Class A-V REMIC Regular Interest Distribution Amounts deemed to have been received by the Trustee from the Trust Fund under this Section 4.08. 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 Class A-V REMIC Regular Interests. (d) Notwithstanding the deemed distributions on the Uncertificated Class A-V REMIC Regular Interests described in this Section 4.10, distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. -41- 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 in this Section 5.02(e) shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, the Underwriters 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) -42- ARTICLE VI THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD TERMS) -43- ARTICLE VII DEFAULT (SEE ARTICLE VII OF THE STANDARD TERMS) -44- ARTICLE VIII CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD TERMS) -45- ARTICLE IX TERMINATION (SEE ARTICLE IX OF THE STANDARD TERMS) -46- 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 elections to treat each of REMIC I and REMIC II, 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 Uncertificated REMIC I Regular Interests shall be designated as the "regular interests" and the Class R-I Certificates shall be designated as the sole class of "residual interests" in REMIC I. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, 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 REMIC II, and the Class R-II 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 [Reserved]. 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. -47- 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 55 Water Street, 1st Floor New York, New York 10041, for the purposes of Section 8.12 Trustee of the Standard Terms 55 Water Street Standard & Poor's New York, New York 10041 99 Church Street Moody's New York, New York 10007 Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. -48- 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. 97.0% of all Voting Rights shall be allocated among Holders of Certificates, other than the Interest Only Certificates and Residual Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates, 1.0% of all Voting Rights shall be allocated among the Holders of the Class A-6 Certificates, 1.0% of all Voting Rights shall be allocated among the Holders of the Variable Strip Certificates; and 0.5% and 0.5% of all Voting Rights shall be allocated among the Holders of the Class R-I Certificates and Class R-II Certificates, respectively, in accordance with their respective Percentage Interests. -49- 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: Lisa Lundsten Name: Randy Van Zee Title: Vice President Title: Vice President [Seal] RESIDENTIAL FUNDING CORPORATION Attest: By: ---------------------------------------- Name: Randy Van Zee Name: Lisa Lundsten Title: Director Title: Managing Director [Seal] BANK ONE, NATIONAL ASSOCIATION as Trustee Attest: --------------------------------------- Name: By: ----------------------------- Title: Name: Keith R. Richardson Title: Vice President -1- STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 28th day of December, 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 28th day of December, 2001 before me, a notary public in and for said State, personally appeared Lisa Lundsten, known to me to be a Managing 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 ILLINOIS ) ) ss.: COUNTY OF COOK ) On the 28th day of December, 2001 before me, a notary public in and for said State, personally appeared Keith R. 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 (Available Upon Request) RUN ON : 12/20/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 09.20.26 FIXED PASSTHRU REPORT AMORTIZED BALANCE SERIES : RFMSI 2001-S29 CUTOFF : 12/01/01 POOL : 0004556 : : 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 ------------------------------------------------------------------------- 4076891 .2500 271,741.67 .0800 8.1250 .0000 7.8750 .0000 7.7950 .0000 6.5000 1.2950 4657414 .2500 319,153.10 .0800 7.6250 .0000 7.3750 .0000 7.2950 .0000 6.5000 .7950 4677479 .2500 327,626.34 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 4679570 .2500 389,621.08 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 4700929 .2500 376,113.65 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 4839287 .2500 647,011.07 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 1 4846457 .2500 311,956.46 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 4967929 .2500 397,829.75 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 5182223 .2500 724,448.33 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 5206560 .2500 348,816.75 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 5211247 .2500 197,269.16 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 5223595 .2500 373,819.22 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5265896 .2500 347,470.16 .0800 7.6250 .0000 7.3750 .0000 7.2950 .0000 6.5000 .7950 5280241 .2500 319,087.32 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 1 5282678 .2500 364,140.61 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5334850 .2500 367,451.10 .0800 7.8750 .0000 7.6250 .0000 7.5450 .0000 6.5000 1.0450 5374942 .2500 289,546.18 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5379527 .2500 805,321.76 .0800 7.7500 .0000 7.5000 .0000 7.4200 .0000 6.5000 .9200 5388957 .2500 302,286.59 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5391940 .2500 290,033.05 .0800 8.3750 .0000 8.1250 .0000 8.0450 .0000 6.5000 1.5450 5399431 .2500 222,420.77 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5400102 .2500 365,677.08 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 1 5400910 .2500 300,807.50 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 5402317 .2500 160,000.00 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5413164 .2500 626,593.04 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 5414148 .2500 466,577.82 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5425183 .2500 346,001.68 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5440698 .2500 809,342.06 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5444900 .2500 450,000.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 5467380 .2500 89,752.19 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 1 5469259 .2500 418,656.55 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5477985 .2500 370,419.43 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5486410 .2500 419,374.65 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 5492872 .2500 99,851.12 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 5500847 .2500 388,537.35 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5502661 .2500 319,724.49 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5563765 .2500 519,594.35 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5564323 .2500 197,175.28 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 1 5571452 .2500 163,115.04 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5574519 .2500 250,597.37 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5581821 .7500 327,426.63 .0800 7.5000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5581858 .5000 347,128.11 .0800 7.2500 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5581860 .5000 336,350.34 .0800 7.2500 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5581883 .5000 304,281.88 .0800 7.2500 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5582118 .7500 341,233.77 .0800 7.5000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5583183 .2500 322,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 5607790 .2500 70,945.98 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 5607848 .2500 376,072.10 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5611673 .2500 473,820.78 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5620348 .2500 269,784.09 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5622640 .2500 302,500.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5626624 .2500 291,143.93 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 5626950 .2500 320,285.40 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5637484 .2500 349,726.96 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 1 5638723 .2500 109,836.21 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 5640482 .2500 233,605.71 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5647951 .2500 122,899.18 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5648341 .2500 295,203.31 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5649778 .2500 313,742.62 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5650647 .2500 359,697.56 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5654971 .2500 371,887.56 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5659951 .2500 349,068.48 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 1 5660060 .2500 339,372.08 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5661147 .2500 330,522.09 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5673878 .2500 354,723.06 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5677603 .2500 429,647.53 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5678170 .2500 251,815.02 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 5678386 .2500 398,360.06 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5682839 .2500 289,562.45 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5684761 .2500 391,124.06 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 1 5687509 .2500 307,728.26 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 5693164 .2500 391,701.72 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 5695839 .2500 362,280.08 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 5696482 .2500 303,738.26 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5711841 .2500 636,964.42 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5716486 .2500 371,187.90 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5718169 .2500 385,163.94 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 5721390 .2500 648,904.71 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 5722167 .2500 330,500.95 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5722179 .2500 524,071.06 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 5724083 .2500 294,752.16 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5724129 .2500 224,630.06 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5727711 .2500 303,357.22 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5728555 .2500 637,269.08 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 5728966 .2500 304,750.00 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5729015 .2500 338,122.61 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 1 5729179 .2500 389,695.76 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5729409 .2500 314,748.09 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5734332 .2500 328,743.35 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5740784 .2500 367,667.31 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5743424 .2500 339,435.45 .0800 6.9500 .0000 6.7000 .0000 6.6200 .0000 6.5000 .1200 5746450 .2500 305,400.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5749314 .2500 689,711.84 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5751486 .2500 320,000.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 1 5756720 .2500 479,000.00 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5757200 .2500 399,900.00 .0300 6.6260 .0000 6.3760 .0000 6.3460 .0000 6.3460 .0000 5757294 .2500 396,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5766882 .2500 270,476.06 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5768646 .2500 400,133.85 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 5770470 .2500 372,000.00 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5772230 .2500 329,323.09 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5776508 .2500 331,889.78 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 5776882 .2500 405,824.80 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 5778878 .2500 356,000.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5778950 .2500 381,702.01 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5782758 .2500 479,586.73 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5782944 .2500 399,672.12 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5807626 .2500 383,677.39 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5811920 .2500 194,836.18 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5814078 .2500 366,672.08 .0300 6.5600 .0000 6.3100 .0000 6.2800 .0000 6.2800 .0000 1 5816694 .2500 327,731.14 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5820208 .2500 449,631.14 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5820552 .2500 311,337.93 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5822842 .2500 319,338.02 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5824918 .2500 331,714.15 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5825662 .2500 425,642.11 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5832110 .2500 354,694.35 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5833120 .2500 317,700.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 1 5833902 .2500 392,500.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5834120 .2500 329,736.10 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5837060 .2500 379,680.75 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5840352 .2500 393,152.82 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 5841652 .2500 337,708.99 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5845230 .2500 399,622.16 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5846860 .2500 600,000.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5848092 .2500 379,672.83 .0300 6.7500 .0000 6.5000 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.0000 6.3450 .0000 6.3450 .0000 5866500 .2500 349,691.20 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 5868342 .2500 428,439.76 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5870984 .2500 81,440.96 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5871464 .2500 349,705.96 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 5872870 .2500 294,275.91 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 5873830 .2500 381,171.54 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5875484 .2500 599,483.41 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5877298 .2500 424,634.09 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 5877446 .2500 337,701.78 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 5879126 .2500 431,154.93 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5879338 .2500 399,687.96 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5879884 .2500 325,412.65 .0300 6.6250 .0000 6.3750 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.0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 6683562 .2500 302,800.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6683594 .2500 370,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 6683606 .2500 290,000.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 6684424 .2500 333,000.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 6684584 .2500 333,000.00 .0300 6.3750 .0000 6.1250 .0000 6.0950 .0000 6.0950 .0000 6684802 .2500 525,000.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 6685096 .2500 403,752.07 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 6685442 .2500 295,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 6686308 .2500 400,000.00 .0300 6.3750 .0000 6.1250 .0000 6.0950 .0000 6.0950 .0000 6688582 .2500 360,000.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 6691590 .2500 380,000.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 6691876 .2500 379,950.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6697702 .2500 370,000.00 .0500 6.8000 .0000 6.5500 .0000 6.5000 .0000 6.5000 .0000 6707278 .2500 340,600.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 6707314 .2500 649,950.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 6707316 .2500 288,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 1 6707324 .2500 389,360.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6707370 .2500 380,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 6707438 .2500 168,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 6708562 .2500 310,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6708564 .2500 408,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6708566 .2500 378,500.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6708574 .2500 371,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6709698 .2500 306,000.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 1 6716058 .2500 349,600.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6720640 .2500 608,000.00 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6720644 .2500 327,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6720656 .2500 444,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 6720658 .2500 362,200.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6721166 .2500 527,900.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6730594 .2500 489,065.00 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6731182 .2500 254,200.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 1 6731264 .2500 422,450.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6731298 .2500 378,300.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6732574 .2500 345,000.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 6732594 .2500 721,500.00 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6732598 .2500 375,000.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 6732716 .2500 440,000.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 6741330 .2500 439,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6741332 .2500 434,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 6750748 .2500 325,000.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 6752130 .2500 330,000.00 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6752148 .2500 325,000.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 6756688 .2500 325,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 6762586 .2500 415,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6762588 .2500 347,500.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6770048 .2500 649,250.00 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6770068 .2500 287,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 6770116 .2500 336,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6770162 .2500 250,000.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 6770252 .2500 367,500.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 6770302 .2500 300,000.00 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6770400 .2500 333,750.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 6770472 .2500 36,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 6775434 .2500 306,300.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6779066 .2500 368,000.00 .0300 6.6950 .0000 6.4450 .0000 6.4150 .0000 6.4150 .0000 1 6782246 .2500 480,000.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 6785134 .2500 306,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6793290 .2500 600,000.00 .0300 6.5000 .0000 6.2500 .0000 6.2200 .0000 6.2200 .0000 6793328 .2500 424,000.00 .0300 6.3750 .0000 6.1250 .0000 6.0950 .0000 6.0950 .0000 6793368 .2500 354,500.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 6793394 .2500 365,000.00 .0300 6.3750 .0000 6.1250 .0000 6.0950 .0000 6.0950 .0000 6793402 .2500 354,500.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6793414 .2500 748,000.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 1 6793464 .2500 350,000.00 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6793510 .2500 580,000.00 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 6794342 .2500 345,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6795528 .2500 432,900.00 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6805830 .2500 504,800.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6813278 .2500 431,000.00 .0300 6.7500 .0000 6.5000 .0000 6.4700 .0000 6.4700 .0000 6813284 .2500 399,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6821112 .2500 326,500.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 6821548 .2500 373,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6833014 .2500 301,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6836418 .2500 674,300.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 6836506 .2500 349,500.00 .0300 6.6250 .0000 6.3750 .0000 6.3450 .0000 6.3450 .0000 TOTAL NUMBER OF LOANS: 1402 TOTAL BALANCE........: 571,218,119.56 RUN ON : 12/20/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 09.20.26 INITIAL SECURITY FEES AMORTIZED BALANCE SERIES : RFMSI 2001-S29 FIXED SUMMARY REPORT CUTOFF : 12/01/01 POOL : 0004556 : : POOL STATUS: F WEIGHTED AVERAGES FROM TO --------------------------------------------------------------------------- CURR NOTE RATE 6.9105 6.0000 8.3750 RFC NET RATE 6.6363 5.7500 8.1250 NET MTG RATE(INVSTR RATE) 6.5782 5.7200 8.0450 POST STRIP RATE 6.4536 5.7200 6.5000 SUB SERV FEE .2742 .2500 .7500 MSTR SERV FEE .0581 .0300 .0800 ALL EXP .0000 .0000 .0000 MISC EXP .0000 .0000 .0000 SPREAD .0000 .0000 .0000 STRIP .1246 .0000 1.5450 TOTAL NUMBER OF LOANS: 1402 TOTAL BALANCE........: 571,218,119.56 *************************** * END OF REPORT * *************************** RUN ON : 12/20/01 RFC DISCLOSURE SYSTEM RFFSD177-01 AT : 09.20.26 FIXED RATE LOAN LISTING AMORTIZED BALANCE SERIES : RFMSI 2001-S29 CUTOFF : 12/01/01 POOL : 0004556 : : 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 # ______________________________________________________________________________ 4076891 163/X14 F 274,500.00 ZZ 360 271,741.67 1 8.125 2,038.15 90 7.875 2,038.15 DALLAS TX 75244 1 11/21/00 11 1000256048 05 01/01/01 25 1000256048 O 12/01/30 523254334 4657414 168/168 F 321,300.00 ZZ 360 319,153.10 1 7.625 2,274.14 90 7.375 2,274.14 BROOKLYN NY 11228 1 02/23/01 14 0189710543 07 04/01/01 25 0189710543 O 03/01/31 0 4677479 168/168 F 330,000.00 ZZ 360 327,626.34 1 7.250 2,251.18 75 7.000 2,251.18 SAN JOSE CA 95121 5 02/26/01 00 0439611687 05 04/01/01 0 0439611687 O 03/01/31 0 4679570 168/168 F 392,000.00 ZZ 360 389,621.08 1 7.500 2,740.92 80 7.250 2,740.92 EAST HAMPTON NY 11937 1 03/08/01 00 0189737301 05 05/01/01 0 1 0189737301 O 04/01/31 0 4700929 964/G01 F 378,000.00 ZZ 360 376,113.65 1 7.000 2,514.84 70 6.750 2,514.84 SANTA CLARA CA 95054 5 05/10/01 00 0432909232 05 07/01/01 0 400122278 O 06/01/31 0 4839287 168/168 F 650,000.00 ZZ 360 647,011.07 1 7.500 4,544.89 74 7.250 4,544.89 MANHASSET NY 11030 1 05/09/01 00 0189766964 05 07/01/01 0 0189766964 O 06/01/31 0 4846457 994/X14 F 312,200.00 ZZ 360 311,956.46 1 7.250 2,129.75 80 7.000 2,129.75 ALEXANDRIA VA 22304 1 11/09/01 00 918387151 05 12/01/01 0 918387151 O 11/01/31 0 4967929 N47/G01 F 400,000.00 ZZ 360 397,829.75 1 7.375 2,762.70 80 7.125 2,762.70 SAN JOSE CA 95111 1 04/23/01 00 0432912087 05 06/01/01 0 20310406 O 05/01/31 0 5182223 J95/G01 F 725,000.00 T 360 724,448.33 1 7.375 5,007.40 54 7.125 5,007.40 STONE HARBOR NJ 08247 2 10/18/01 00 0433371267 05 12/01/01 0 18688747 O 11/01/31 0 1 5206560 253/253 F 349,600.00 ZZ 360 348,816.75 1 7.500 2,444.46 95 7.250 2,444.46 FISHERS IN 46038 1 08/28/01 10 972955 05 10/01/01 30 972955 O 09/01/31 0 5211247 E22/G01 F 198,000.00 ZZ 360 197,269.16 1 7.500 1,384.44 88 7.250 1,384.44 ELK GROVE CA 95624 2 07/19/01 04 0412748774 05 09/01/01 25 0412748774 O 08/01/31 0 5223595 994/X14 F 375,000.00 ZZ 360 373,819.22 1 7.250 2,558.16 63 7.000 2,558.16 PLANTATION FL 33323 1 08/02/01 00 778619728 05 09/01/01 0 778619728 O 08/01/31 0 5265896 F26/G01 F 352,000.00 ZZ 360 347,470.16 1 7.625 2,491.43 80 7.375 2,491.43 BAINBRIDGE ISLA WA 98110 5 07/16/01 00 0433064318 05 08/01/01 0 7142696906 O 07/01/31 0 5280241 356/G01 F 319,600.00 ZZ 360 319,087.32 1 7.125 2,153.21 49 6.875 2,153.21 FREMONT CA 94539 2 09/11/01 00 0433235249 05 11/01/01 0 2891729 O 10/01/31 0 5282678 356/G01 F 365,000.00 ZZ 360 364,140.61 1 7.250 2,489.95 77 7.000 2,489.95 1 LIVERMORE CA 94550 2 08/17/01 00 0433367406 05 10/01/01 0 28850857 O 09/01/31 0 5334850 588/G01 F 369,000.00 ZZ 360 367,451.10 1 7.875 2,675.51 90 7.625 2,675.51 CONCORD TOWNSHI PA 19342 1 06/05/01 04 0433370426 05 07/01/01 25 1042021 O 06/01/31 0 5374942 H22/G01 F 290,000.00 ZZ 360 289,546.18 1 7.250 1,978.31 80 7.000 1,978.31 WHITESTONE NY 11357 1 09/17/01 00 0433231412 05 11/01/01 0 0108002 O 10/01/31 0 5379527 A50/G01 F 810,000.00 ZZ 360 805,321.76 1 7.750 5,802.94 58 7.500 5,802.94 CHARLESTON SC 29401 5 03/19/01 00 0433375383 05 05/01/01 0 345889 O 04/01/31 0 5388957 136/136 F 303,000.00 ZZ 360 302,286.59 1 7.250 2,067.00 40 7.000 2,067.00 BROOKLYN NY 11215 1 08/02/01 00 4641590 07 10/01/01 0 4641590 O 09/01/31 0 5391940 286/286 F 290,950.00 ZZ 360 290,033.05 1 8.375 2,211.44 95 8.125 2,211.44 PEMBROKE PINES FL 33028 1 06/11/01 12 345189 03 08/01/01 30 345189 O 07/01/31 0 1 5399431 E23/G01 F 223,000.00 ZZ 360 222,420.77 1 6.750 1,446.37 62 6.500 1,446.37 SAN JUAN CAPRIS CA 92675 2 08/24/01 00 0433261542 05 10/01/01 0 51007029 O 09/01/31 0 5400102 B57/G01 F 366,000.00 ZZ 360 365,677.08 1 6.625 2,343.54 80 6.375 2,343.54 THOUSAND OAKS CA 91362 1 10/18/01 00 0433414489 05 12/01/01 0 2116655 O 11/01/31 0 5400910 369/G01 F 301,500.00 ZZ 360 300,807.50 1 7.375 2,082.39 90 7.125 2,082.39 LAGUNA NIGUEL CA 92677 1 08/23/01 14 0433386117 09 10/01/01 25 0073271322 O 09/01/31 0 5402317 A35/G01 F 160,000.00 ZZ 360 160,000.00 1 7.125 1,077.95 64 6.875 1,077.95 LINDENHURST NY 11757 1 11/05/01 00 0433386885 05 01/01/02 0 1 O 12/01/31 0 5413164 356/G01 F 628,000.00 ZZ 360 626,593.04 1 7.500 4,391.07 64 7.250 4,391.07 LIVERMORE CA 94550 2 08/20/01 00 0433367422 05 10/01/01 0 2893865 O 09/01/31 0 5414148 B23/G01 F 467,000.00 ZZ 360 466,577.82 1 1 6.500 2,951.76 80 6.250 2,951.76 IRVINE CA 92602 1 10/05/01 00 0433353398 09 12/01/01 0 88004731 O 11/01/31 0 5425183 025/025 F 348,000.00 ZZ 360 346,001.68 1 6.500 2,199.60 80 6.250 2,199.60 PHILADELPHIA PA 19151 2 06/20/01 00 0139146799 05 08/01/01 0 0139146799 O 07/01/31 0 5440698 E23/G01 F 811,300.00 ZZ 360 809,342.06 1 7.125 5,465.88 70 6.875 5,465.88 PLEASANTON CA 94566 1 08/30/01 00 0433389145 03 10/01/01 0 61001882 O 09/01/31 0 5444900 964/G01 F 450,000.00 ZZ 360 450,000.00 1 6.625 2,881.40 80 6.375 2,881.40 IRVINE CA 92602 1 10/30/01 00 0433373164 05 01/01/02 0 143780 O 12/01/31 0 5467380 964/G01 F 89,900.00 ZZ 360 89,752.19 1 7.000 598.11 75 6.750 598.11 DINUBA CA 93618 1 09/12/01 00 0433227741 05 11/01/01 0 144968 O 10/01/31 0 5469259 U80/U80 F 419,000.00 ZZ 360 418,656.55 1 7.000 2,787.62 79 6.750 2,787.62 COLUMBIA SC 29212 2 10/30/01 00 10000765 05 12/01/01 0 1 10000765 O 11/01/31 0 5477985 W53/G01 F 371,000.00 ZZ 360 370,419.43 1 7.250 2,530.87 79 7.000 2,530.87 AUSTIN TX 78746 1 09/06/01 00 0433329711 05 11/01/01 0 8040658100 O 10/01/31 0 5486410 369/G01 F 420,000.00 ZZ 360 419,374.65 1 7.500 2,936.70 78 7.250 2,936.70 CARY NC 27511 2 09/11/01 00 0433297801 05 11/01/01 0 007376196 O 10/01/31 0 5492872 E60/G01 F 100,000.00 ZZ 360 99,851.12 1 7.500 699.21 22 7.250 699.21 PRINCEVILLE HI 96722 5 09/24/01 00 0433367240 03 11/01/01 0 513672 O 10/01/31 0 5500847 L38/G01 F 389,550.00 ZZ 360 388,537.35 1 6.750 2,526.62 80 6.500 2,526.62 RANCHO SANTA MA CA 92688 1 08/24/01 00 0433399995 05 10/01/01 0 07060000000257 O 09/01/31 0 5502661 994/994 F 320,000.00 ZZ 360 319,724.49 1 6.750 2,075.51 80 6.500 2,075.51 OAKLAND CA 94611 1 10/09/01 00 718798522 05 12/01/01 0 718798522 O 11/01/31 0 1 5563765 757/G01 F 520,000.00 ZZ 360 519,594.35 1 7.250 3,547.32 78 7.000 3,547.32 SANDWICH MA 02563 1 10/11/01 00 0433306636 05 12/01/01 0 2HAGENTREV O 11/01/31 0 5564323 M29/G01 F 197,500.00 ZZ 360 197,175.28 1 7.000 1,313.97 79 6.750 1,313.97 AURORA CO 80016 2 09/25/01 00 0433254349 05 11/01/01 0 010929JG O 10/01/31 0 5571452 144/144 F 163,500.00 ZZ 360 163,115.04 1 7.250 1,115.36 75 7.000 1,115.36 SOUTHOLD NY 11971 1 08/23/01 00 160672022 05 10/01/01 0 160672022 O 09/01/31 0 5574519 E22/G01 F 251,000.00 ZZ 360 250,597.37 1 7.125 1,691.03 90 6.875 1,691.03 FRUIT HEIGHTS UT 84037 2 09/07/01 01 0413011560 05 11/01/01 25 0413011560 O 10/01/31 0 5581821 405/405 F 330,000.00 ZZ 360 327,426.63 1 7.500 2,307.41 76 6.750 2,307.41 LOMPOC CA 93436 2 07/10/01 00 0012306403 03 09/01/01 0 0012306403 O 08/01/31 0 5581858 405/405 F 348,000.00 ZZ 360 347,128.11 1 7.250 2,373.98 80 6.750 2,373.98 1 PACIFICA CA 94044 1 08/14/01 00 0017646043 05 10/01/01 0 0017646043 O 09/01/31 0 5581860 405/405 F 337,550.00 ZZ 360 336,350.34 1 7.250 2,302.69 69 6.750 2,302.69 SANTA CLARA CA 95051 2 08/01/01 00 0017650250 05 10/01/01 0 0017650250 O 09/01/31 0 5581883 405/405 F 305,000.00 ZZ 360 304,281.88 1 7.250 2,080.64 51 6.750 2,080.64 SANTA CRUZ CA 95060 2 08/16/01 00 0017676115 05 10/01/01 0 0017676115 O 09/01/31 0 5582118 405/405 F 342,000.00 ZZ 360 341,233.77 1 7.500 2,391.32 76 6.750 2,391.32 DANA POINT CA 92624 2 08/07/01 00 0019903913 05 10/01/01 0 0019903913 O 09/01/31 0 5583183 N47/G01 F 322,000.00 ZZ 360 322,000.00 1 6.875 2,115.31 75 6.625 2,115.31 SAN JOSE CA 95148 2 11/12/01 00 0433397858 05 01/01/02 0 20311338 O 12/01/31 0 5607790 E86/G01 F 71,000.00 ZZ 360 70,945.98 1 7.375 490.37 90 7.125 490.37 SUPERIOR WI 54880 1 10/18/01 11 0433350378 05 12/01/01 25 0000143633 O 11/01/31 0 1 5607848 994/X14 F 376,500.00 ZZ 360 376,072.10 1 7.125 2,536.55 75 6.875 2,536.55 BLOOMFIELD TOWN MI 48302 5 10/03/01 00 2918854499 05 12/01/01 0 2918854499 O 11/01/31 0 5611673 356/G01 F 474,200.00 ZZ 360 473,820.78 1 7.125 3,194.78 80 6.875 3,194.78 GILROY CA 95020 2 10/09/01 00 0433356698 05 12/01/01 0 28851491 O 11/01/31 0 5620348 964/G01 F 270,000.00 ZZ 360 269,784.09 1 7.125 1,819.04 43 6.875 1,819.04 WATSONVILEE CA 95076 5 10/01/01 00 0433258928 05 12/01/01 0 140193 O 11/01/31 0 5622640 964/G01 F 302,500.00 ZZ 360 302,500.00 1 6.875 1,987.21 55 6.625 1,987.21 BERKELEY CA 94703 2 11/05/01 00 0433421641 05 01/01/02 0 151126 O 12/01/31 0 5626624 E84/G01 F 292,500.00 ZZ 360 291,143.93 1 7.375 2,020.22 75 7.125 2,020.22 CLAYTON CA 94517 5 05/10/01 00 0433199452 03 07/01/01 0 15401808 O 06/01/31 0 5626950 G33/G01 F 320,800.00 ZZ 360 320,285.40 1 1 7.125 2,161.29 80 6.875 2,161.29 CHICAGO IL 60640 1 09/11/01 00 0433372331 01 11/01/01 0 50113 O 10/01/31 0 5637484 356/G01 F 350,000.00 ZZ 360 349,726.96 1 7.250 2,387.62 47 7.000 2,387.62 OAKLAND CA 94610 5 10/09/01 00 0433348844 05 12/01/01 0 2874469 O 11/01/31 0 5638723 477/G01 F 110,000.00 ZZ 360 109,836.21 1 7.500 769.14 62 7.250 769.14 PALM DESERT CA 92260 5 09/26/01 00 0433363934 05 11/01/01 0 122781 O 10/01/31 0 5640482 F62/F62 F 234,000.00 ZZ 360 233,605.71 1 6.875 1,537.21 75 6.625 1,537.21 COOPER CITY FL 33330 1 09/28/01 00 1 05 11/01/01 0 1 O 10/01/31 0 5647951 E23/G01 F 123,000.00 ZZ 360 122,899.18 1 7.000 818.32 47 6.750 818.32 ROHNERT PARK CA 94928 5 10/12/01 00 0433388576 09 12/01/01 0 61002500 O 11/01/31 0 5648341 286/286 F 295,900.00 ZZ 360 295,203.31 1 7.250 2,018.56 80 7.000 2,018.56 MISSION VIEJO CA 92692 1 08/15/01 00 9874925 03 10/01/01 0 1 9874925 O 09/01/31 0 5649778 E60/G01 F 314,000.00 T 360 313,742.62 1 7.000 2,089.05 70 6.750 2,089.05 PISMO BEACH CA 93449 1 10/23/01 00 0433333812 03 12/01/01 0 513524 O 11/01/31 0 5650647 E23/G01 F 360,000.00 ZZ 360 359,697.56 1 6.875 2,364.94 49 6.625 2,364.94 CARMICHAEL CA 95628 1 10/01/01 00 0433398666 05 12/01/01 0 61002493 O 11/01/31 0 5654971 E11/G01 F 372,500.00 ZZ 360 371,887.56 1 7.000 2,478.25 74 6.750 2,478.25 LINO LAKES MN 55110 5 10/01/01 00 0433344017 05 11/01/01 0 0014001034547 O 10/01/31 0 5659951 286/286 F 350,000.00 ZZ 360 349,068.48 1 6.625 2,241.09 67 6.375 2,241.09 DENVILLE NJ 07834 1 08/03/01 00 448188 05 10/01/01 0 448188 O 09/01/31 0 5660060 286/286 F 340,300.00 ZZ 360 339,372.08 1 6.500 2,150.93 80 6.250 2,150.93 ERIE CO 80516 1 08/10/01 00 511478 05 10/01/01 0 511478 O 09/01/31 0 1 5661147 E85/G01 F 330,800.00 ZZ 360 330,522.09 1 6.875 2,173.12 80 6.625 2,173.12 ALAMEDA CA 94502 1 10/02/01 00 0433348588 09 12/01/01 0 6000368 O 11/01/31 0 5673878 356/G01 F 355,000.00 ZZ 360 354,723.06 1 7.250 2,421.73 33 7.000 2,421.73 FREMONT CA 94539 5 10/23/01 00 0433387156 05 12/01/01 0 2900926 O 11/01/31 0 5677603 B57/G01 F 430,000.00 ZZ 360 429,647.53 1 7.000 2,860.80 56 6.750 2,860.80 LOS ANGELES CA 90045 5 10/16/01 00 0433350972 05 12/01/01 0 2116659 O 11/01/31 0 5678170 E82/G01 F 252,200.00 ZZ 360 251,815.02 1 7.375 1,741.88 48 7.125 1,741.88 THOUSAND OAKS CA 91362 2 09/21/01 00 0400487427 05 11/01/01 0 3901179 O 10/01/31 0 5678386 926/926 F 400,000.00 ZZ 352 398,360.06 1 7.250 2,746.22 31 7.000 2,746.22 BLUFFTON SC 29910 2 08/01/01 00 162002228 03 09/01/01 0 162002228 O 12/01/30 0 5682839 B57/G01 F 289,800.00 ZZ 360 289,562.45 1 7.000 1,928.05 90 6.750 1,928.05 1 TORRANCE CA 90504 2 10/04/01 10 0433272531 05 12/01/01 25 2116823 O 11/01/31 0 5684761 025/025 F 400,950.00 ZZ 360 391,124.06 1 7.000 2,667.53 80 6.750 2,667.53 ATLANTA GA 30318 1 03/09/01 00 0020143590 03 05/01/01 0 0020143590 O 04/01/31 0 5687509 964/G01 F 308,000.00 ZZ 360 307,728.26 1 6.625 1,972.16 65 6.375 1,972.16 LITTLETON CO 80124 2 10/29/01 00 0433392727 05 12/01/01 0 155483 O 11/01/31 0 5693164 W94/G01 F 392,000.00 ZZ 360 391,701.72 1 7.375 2,707.45 80 7.125 2,707.45 ROSEVILLE CA 95678 2 10/08/01 00 0433392131 05 12/01/01 0 0181009 O 11/01/31 0 5695839 964/G01 F 362,600.00 ZZ 360 362,280.08 1 6.625 2,321.77 70 6.375 2,321.77 DALY CITY CA 94014 1 10/17/01 00 0433387008 05 12/01/01 0 154670 O 11/01/31 0 5696482 944/G01 F 304,000.00 ZZ 360 303,738.26 1 6.750 1,971.74 80 6.500 1,971.74 SAN JOSE CA 95121 1 10/04/01 00 0433385226 05 12/01/01 0 W01082300 O 11/01/31 0 1 5711841 994/X14 F 637,500.00 ZZ 360 636,964.42 1 6.875 4,187.92 75 6.625 4,187.92 BERKELEY CA 94705 1 10/11/01 00 718910176 05 12/01/01 0 718910176 O 11/01/31 0 5716486 R65/G01 F 371,500.00 ZZ 360 371,187.90 1 6.875 2,440.49 54 6.625 2,440.49 ISSAQUAH WA 98027 2 10/08/01 00 0433319696 05 12/01/01 0 1 O 11/01/31 0 5718169 M27/G01 F 385,450.00 ZZ 360 385,163.94 1 7.500 2,695.12 88 7.250 2,695.12 CARY NC 27513 2 10/09/01 04 0433402476 03 12/01/01 25 600686871 O 11/01/31 0 5721390 L38/G01 F 650,000.00 ZZ 360 648,904.71 1 6.875 4,270.04 59 6.625 4,270.04 COLTS NECK NJ 07722 1 09/21/01 00 0433284254 05 11/01/01 0 093404411 O 10/01/31 0 5722167 W49/G01 F 330,800.00 ZZ 360 330,500.95 1 6.500 2,090.88 78 6.250 2,090.88 NOVI MI 48374 5 11/01/01 00 0433366986 05 12/06/01 0 2001026901 O 11/06/31 0 5722179 E33/G01 F 525,000.00 ZZ 360 524,071.06 1 1 6.625 3,361.63 63 6.375 3,361.63 LAKE BLUFF IL 60044 1 10/01/01 00 0433386497 03 11/01/01 0 1 O 10/01/31 0 5724083 E22/G01 F 295,000.00 ZZ 360 294,752.16 1 6.875 1,937.94 64 6.625 1,937.94 CHARLESTON SC 29412 2 09/25/01 00 0413026667 05 12/01/01 0 0413026667 O 11/01/31 0 5724129 E22/G01 F 225,000.00 ZZ 360 224,630.06 1 7.000 1,496.93 42 6.750 1,496.93 DALLAS TX 75214 5 09/25/01 00 0413058249 03 11/01/01 0 0413058249 O 10/01/31 0 5727711 356/G01 F 303,600.00 ZZ 360 303,357.22 1 7.125 2,045.41 58 6.875 2,045.41 SAN LEANDRO CA 94577 2 10/11/01 00 0433381381 05 12/01/01 0 2899128 O 11/01/31 0 5728555 994/994 F 638,700.00 ZZ 360 637,269.08 1 7.500 4,465.88 80 7.250 4,465.88 HENDERSON NV 89052 1 08/13/01 00 0218569493 03 10/01/01 0 0218569493 O 09/01/31 0 5728966 511/511 F 305,000.00 ZZ 360 304,750.00 1 7.000 2,029.17 75 6.750 2,029.17 VALLEJO CA 94591 2 10/24/01 00 4006540 05 12/01/01 0 1 4006540 O 11/01/31 0 5729015 994/X14 F 338,400.00 T 360 338,122.61 1 7.000 2,251.39 90 6.750 2,251.39 BEACH HAVEN NJ 08008 1 10/05/01 04 1000292937 01 12/01/01 25 1000292937 O 11/01/31 0 5729179 356/G01 F 390,000.00 ZZ 360 389,695.76 1 7.250 2,660.49 80 7.000 2,660.49 FREMONT CA 94536 2 10/16/01 00 0433385465 05 12/01/01 0 2898401 O 11/01/31 0 5729409 356/G01 F 315,000.00 ZZ 360 314,748.09 1 7.125 2,122.22 50 6.875 2,122.22 SAN RAMON CA 94583 5 10/20/01 00 0433391968 03 12/01/01 0 28851756 O 11/01/31 0 5734332 356/G01 F 329,000.00 ZZ 360 328,743.35 1 7.250 2,244.36 60 7.000 2,244.36 DUBLIN CA 94568 2 10/11/01 00 0433380870 05 12/01/01 0 2901023 O 11/01/31 0 5740784 944/G01 F 368,000.00 ZZ 360 367,667.31 1 6.500 2,326.02 58 6.250 2,326.02 SAMMAMISH WA 98075 2 10/09/01 00 0433332079 05 12/01/01 0 W01093061 O 11/01/31 0 1 5743424 550/550 F 340,000.00 ZZ 360 339,435.45 1 6.950 2,250.63 26 6.700 2,250.63 GLEN ELLEN CA 95442 2 09/20/01 00 120526715 05 11/01/01 0 120526715 O 10/01/31 0 5746450 964/G01 F 305,400.00 ZZ 360 305,400.00 1 6.750 1,980.82 80 6.500 1,980.82 CARLSBAD CA 92009 1 11/02/01 00 0433356623 05 01/01/02 0 141759 O 12/01/31 0 5749314 477/G01 F 690,820.00 ZZ 360 689,711.84 1 7.125 4,654.18 65 6.875 4,654.18 MILL VALLEY CA 94941 1 09/14/01 00 0433396199 05 11/01/01 0 130243 O 10/01/31 0 5751486 E23/G01 F 320,000.00 ZZ 360 320,000.00 1 6.625 2,049.00 80 6.375 2,049.00 HAYWARD CA 94541 1 11/07/01 00 0433425709 05 01/01/02 0 61002578 O 12/01/31 0 5756720 964/G01 F 479,000.00 ZZ 360 479,000.00 1 7.000 3,186.80 69 6.750 3,186.80 SAN JOSE CA 95148 2 10/29/01 00 0433396843 05 01/01/02 0 156949 O 12/01/31 0 5757200 964/G01 F 399,900.00 ZZ 360 399,900.00 1 6.626 2,560.87 77 6.376 2,560.87 1 PETALUMA CA 94954 1 11/08/01 00 0433416179 05 01/01/02 0 400154855 O 12/01/31 0 5757294 964/G01 F 396,000.00 ZZ 360 396,000.00 1 6.875 2,601.44 80 6.625 2,601.44 NEVADA CITY CA 95959 2 11/05/01 00 0433391190 05 01/01/02 0 156901 O 12/01/31 0 5766882 E82/G01 F 270,900.00 ZZ 360 270,476.06 1 7.250 1,848.02 70 7.000 1,848.02 WATSONVILLE CA 95076 2 10/01/01 00 0400499026 05 11/01/01 0 1984520 O 10/01/31 0 5768646 356/G01 F 402,600.00 ZZ 360 400,133.85 1 7.375 2,780.66 80 7.125 2,780.66 CASTRO VALLEY CA 94546 1 09/06/01 00 0433415437 05 11/01/01 0 2850428 O 10/01/31 0 5770470 964/G01 F 372,000.00 ZZ 360 372,000.00 1 7.250 2,537.70 80 7.000 2,537.70 COSTA MESA CA 92627 2 11/02/01 00 0433398484 05 01/01/02 0 152211 O 12/01/31 0 5772230 Q97/G01 F 329,600.00 ZZ 360 329,323.09 1 6.875 2,165.24 80 6.625 2,165.24 BOSTON MA 02201 1 10/12/01 00 0433394707 08 12/01/01 0 16100145 O 11/01/31 0 1 5776508 L46/L46 F 332,450.00 ZZ 360 331,889.78 1 6.875 2,183.97 51 6.625 2,183.97 BLOOMFIELD HILL MI 48302 2 10/10/01 00 0003026192 05 11/01/01 0 0003026192 O 10/01/31 0 5776882 H47/G01 F 406,192.00 ZZ 360 405,824.80 1 6.500 2,567.41 80 6.250 2,567.41 GOLDEN CO 80401 1 10/12/01 00 0433388725 03 12/01/01 0 1621193192 O 11/01/31 0 5778878 D03/D03 F 356,000.00 ZZ 360 356,000.00 1 6.750 2,309.01 72 6.500 2,309.01 SAN CARLOS CA 94070 5 11/05/01 00 ZARIN1010001192 05 01/01/02 0 ZARIN1010001192 O 12/01/31 0 5778950 964/G01 F 382,000.00 ZZ 360 381,702.01 1 7.250 2,605.91 59 7.000 2,605.91 SAN JOSE CA 95127 5 10/29/01 00 0433363512 05 12/01/01 0 143716 O 11/01/31 0 5782758 Q57/G01 F 480,000.00 ZZ 360 479,586.73 1 6.750 3,113.27 74 6.500 3,113.27 NEWPORT BEACH CA 92661 5 10/09/01 00 0433388626 05 12/01/01 0 10001342 O 11/01/31 0 5782944 H58/G01 F 400,000.00 ZZ 360 399,672.12 1 1 7.000 2,661.21 69 6.750 2,661.21 PORTLAND OR 97229 5 10/15/01 00 0433358553 05 12/01/01 0 0000077853 O 11/01/31 0 5807626 Q73/G01 F 384,000.00 ZZ 360 383,677.39 1 6.875 2,522.61 77 6.625 2,522.61 RAYMOND MS 39154 2 10/26/01 00 0433388931 05 12/01/01 0 2858357 O 11/01/31 0 5811920 E22/G01 F 195,000.00 ZZ 360 194,836.18 1 6.875 1,281.01 74 6.625 1,281.01 DALLAS TX 75209 1 10/04/01 00 0413090366 07 12/01/01 0 0413090366 O 11/01/31 0 5814078 R65/G01 F 367,000.00 ZZ 360 366,672.08 1 6.560 2,334.19 78 6.310 2,334.19 ALEXANDRIA VA 22314 2 10/29/01 00 0433395621 05 12/01/01 0 20015323 O 11/01/31 0 5816694 964/G01 F 328,000.00 ZZ 360 327,731.14 1 7.000 2,182.19 66 6.750 2,182.19 IRVINE CA 92612 2 10/24/01 00 0433328747 03 12/01/01 0 156224 O 11/01/31 0 5820208 U62/G01 F 450,000.00 ZZ 360 449,631.14 1 7.000 2,993.86 57 6.750 2,993.86 ATLANTA GA 30305 5 10/16/01 00 0433297041 05 12/01/01 0 1 2001300187 O 11/01/31 0 5820552 H47/G01 F 311,581.00 ZZ 360 311,337.93 1 7.250 2,125.54 90 7.000 2,125.54 FORT COLLINS CO 80528 1 10/11/01 04 0433386489 03 12/01/01 25 1621193143 O 11/01/31 0 5822842 964/G01 F 319,600.00 ZZ 360 319,338.02 1 7.000 2,126.31 80 6.750 2,126.31 LA PALMA CA 90623 1 10/31/01 00 0433367356 05 12/01/01 0 150613 O 11/01/31 0 5824918 950/G01 F 332,000.00 ZZ 360 331,714.15 1 6.750 2,153.35 49 6.500 2,153.35 LAKE OSWEGO OR 97034 2 10/11/01 00 0433322617 05 12/01/01 0 YC109009 O 11/01/31 0 5825662 964/G01 F 426,000.00 ZZ 360 425,642.11 1 6.875 2,798.52 67 6.625 2,798.52 SAN RAMON CA 94583 5 10/31/01 00 0433351038 03 12/01/01 0 151102 O 11/01/31 0 5832110 944/G01 F 355,000.00 ZZ 360 354,694.35 1 6.750 2,302.53 60 6.500 2,302.53 SAN BRUNO CA 94066 5 10/23/01 00 0433367265 05 12/01/01 0 W01082606 O 11/01/31 0 1 5833120 964/G01 F 317,700.00 ZZ 360 317,700.00 1 6.750 2,060.60 39 6.500 2,060.60 HUNTINGTON BEAC CA 92648 2 11/08/01 00 0433425626 05 01/01/02 0 148328 O 12/01/31 0 5833902 964/G01 F 392,500.00 ZZ 360 392,500.00 1 6.750 2,545.75 73 6.500 2,545.75 SAN BRUNO CA 94066 1 11/01/01 00 0433355096 05 01/01/02 0 400156015 O 12/01/31 0 5834120 356/G01 F 330,000.00 ZZ 360 329,736.10 1 7.125 2,223.28 60 6.875 2,223.28 DANVILLE CA 94526 2 10/22/01 00 0433384799 03 12/01/01 0 28851236 O 11/01/31 0 5837060 Q97/G01 F 380,000.00 ZZ 360 379,680.75 1 6.875 2,496.33 75 6.625 2,496.33 NORTH WALES PA 19454 2 10/18/01 00 0433405172 05 12/01/01 0 16100238 O 11/01/31 0 5840352 A06/G01 F 393,500.00 ZZ 360 393,152.82 1 6.625 2,519.63 44 6.375 2,519.63 FRANKLIN MI 48025 2 10/29/01 00 0433339140 05 12/01/01 0 001000010013280 O 11/01/31 0 5841652 R65/G01 F 338,000.00 ZZ 360 337,708.99 1 6.750 2,192.26 52 6.500 2,192.26 1 REDWOOD CITY CA 94062 5 10/29/01 00 0433383098 05 12/01/01 0 1 O 11/01/31 0 5845230 964/G01 F 399,950.00 ZZ 360 399,622.16 1 7.000 2,660.88 66 6.750 2,660.88 MURRIETA AREA CA 92562 2 10/29/01 00 0433361458 05 12/01/01 0 43262 O 11/01/31 0 5846860 964/G01 F 600,000.00 ZZ 360 600,000.00 1 6.750 3,891.59 36 6.500 3,891.59 SANTA CRUZ CA 95060 1 11/13/01 00 0433416211 05 01/01/02 0 155686 O 12/01/31 0 5848092 964/G01 F 380,000.00 ZZ 360 379,672.83 1 6.750 2,464.67 70 6.500 2,464.67 MISSION VIEJO CA 92692 2 10/22/01 00 0433350949 03 12/01/01 0 153787 O 11/01/31 0 5850462 N47/G01 F 356,500.00 ZZ 360 355,993.18 1 6.625 2,282.71 75 6.375 2,282.71 CANTON GA 30114 2 10/15/01 00 0433298221 03 12/01/01 0 40112545 O 11/01/31 0 5850782 L60/F27 F 368,000.00 ZZ 360 367,067.17 1 6.875 2,417.50 64 6.625 2,417.50 FAIRFAX VA 22030 1 08/16/01 00 6920125318 05 10/01/01 0 6920125318 O 09/01/31 0 1 5853766 E23/G01 F 365,000.00 ZZ 360 364,693.36 1 6.875 2,397.79 60 6.625 2,397.79 SAN JOSE CA 95148 5 10/11/01 00 0433425147 05 12/01/01 0 61002570 O 11/01/31 0 5854316 H58/G01 F 368,000.00 ZZ 360 367,690.83 1 6.875 2,417.50 66 6.625 2,417.50 EL MACERO CA 95618 5 10/17/01 00 0433401213 05 12/01/01 0 0000077808 O 11/01/31 0 5854772 964/G01 F 368,000.00 ZZ 360 368,000.00 1 6.875 2,417.50 80 6.625 2,417.50 SAN JOSE CA 95129 1 11/12/01 00 0433416377 05 01/01/02 0 146136 O 12/01/31 0 5855058 R65/G01 F 275,000.00 ZZ 360 274,751.39 1 6.500 1,738.19 67 6.250 1,738.19 SAINT PETERSBUR FL 33711 2 10/16/01 00 0433368925 05 12/01/01 0 1 O 11/01/31 0 5857714 N47/G01 F 649,950.00 ZZ 360 649,950.00 1 6.625 4,161.70 65 6.375 4,161.70 BERKELEY CA 94707 1 11/01/01 00 0433395407 05 01/01/02 0 20211595 O 12/01/31 0 5857908 964/G01 F 321,500.00 ZZ 360 321,500.00 1 1 6.875 2,112.03 79 6.625 2,112.03 WOODLAND HILLS CA 91364 2 11/01/01 00 0433370350 05 01/01/02 0 158332 O 12/01/31 0 5857934 B57/G01 F 303,000.00 ZZ 360 303,000.00 1 7.125 2,041.37 71 6.875 2,041.37 PASADENA CA 91107 2 11/01/01 00 0433385887 05 01/01/02 0 2160315 O 12/01/31 0 5858022 Q59/G01 F 367,000.00 ZZ 360 366,691.67 1 6.875 2,410.93 71 6.625 2,410.93 IRVINE CA 92614 1 10/12/01 00 0433349602 05 12/01/01 0 304199 O 11/01/31 0 5858960 U62/G01 F 293,000.00 ZZ 360 292,728.62 1 6.375 1,827.94 49 6.125 1,827.94 SAN JOSE CA 95112 5 10/13/01 00 0433351129 05 12/01/01 0 2001305257 O 11/01/31 0 5861642 964/G01 F 344,200.00 ZZ 360 343,896.32 1 6.625 2,203.95 50 6.375 2,203.95 SEBASTOPOL CA 95472 2 10/16/01 00 0433364817 05 12/01/01 0 149075 O 11/01/31 0 5866500 N47/G01 F 350,000.00 ZZ 360 349,691.20 1 6.625 2,241.09 69 6.375 2,241.09 SAN DIEGO CA 92121 5 10/22/01 00 0433346111 03 12/01/01 0 1 30112036 O 11/01/31 0 5868342 B57/G01 F 428,800.00 ZZ 360 428,439.76 1 6.875 2,816.91 75 6.625 2,816.91 SANTA CLARITA CA 91321 1 10/01/01 00 0433373107 05 12/01/01 0 2117084 O 11/01/31 0 5870984 U62/G01 F 81,600.00 ZZ 240 81,440.96 1 6.875 626.54 80 6.625 626.54 COPPELL TX 75019 5 10/19/01 00 0433357761 05 12/01/01 0 2001295996 O 11/01/21 0 5871464 696/G01 F 350,000.00 ZZ 360 349,705.96 1 6.875 2,299.25 64 6.625 2,299.25 FAIRFAX VA 22031 2 10/24/01 00 0433306875 03 12/01/01 0 24501202 O 11/01/31 0 5872870 G52/G01 F 294,500.00 ZZ 360 294,275.91 1 7.375 2,034.04 95 7.125 2,034.04 SAN GABRIEL (AR CA 91775 1 10/09/01 10 0433387024 05 12/01/01 30 8905001823 O 11/01/31 0 5873830 964/G01 F 381,500.00 ZZ 360 381,171.54 1 6.750 2,474.40 72 6.500 2,474.40 BELLEVUE WA 98005 2 10/16/01 00 0433316205 03 12/01/01 0 153055 O 11/01/31 0 1 5875484 L85/G01 F 600,000.00 ZZ 360 599,483.41 1 6.750 3,891.59 58 6.500 3,891.59 WOODSIDE CA 94062 2 10/26/01 00 0433367810 05 12/01/01 0 10109069CA O 11/01/31 0 5877298 Q46/G01 F 425,000.00 ZZ 360 424,634.09 1 6.750 2,756.54 57 6.500 2,756.54 WATSONVILLE CA 95076 5 10/22/01 00 0433342722 05 12/01/01 0 B0109040 O 11/01/31 0 5877446 944/G01 F 338,000.00 ZZ 360 337,701.78 1 6.625 2,164.26 30 6.375 2,164.26 BELLEVUE WA 98006 2 10/12/01 00 0433320504 05 12/01/01 0 W01093199 O 11/01/31 0 5879126 356/G01 F 431,500.00 ZZ 360 431,154.93 1 7.125 2,907.10 63 6.875 2,907.10 UNION CITY CA 94587 2 10/19/01 00 0433424827 05 12/01/01 0 2903466 O 11/01/31 0 5879338 356/G01 F 400,000.00 ZZ 360 399,687.96 1 7.250 2,728.71 73 7.000 2,728.71 SAN JOSE CA 95123 5 10/19/01 00 0433388568 05 12/01/01 0 2900363 O 11/01/31 0 5879884 964/G01 F 325,700.00 ZZ 360 325,412.65 1 6.625 2,085.49 80 6.375 2,085.49 1 HUNTINGTON BEAC CA 92646 1 10/31/01 00 0433356078 05 12/01/01 0 155093 O 11/01/31 0 5880052 E60/G01 F 500,000.00 ZZ 360 499,579.93 1 6.875 3,284.65 59 6.625 3,284.65 PISMO BEACH CA 93449 2 10/17/01 00 0433346319 03 12/01/01 0 513838 O 11/01/31 0 5883172 975/G01 F 315,000.00 ZZ 360 314,728.80 1 6.750 2,043.08 70 6.500 2,043.08 ROWLAND HEIGHTS CA 91748 1 10/25/01 00 0433385184 05 12/01/01 0 2014593 O 11/01/31 0 5892678 944/G01 F 311,250.00 ZZ 360 310,982.01 1 6.750 2,018.77 75 6.500 2,018.77 SAN JOSE CA 95111 1 10/19/01 00 0433376910 05 12/01/01 0 W01082639 O 11/01/31 0 5894508 356/G01 F 492,000.00 ZZ 360 491,606.55 1 7.125 3,314.70 61 6.875 3,314.70 SAN RAMON CA 94583 2 10/22/01 00 0433386174 03 12/01/01 0 2903102 O 11/01/31 0 5895024 893/G01 F 368,000.00 ZZ 360 367,712.92 1 7.250 2,510.41 58 7.000 2,510.41 PALO ALTO CA 94306 2 10/12/01 00 0433315231 01 12/01/01 0 H10921041 O 11/01/31 0 1 5896662 Q14/G01 F 919,750.00 ZZ 360 919,750.00 1 6.875 6,042.10 65 6.625 6,042.10 SCOTTSDALE AZ 82529 1 11/06/01 00 0433395167 05 01/01/02 0 0105639 O 12/01/31 0 5897672 964/G01 F 323,000.00 ZZ 360 323,000.00 1 6.875 2,121.88 63 6.625 2,121.88 LONG BEACH CA 90803 5 11/02/01 00 0433402112 05 01/01/02 0 148758 O 12/01/31 0 5897994 E60/G01 F 1,000,000.00 ZZ 360 999,180.31 1 7.000 6,653.02 63 6.750 6,653.02 WESTLAKE VILLAG CA 91362 2 10/22/01 00 0433409695 03 12/01/01 0 521800 O 11/01/31 0 5902998 B57/G01 F 342,000.00 ZZ 360 342,000.00 1 6.875 2,246.70 76 6.625 2,246.70 PASADENA CA 91104 2 11/06/01 00 0433378916 05 01/01/02 0 2160321 O 12/01/31 0 5903382 893/G01 F 350,000.00 ZZ 360 349,691.20 1 6.625 2,241.09 46 6.375 2,241.09 FOSTER CITY CA 94404 5 10/17/01 00 0433378882 05 12/01/01 0 H11001031 O 11/01/31 0 5905788 B44/G01 F 247,950.00 ZZ 360 247,950.00 1 1 7.000 1,649.62 95 6.750 1,649.62 FREMONT CA 94536 1 11/01/01 19 0433393162 01 01/01/02 30 3011809 O 12/01/31 0 5910314 944/G01 F 288,000.00 ZZ 360 288,000.00 1 6.750 1,867.97 72 6.500 1,867.97 FOREST HILL MD 21050 2 11/20/01 00 0433421914 05 01/01/02 0 W01094347 O 12/01/31 0 5912858 964/G01 F 262,500.00 ZZ 360 262,273.99 1 6.750 1,702.57 70 6.500 1,702.57 SCOTTSDALE AZ 85253 5 10/30/01 00 0433394137 05 12/01/01 0 159044 O 11/01/31 0 5916196 964/G01 F 379,000.00 ZZ 360 378,681.59 1 6.875 2,489.76 78 6.625 2,489.76 TARZANA AREA CA 91356 2 10/30/01 00 0433374113 05 12/01/01 0 155110 O 11/01/31 0 5917972 E11/G01 F 332,000.00 ZZ 360 331,707.09 1 6.625 2,125.83 80 6.375 2,125.83 MAPLE GROVE MN 55311 1 10/25/01 00 0433342979 05 12/01/01 0 0008001021389 O 11/01/31 0 5927374 964/G01 F 450,000.00 ZZ 360 450,000.00 1 6.875 2,956.18 65 6.625 2,956.18 MANHATTAN BEACH CA 90266 1 11/06/01 00 0433412863 05 01/01/02 0 1 153261 O 12/01/31 0 5928620 N47/G01 F 379,600.00 ZZ 360 379,600.00 1 7.000 2,525.49 80 6.750 2,525.49 PITTSBURG CA 94565 1 11/01/01 00 0433386083 05 01/01/02 0 20211533 O 12/01/31 0 5935442 E82/G01 F 318,200.00 ZZ 360 317,919.26 1 6.625 2,037.47 80 6.375 2,037.47 DANVERS MA 01923 2 10/10/01 00 0400501565 05 12/01/01 0 3856023 O 11/01/31 0 5935446 E82/G01 F 86,000.00 ZZ 360 85,940.82 1 7.875 623.56 74 7.625 623.56 OAKDALE MN 55128 2 10/09/01 00 0400451175 05 12/01/01 0 1960145 O 11/01/31 0 5937586 W68/G01 F 500,000.00 ZZ 360 499,569.51 1 6.750 3,242.99 70 6.500 3,242.99 CORRALES NM 87048 5 10/12/01 00 0433359411 05 12/01/01 0 22626 O 11/01/31 0 5938536 E60/G01 F 215,000.00 ZZ 360 214,819.37 1 6.875 1,412.40 72 6.625 1,412.40 SAN DIEGO CA 92122 2 10/17/01 00 0433371598 01 12/01/01 0 525288 O 11/01/31 0 1 5939036 026/G01 F 715,000.00 ZZ 360 714,413.91 1 7.000 4,756.92 69 6.750 4,756.92 WASHINGTON DC 20016 2 10/03/01 00 0433300894 05 12/01/01 0 0201406578 O 11/01/31 0 5939642 A06/G01 F 450,000.00 ZZ 360 449,602.97 1 6.625 2,881.40 68 6.375 2,881.40 BIRMINGHAM MI 48009 2 10/25/01 00 0433377348 05 12/01/01 0 001000010013264 O 11/01/31 0 5942326 U62/G01 F 370,000.00 ZZ 360 369,689.15 1 6.875 2,430.64 78 6.625 2,430.64 NYACK NY 10960 2 10/19/01 00 0433356458 05 12/01/01 0 2001259026 O 11/01/31 0 5944046 B57/G01 F 520,000.00 ZZ 360 519,573.76 1 7.000 3,459.57 62 6.750 3,459.57 MANHATTAN BEACH CA 90266 1 10/23/01 00 0433388287 05 12/01/01 0 2117667 O 11/01/31 0 5946166 696/G01 F 370,000.00 ZZ 360 369,689.15 1 6.875 2,430.64 42 6.625 2,430.64 WASHINGTON DC 20007 5 11/01/01 00 0433392172 09 12/01/01 0 25601265 O 11/01/31 0 5947390 964/G01 F 326,000.00 ZZ 360 325,719.32 1 6.750 2,114.43 60 6.500 2,114.43 1 WALNUT CREEK CA 94595 5 10/29/01 00 0433387057 05 12/01/01 0 153587 O 11/01/31 0 5947578 E47/G01 F 388,604.00 ZZ 360 388,252.70 1 6.500 2,456.24 77 6.250 2,456.24 LITTLETON CO 80127 2 10/22/01 00 0433309630 05 12/01/01 0 7332019561 O 11/01/31 0 5950302 964/G01 F 562,000.00 ZZ 360 561,516.13 1 6.750 3,645.12 80 6.500 3,645.12 AURORA CO 80016 1 10/31/01 00 0433424744 03 12/01/01 0 156476 O 11/01/31 0 5950458 893/G01 F 410,000.00 ZZ 360 410,000.00 1 6.750 2,659.25 50 6.500 2,659.25 FOSTER CITY CA 94404 2 11/01/01 00 0433394376 05 01/01/02 0 M11015031 O 12/01/31 0 5951120 696/G01 F 325,350.00 ZZ 360 325,048.66 1 6.375 2,029.76 72 6.125 2,029.76 MCLEAN VA 22101 2 10/22/01 00 0433306883 05 12/01/01 0 23301315 O 11/01/31 0 5954096 G75/G75 F 428,000.00 ZZ 360 427,296.29 1 7.000 2,847.50 80 6.750 2,847.50 MCLEAN VA 22101 1 10/05/01 00 04464551 05 11/01/01 0 04464551 O 10/01/31 0 1 5959998 P44/G01 F 400,000.00 ZZ 360 399,655.61 1 6.750 2,594.39 45 6.500 2,594.39 DUXBURY MA 02332 2 10/10/01 00 0433309416 05 12/01/01 0 999999999 O 11/01/31 0 5961858 E82/G01 F 351,400.00 ZZ 360 351,125.87 1 7.250 2,397.17 76 7.000 2,397.17 N ANDOVER MA 01810 2 10/10/01 00 0400501409 05 12/01/01 0 1937216 O 11/01/31 0 5967342 N47/G01 F 620,000.00 ZZ 360 619,504.20 1 7.125 4,177.05 80 6.875 4,177.05 SAN JOSE CA 95124 2 10/18/01 00 0433356367 05 12/01/01 0 20112063 O 11/01/31 0 5967440 964/G01 F 308,000.00 ZZ 360 308,000.00 1 7.000 2,049.13 63 6.750 2,049.13 SAN JOSE CA 95136 2 10/30/01 00 0433347796 05 01/01/02 0 156634 O 12/01/31 0 5967620 950/G01 F 333,500.00 ZZ 360 333,233.30 1 7.125 2,246.86 77 6.875 2,246.86 ISSAQUAH WA 98027 5 10/21/01 00 0433390580 05 12/01/01 0 E6104023 O 11/01/31 0 5969920 893/G01 F 399,000.00 ZZ 360 398,664.79 1 1 6.875 2,621.15 60 6.625 2,621.15 CASTRO VALLEY CA 94546 2 10/18/01 00 0433371606 05 12/01/01 0 M10626051 O 11/01/31 0 5971180 664/G01 F 340,000.00 ZZ 360 339,714.36 1 6.875 2,233.56 75 6.625 2,233.56 LOS ANGELES CA 90027 2 10/18/01 00 0433376837 05 12/01/01 0 8328072 O 11/01/31 0 5974882 R65/G01 F 361,500.00 ZZ 360 361,181.06 1 6.625 2,314.72 64 6.375 2,314.72 OWINGS MILLS MD 21117 2 10/24/01 00 0433333747 05 12/01/01 0 20015458 O 11/01/31 0 5975538 K79/G01 F 375,000.00 ZZ 360 374,669.14 1 6.625 2,401.17 54 6.375 2,401.17 SOUTHBORO MA 01772 1 10/15/01 00 0433350055 05 12/01/01 0 13531WONG O 11/01/31 0 5977604 964/G01 F 444,000.00 ZZ 360 444,000.00 1 6.750 2,879.78 80 6.500 2,879.78 SAN JOSE CA 95126 1 11/01/01 00 0433339744 05 01/01/02 0 139991 O 12/01/31 0 5978920 356/G01 F 350,000.00 ZZ 360 350,000.00 1 7.250 2,387.62 47 7.000 2,387.62 SAN JOSE CA 95124 5 10/26/01 00 0433408168 05 01/01/02 0 1 2901502 O 12/01/31 0 5979740 253/253 F 587,962.00 ZZ 360 586,995.29 1 7.000 3,911.73 37 6.750 3,911.73 HIGHLAND PARK TX 75205 2 09/12/01 00 956523 05 11/01/01 0 956523 O 10/01/31 0 5979794 Q97/G01 F 364,000.00 ZZ 360 364,000.00 1 6.875 2,391.22 75 6.625 2,391.22 NEEDHAM MA 02492 2 11/07/01 00 0433403201 05 01/01/02 0 E60KAJMODAVID O 12/01/31 0 5980074 964/G01 F 400,000.00 ZZ 360 399,672.12 1 7.000 2,661.21 60 6.750 2,661.21 SAN FRANCISCO CA 94109 5 10/23/01 00 0433362647 01 12/01/01 0 400155638 O 11/01/31 0 5980708 E11/G01 F 388,000.00 ZZ 360 387,674.04 1 6.875 2,548.88 80 6.625 2,548.88 PLYMOUTH MN 55442 1 11/01/01 00 0433358504 05 12/01/01 0 0014001034217 O 11/01/31 0 5981726 950/G01 F 323,000.00 ZZ 360 322,735.24 1 7.000 2,148.93 61 6.750 2,148.93 LIVERMORE CA 94550 2 10/23/01 00 0433390424 05 12/01/01 0 A3108032 O 11/01/31 0 1 5983344 964/G01 F 292,000.00 ZZ 360 291,760.65 1 7.000 1,942.68 80 6.750 1,942.68 DUBLIN CA 94568 1 10/24/01 00 0433350253 05 12/01/01 0 158635 O 11/01/31 0 5986074 E22/G01 F 195,000.00 ZZ 360 194,823.72 1 6.500 1,232.53 74 6.250 1,232.53 SEATAC WA 98188 2 10/05/01 00 0413102914 05 12/01/01 0 0413102914 O 11/01/31 0 5988266 994/X14 F 333,750.00 ZZ 360 333,496.04 1 7.375 2,305.15 66 7.125 2,305.15 YORK ME 03909 5 10/22/01 00 1000340668 05 12/01/01 0 1000340668 O 11/01/31 0 5992544 964/G01 F 550,000.00 ZZ 360 550,000.00 1 6.875 3,613.11 42 6.625 3,613.11 SARATOGA CA 95070 2 10/25/01 00 0433386018 05 01/01/02 0 157941 O 12/01/31 0 5995078 964/G01 F 312,000.00 ZZ 360 311,731.37 1 6.750 2,023.63 75 6.500 2,023.63 BURBANK CA 91504 5 10/26/01 00 0433346368 05 12/01/01 0 156958 O 11/01/31 0 5996352 D03/D03 F 650,000.00 ZZ 360 649,412.39 1 6.500 4,108.44 69 6.250 4,108.44 1 PALO ALTO CA 94301 5 10/23/01 00 1010001179 05 12/01/01 0 1010001179 O 11/01/31 0 5996424 964/G01 F 405,000.00 ZZ 360 405,000.00 1 6.875 2,660.56 61 6.625 2,660.56 NOVATO CA 94949 2 11/06/01 00 0433398542 05 01/01/02 0 400161906 O 12/01/31 0 5996980 F62/F62 F 285,000.00 ZZ 360 284,766.39 1 7.000 1,896.11 86 6.750 1,896.11 MIAMI FL 33176 2 10/26/01 04 23014 05 12/01/01 25 23014 O 11/01/31 0 5997818 964/G01 F 320,000.00 ZZ 300 319,597.09 1 6.875 2,236.24 63 6.625 2,236.24 RAVENSDALE WA 98051 2 10/24/01 00 0433343530 05 12/01/01 0 160977 O 11/01/26 0 5999448 356/G01 F 347,000.00 ZZ 360 346,722.50 1 7.125 2,337.81 68 6.875 2,337.81 SAN JOSE CA 95148 5 10/24/01 00 0433388477 05 12/01/01 0 28852689 O 11/01/31 0 6000814 964/G01 F 345,500.00 ZZ 360 345,500.00 1 6.875 2,269.69 56 6.625 2,269.69 SUNNYVALE CA 94086 2 11/12/01 00 0433421799 05 01/01/02 0 400161223 O 12/01/31 0 1 6007790 B57/G01 F 1,000,000.00 ZZ 360 1,000,000.00 1 6.750 6,485.98 29 6.500 6,485.98 BEVERLY HILLS CA 90210 2 11/06/01 00 0433386810 05 01/01/02 0 2117900 O 12/01/31 0 6009970 964/G01 F 366,000.00 ZZ 360 366,000.00 1 7.500 2,559.13 70 7.250 2,559.13 FAIR OAKS CA 95628 2 11/07/01 00 0433405362 05 01/01/02 0 151290 O 12/01/31 0 6011898 Q51/G01 F 322,257.00 ZZ 360 321,986.26 1 6.875 2,117.00 65 6.625 2,117.00 YORBA LINDA CA 92887 2 10/04/01 00 0433384971 05 12/01/01 0 0499774R1092626 O 11/01/31 0 6012040 B65/G01 F 594,000.00 ZZ 360 593,488.57 1 6.750 3,852.68 66 6.500 3,852.68 WESTERVILLE OH 43082 2 10/22/01 00 0433349420 05 12/01/01 0 01098348 O 11/01/31 0 6013434 A06/G01 F 307,000.00 ZZ 360 306,735.68 1 6.750 1,991.20 68 6.500 1,991.20 BEVERLY HILLS MI 48025 2 10/24/01 00 0433336484 05 12/01/01 0 02100002014707 O 11/01/31 0 6013590 757/G01 F 345,000.00 ZZ 360 344,710.16 1 1 6.875 2,266.40 75 6.625 2,266.40 LOVETTSVILLE VA 20180 5 10/31/01 00 0433343068 05 12/01/01 0 1000466167 O 11/01/31 0 6014616 116/116 F 529,600.00 ZZ 360 529,155.07 1 6.875 3,479.10 80 6.625 3,479.10 SUGAR LAND TX 77479 2 10/22/01 00 091020682 29 12/01/01 0 091020682 O 11/01/31 0 6015370 783/G01 F 133,000.00 ZZ 360 132,893.64 1 7.125 896.05 74 6.875 896.05 ELLENSBURG WA 98926 2 10/16/01 00 0433340791 05 12/01/01 0 01082102270010 O 11/01/31 0 6015722 X08/G01 F 391,600.00 ZZ 360 391,294.52 1 7.250 2,671.40 49 7.000 2,671.40 ALPINE UT 84004 2 10/22/01 00 0433386653 05 12/01/01 0 6000608 O 11/01/31 0 6017062 964/G01 F 525,000.00 ZZ 360 525,000.00 1 6.875 3,448.88 48 6.625 3,448.88 GREENBRAE CA 94904 2 10/31/01 00 0433395811 05 01/01/02 0 156849 O 12/01/31 0 6017492 956/G01 F 635,000.00 ZZ 360 634,492.20 1 7.125 4,278.11 53 6.875 4,278.11 LONG GROVE IL 60047 2 10/09/01 00 0433344348 05 12/01/01 0 1 2311090035 O 11/01/31 0 6017726 893/G01 F 280,000.00 ZZ 360 280,000.00 1 6.875 1,839.40 50 6.625 1,839.40 MILPITAS CA 95035 5 11/01/01 00 0433385523 05 01/01/02 0 M10928031 O 12/01/31 0 6019338 964/G01 F 399,900.00 ZZ 360 399,588.04 1 7.250 2,728.02 75 7.000 2,728.02 SAN JOSE CA 95132 2 10/25/01 00 0433374196 05 12/01/01 0 400156026 O 11/01/31 0 6024456 964/G01 F 504,000.00 ZZ 360 504,000.00 1 6.875 3,310.92 80 6.625 3,310.92 SAN FRANCISCO CA 94116 2 10/29/01 00 0433394368 05 01/01/02 0 400149869 O 12/01/31 0 6025752 964/G01 F 373,000.00 ZZ 360 372,686.63 1 6.875 2,450.35 79 6.625 2,450.35 SCOTTSDALE AZ 85259 2 10/26/01 00 0433357019 05 12/01/01 0 156490 O 11/01/31 0 6025966 964/G01 F 293,800.00 ZZ 360 293,565.05 1 7.125 1,979.39 57 6.875 1,979.39 FAIR OAKS CA 95628 2 10/29/01 00 0433350394 03 12/01/01 0 153817 O 11/01/31 0 1 6027198 Q59/G01 F 368,000.00 ZZ 360 367,683.16 1 6.750 2,386.84 80 6.500 2,386.84 SANTA BARBARA CA 93111 1 10/18/01 00 0433353208 05 12/01/01 0 304215 O 11/01/31 0 6028140 956/G01 F 395,200.00 ZZ 360 390,410.35 1 6.625 2,530.51 51 6.375 2,530.51 PLANO TX 75093 2 10/08/01 00 0433329943 03 12/01/01 0 1611090154 O 11/01/31 0 6028482 964/G01 F 415,000.00 ZZ 360 415,000.00 1 7.000 2,761.01 70 6.750 2,761.01 SUNNYVALE CA 94086 2 11/02/01 00 0433380631 05 01/01/02 0 153962 O 12/01/31 0 6028938 696/G01 F 552,700.00 ZZ 360 552,235.66 1 6.875 3,630.85 69 6.625 3,630.85 POTOMAC MD 20854 2 10/12/01 00 0433291572 09 12/01/01 0 32901288 O 11/01/31 0 6029128 964/G01 F 465,000.00 ZZ 360 465,000.00 1 6.625 2,977.45 59 6.375 2,977.45 AVILA BEACH CA 93424 5 10/30/01 00 0433373545 05 01/01/02 0 152783 O 12/01/31 0 6029306 B65/G01 F 475,000.00 ZZ 360 474,591.04 1 6.750 3,080.84 62 6.500 3,080.84 1 SHELBY TOWNSHIP MI 48316 2 10/29/01 00 0433358371 05 12/01/01 0 0502031 O 11/01/31 0 6029328 964/G01 F 320,000.00 ZZ 360 320,000.00 1 6.875 2,102.17 35 6.625 2,102.17 NAPA CA 94559 5 11/02/01 00 0433421138 05 01/01/02 0 152135 O 12/01/31 0 6030208 H58/G01 F 400,000.00 ZZ 360 399,663.95 1 6.875 2,627.72 40 6.625 2,627.72 SAN JOSE CA 95125 5 10/25/01 00 0433401387 05 12/01/01 0 0000078193 O 11/01/31 0 6030326 116/116 F 554,400.00 ZZ 360 553,934.23 1 6.875 3,642.02 80 6.625 3,642.02 HOUSTON TX 77005 2 10/24/01 00 091020703 05 12/01/01 0 091020703 O 11/01/31 0 6031808 470/G01 F 353,000.00 ZZ 360 352,696.08 1 6.750 2,289.55 80 6.500 2,289.55 HUNTINGTON BEAC CA 92646 2 10/23/01 00 0433386570 05 12/01/01 0 110100042 O 11/01/31 0 6032160 964/G01 F 399,950.00 ZZ 360 399,950.00 1 7.125 2,694.54 62 6.875 2,694.54 DANVILLE CA 94526 2 11/02/01 00 0433392164 03 01/01/02 0 151125 O 12/01/31 0 1 6032376 964/G01 F 380,000.00 ZZ 360 380,000.00 1 7.000 2,528.15 71 6.750 2,528.15 SAN RAMON CA 94583 5 11/02/01 00 0433406477 03 01/01/02 0 400161080 O 12/01/31 0 6032474 964/G01 F 388,000.00 ZZ 360 387,649.24 1 6.500 2,452.43 45 6.250 2,452.43 GOLETA CA 93117 5 10/29/01 00 0433350436 05 12/01/01 0 154865 O 11/01/31 0 6032642 964/G01 F 450,000.00 ZZ 360 450,000.00 1 6.875 2,956.18 66 6.625 2,956.18 SAN JOSE CA 95131 1 11/08/01 00 0433391059 05 01/01/02 0 400152141 O 12/01/31 0 6034294 E82/G01 F 362,700.00 ZZ 360 362,402.70 1 7.000 2,413.05 68 6.750 2,413.05 LYNNFIELD MA 01940 2 10/16/01 00 0400502027 05 12/01/01 0 3406668 O 11/01/31 0 6038418 757/G01 F 375,000.00 ZZ 360 374,383.43 1 7.000 2,494.89 75 6.750 2,494.89 BILLERICA MA 01821 5 10/01/01 00 0433301165 05 11/01/01 0 1000418903 O 10/01/31 0 6039328 964/G01 F 572,000.00 ZZ 360 571,519.44 1 1 6.875 3,757.64 80 6.625 3,757.64 SAN FRANCISCO CA 94127 2 10/31/01 00 0433394079 05 12/01/01 0 153857 O 11/01/31 0 6039340 U42/G01 F 372,500.00 ZZ 360 372,187.05 1 6.875 2,447.06 71 6.625 2,447.06 DENVER CO 80220 2 10/27/01 00 0433388949 05 12/01/01 0 12102780 O 11/01/31 0 6039432 757/G01 F 309,600.00 ZZ 360 309,333.44 1 6.750 2,008.06 80 6.500 2,008.06 ATLANTA GA 30306 2 10/29/01 00 0433352622 05 12/01/01 0 1000475432 O 11/01/31 0 6039592 975/G01 F 300,000.00 ZZ 360 299,728.80 1 6.500 1,896.20 67 6.250 1,896.20 YORBA LINDA CA 92887 1 10/26/01 00 0433395571 05 12/01/01 0 2014669 O 11/01/31 0 6040458 R65/G01 F 456,900.00 ZZ 360 456,506.62 1 6.750 2,963.44 80 6.500 2,963.44 ALPHARETTA GA 30022 1 10/24/01 00 0433386166 03 12/01/01 0 20015492 O 11/01/31 0 6040906 A06/G01 F 303,000.00 ZZ 360 303,000.00 1 6.875 1,990.50 73 6.625 1,990.50 DEARBORN MI 48128 2 11/14/01 00 0433403284 05 01/01/02 0 1 1000020145938 O 12/01/31 0 6041298 964/G01 F 610,000.00 ZZ 360 609,448.56 1 6.500 3,855.62 50 6.250 3,855.62 CUPERTINO CA 95014 2 10/24/01 00 0433367349 05 12/01/01 0 149941 O 11/01/31 0 6042332 A06/G01 F 512,500.00 ZZ 360 512,058.74 1 6.750 3,324.07 43 6.500 3,324.07 WEST BLOOMFIELD MI 48324 2 10/26/01 00 0433348760 05 12/01/01 0 021000020148918 O 11/01/31 0 6042714 D03/D03 F 291,600.00 ZZ 360 291,600.00 1 7.000 1,940.02 80 6.750 1,940.02 SAN JOSE CA 95118 1 11/02/01 00 1 03 01/01/02 0 1 O 12/01/31 0 6043374 893/G01 F 460,000.00 ZZ 360 459,594.15 1 6.625 2,945.43 48 6.375 2,945.43 FOSTER CITY CA 94404 5 10/23/01 00 0433340411 05 12/01/01 0 H11002021 O 11/01/31 0 6044026 994/X14 F 537,000.00 ZZ 360 536,117.09 1 7.000 3,572.67 74 6.750 3,572.67 EVERGREEN CO 80439 5 09/25/01 00 403961061 05 11/01/01 0 403961061 O 10/01/31 0 1 6045014 964/G01 F 410,000.00 ZZ 360 410,000.00 1 7.000 2,727.74 47 6.750 2,727.74 POWAY CA 92064 5 11/01/01 00 0433355054 05 01/01/02 0 153888 O 12/01/31 0 6047796 Q97/G01 F 472,000.00 ZZ 360 472,000.00 1 6.750 3,061.38 54 6.500 3,061.38 HINGHAM MA 02043 2 11/02/01 00 0433403276 05 01/01/02 0 16100372 O 12/01/31 0 6048228 T44/G01 F 365,000.00 ZZ 360 364,700.82 1 7.000 2,428.35 58 6.750 2,428.35 WARWICK RI 02818 2 10/30/01 00 0433397841 05 12/01/01 0 1024537 O 11/01/31 0 6048626 369/G01 F 534,400.00 ZZ 360 533,983.12 1 7.250 3,645.55 80 7.000 3,645.55 SALT LAKE CITY UT 84121 1 10/25/01 00 0433385606 03 12/01/01 0 0073520678 O 11/01/31 0 6048778 K79/G01 F 310,000.00 ZZ 360 309,752.10 1 7.125 2,088.53 66 6.875 2,088.53 GROVELAND MA 01834 2 10/31/01 00 0433380920 05 12/01/01 0 14131 O 11/01/31 0 6049164 994/X14 F 384,000.00 ZZ 360 382,820.42 1 7.375 2,652.19 79 7.125 2,652.19 1 POTOMAC MD 20854 2 07/09/01 00 218367278 03 09/01/01 0 218367278 O 08/01/31 0 6050328 E60/G01 F 326,000.00 ZZ 360 325,732.78 1 7.000 2,168.89 75 6.750 2,168.89 SAN LUIS OBISPO CA 93401 5 10/23/01 00 0433391588 03 12/01/01 0 513772 O 11/01/31 0 6050392 356/G01 F 480,000.00 ZZ 360 480,000.00 1 7.125 3,233.85 38 6.875 3,233.85 ALAMO CA 94507 2 10/29/01 00 0433432846 05 01/01/02 0 2902179 O 12/01/31 0 6051206 P60/G01 F 300,000.00 ZZ 360 299,735.32 1 6.625 1,920.93 55 6.375 1,920.93 MAUMEE OH 43537 2 10/16/01 00 0433339967 05 12/01/01 0 6100064483 O 11/01/31 0 6051316 964/G01 F 350,000.00 ZZ 360 350,000.00 1 6.625 2,241.09 62 6.375 2,241.09 BERKELEY CA 94707 2 11/13/01 00 0433432457 05 01/01/02 0 400156913 O 12/01/31 0 6054998 964/G01 F 358,400.00 ZZ 360 358,113.39 1 7.125 2,414.61 80 6.875 2,414.61 BRENTWOOD CA 94513 2 10/30/01 00 0433367315 05 12/01/01 0 154950 O 11/01/31 0 1 6055924 S11/G01 F 650,000.00 ZZ 360 649,467.20 1 7.000 4,324.47 70 6.750 4,324.47 SANTA ANA AREA CA 92705 2 10/04/01 00 0433385564 03 12/01/01 0 10204350 O 11/01/31 0 6056200 964/G01 F 408,000.00 ZZ 360 407,681.72 1 7.250 2,783.28 75 7.000 2,783.28 NEWPORT BEACH CA 92663 2 10/24/01 00 0433370822 05 12/01/01 0 157956 O 11/01/31 0 6056454 964/G01 F 333,000.00 ZZ 360 333,000.00 1 6.875 2,187.57 43 6.625 2,187.57 SAN JOSE CA 95127 2 10/30/01 00 0433414596 05 01/01/02 0 157962 O 12/01/31 0 6056656 964/G01 F 458,000.00 ZZ 360 457,615.22 1 6.875 3,008.74 36 6.625 3,008.74 LOS GATOS CA 95032 5 10/30/01 00 0433357530 05 12/01/01 0 400153816 O 11/01/31 0 6056772 964/G01 F 300,000.00 ZZ 360 299,765.97 1 7.250 2,046.53 75 7.000 2,046.53 SEDONA AZ 86336 5 10/27/01 00 0433381092 05 12/01/01 0 159786 O 11/01/31 0 6057410 964/G01 F 535,000.00 ZZ 360 535,000.00 1 1 6.875 3,514.57 78 6.625 3,514.57 SAN CARLOS CA 95070 1 11/07/01 00 0433402153 05 01/01/02 0 400163255 O 12/01/31 0 6057864 964/G01 F 374,000.00 ZZ 360 374,000.00 1 6.875 2,456.92 70 6.625 2,456.92 GRANITE BAY CA 95746 2 11/07/01 00 0433412228 03 01/01/02 0 400163048 O 12/01/31 0 6060408 U28/G01 F 350,000.00 ZZ 360 349,705.96 1 6.875 2,299.25 84 6.625 2,299.25 TRUSSVILLE AL 35173 1 10/16/01 14 0433384146 05 12/01/01 12 HOLMESVIRJ O 11/01/31 0 6060592 B57/G01 F 1,000,000.00 ZZ 360 999,180.30 1 7.000 6,653.03 34 6.750 6,653.03 KILAUEA HI 96754 5 10/31/01 00 0433368909 05 12/01/01 0 2118226 O 11/01/31 0 6060654 A06/G01 F 412,000.00 ZZ 360 411,662.28 1 7.000 2,741.05 75 6.750 2,741.05 WEST BLOOMFIELD MI 48323 5 10/12/01 00 0433345154 05 12/01/01 0 1000020145931 O 11/01/31 0 6062700 R65/G01 F 348,000.00 ZZ 360 347,707.64 1 6.875 2,286.11 58 6.625 2,286.11 SAN CARLOS CA 94070 5 10/31/01 00 0433369550 05 12/01/01 0 1 1901565175 O 11/01/31 0 6067358 144/144 F 650,000.00 T 360 649,397.98 1 6.375 4,055.15 69 6.125 4,055.15 T/EAST HAMPTON NY 11954 1 10/29/01 00 160675983 05 12/01/01 0 160675983 O 11/01/31 0 6067382 A35/G01 F 399,950.00 ZZ 360 399,613.99 1 6.875 2,627.39 68 6.625 2,627.39 ROSLYN NY 11576 1 10/31/01 00 0433379310 05 12/01/01 0 S12643 O 11/01/31 0 6067730 X05/G01 F 384,000.00 ZZ 360 383,677.39 1 6.875 2,522.61 77 6.625 2,522.61 CARLSBAD CA 92008 2 10/24/01 00 0433399920 03 12/01/01 0 01110120 O 11/01/31 0 6071318 964/G01 F 650,000.00 ZZ 360 650,000.00 1 6.625 4,162.02 62 6.375 4,162.02 LAGUNA BEACH CA 92651 2 11/12/01 00 0433414901 05 01/01/02 0 140142 O 12/01/31 0 6072598 F89/G01 F 322,000.00 ZZ 360 321,736.06 1 7.000 2,142.27 61 6.750 2,142.27 WEST HILLS CA 91304 2 10/24/01 00 0433399656 05 12/01/01 0 11614561 O 11/01/31 0 1 6073398 964/G01 F 312,000.00 ZZ 360 311,731.37 1 6.750 2,023.63 80 6.500 2,023.63 COLORADO SPRING CO 80919 5 10/31/01 00 0433378940 03 12/01/01 0 161989 O 11/01/31 0 6074194 A06/G01 F 351,500.00 ZZ 360 351,500.00 1 6.625 2,250.70 71 6.375 2,250.70 FARMINGTON HILL MI 48331 2 11/02/01 00 0433404803 05 01/01/02 0 1000020148454 O 12/01/31 0 6075400 405/405 F 340,000.00 ZZ 360 339,199.48 1 7.250 2,319.40 78 6.750 2,319.40 LOS ANGELES CA 90068 2 08/08/01 00 0012349379 05 10/01/01 0 0012349379 O 09/01/31 0 6075402 405/405 F 354,150.00 ZZ 360 353,274.02 1 7.000 2,356.17 80 6.750 2,356.17 RANCHO CUCAMONG CA 91739 1 08/02/01 00 0012410999 05 10/01/01 0 0012410999 O 09/01/31 0 6075408 405/405 F 324,000.00 ZZ 360 323,237.16 1 7.250 2,210.25 80 6.750 2,210.25 TORRANCE CA 90505 1 08/02/01 00 0012416152 05 10/01/01 0 0012416152 O 09/01/31 0 6075418 405/405 F 431,200.00 ZZ 360 429,808.34 1 7.125 2,905.08 80 6.750 2,905.08 1 MANHATTAN BEACH CA 90266 1 07/18/01 00 0017574740 05 09/01/01 0 0017574740 O 08/01/31 0 6075430 405/405 F 500,000.00 ZZ 360 498,793.32 1 7.125 3,368.60 56 6.750 3,368.60 SAN DIEGO CA 92128 2 08/24/01 00 0017664863 05 10/01/01 0 0017664863 O 09/01/31 0 6075450 405/405 F 405,200.00 ZZ 360 404,245.96 1 7.250 2,764.18 46 6.750 2,764.18 KENTFIELD CA 94904 2 08/24/01 00 0017683186 05 10/01/01 0 0017683186 O 09/01/31 0 6075476 405/405 F 329,305.00 ZZ 360 328,529.67 1 7.250 2,246.44 63 6.750 2,246.44 SACRAMENTO CA 95816 2 08/27/01 00 0017708231 05 10/01/01 0 0017708231 O 09/01/31 0 6075480 405/405 F 340,000.00 ZZ 360 337,066.95 1 7.125 2,290.65 60 6.750 2,290.65 HUNTINGTON BEAC CA 92649 2 08/31/01 00 0017708652 05 10/01/01 0 0017708652 O 09/01/31 0 6075482 405/405 F 334,000.00 ZZ 360 333,193.95 1 7.125 2,250.22 53 6.750 2,250.22 LOS ANGELES CA 90291 1 08/31/01 00 0017712084 01 10/01/01 0 0017712084 O 09/01/31 0 1 6075484 405/405 F 416,000.00 ZZ 360 415,020.52 1 7.250 2,837.86 79 6.750 2,837.86 LOS ANGELES CA 91367 2 08/29/01 00 0017714486 05 10/01/01 0 0017714486 O 09/01/31 0 6075492 405/405 F 300,000.00 ZZ 360 299,259.65 1 7.125 2,021.16 67 6.750 2,021.16 GILROY CA 95020 2 08/28/01 00 0017731480 05 10/01/01 0 0017731480 O 09/01/31 0 6075498 405/405 F 310,000.00 ZZ 360 309,270.12 1 7.250 2,114.75 80 6.750 2,114.75 HAWTHORNE CA 90250 1 08/13/01 00 0019892934 05 10/01/01 0 0019892934 O 09/01/31 0 6075504 405/405 F 468,000.00 ZZ 360 466,898.10 1 7.250 3,192.59 80 6.750 3,192.59 CARLSBAD CA 92009 1 08/10/01 00 0019914159 03 10/01/01 0 0019914159 O 09/01/31 0 6075506 405/405 F 451,920.00 ZZ 360 450,829.37 1 7.125 3,044.67 80 6.750 3,044.67 SAN PEDRO CA 90732 1 08/07/01 00 0019914282 05 10/01/01 0 0019914282 O 09/01/31 0 6076802 M18/G01 F 300,000.00 ZZ 360 299,777.36 4 1 7.500 2,097.64 90 7.250 2,097.64 GLENDALE CA 91205 1 10/24/01 04 0433392008 05 12/01/01 25 980101439 O 11/01/31 0 6076998 A06/G01 F 453,900.00 ZZ 360 453,518.67 1 6.875 2,981.80 70 6.625 2,981.80 WEST BLOOMFIELD MI 48322 2 10/30/01 00 0433350105 05 12/01/01 0 021000020148915 O 11/01/31 0 6079050 964/G01 F 494,000.00 ZZ 360 493,564.15 1 6.625 3,163.14 66 6.375 3,163.14 SCOTTSDALE AZ 85260 2 10/26/01 00 0433399839 05 12/01/01 0 155502 O 11/01/31 0 6079560 964/G01 F 354,500.00 ZZ 360 354,500.00 1 6.875 2,328.81 43 6.625 2,328.81 MOUNTAIN VIEW CA 94040 2 11/02/01 00 0433426640 05 01/01/02 0 163031 O 12/01/31 0 6079582 964/G01 F 350,000.00 ZZ 360 349,698.66 1 6.750 2,270.09 20 6.500 2,270.09 BERKELEY CA 94705 5 10/29/01 00 0433343761 05 12/01/01 0 157426 O 11/01/31 0 6079828 964/G01 F 359,000.00 ZZ 360 359,000.00 1 6.875 2,358.38 39 6.625 2,358.38 SCOTTS VALLEY CA 95060 2 10/31/01 00 0433354925 05 01/01/02 0 1 158670 O 12/01/31 0 6080352 964/G01 F 446,500.00 ZZ 360 446,500.00 1 6.875 2,933.19 75 6.625 2,933.19 SAN RAFAEL CA 94903 2 11/06/01 00 0433406543 05 01/01/02 0 400155541 O 12/01/31 0 6081826 E87/G01 F 320,000.00 ZZ 360 319,731.16 1 6.875 2,102.17 68 6.625 2,102.17 THOUSAND OAKS CA 91320 2 10/26/01 00 0433386331 01 12/01/01 0 70003816 O 11/01/31 0 6083742 E22/G01 F 390,000.00 ZZ 360 389,672.36 1 6.875 2,562.02 60 6.625 2,562.02 DENVER CO 80207 2 10/16/01 00 0413098609 05 12/01/01 0 0413098609 O 11/01/31 0 6083746 E22/G01 F 343,000.00 ZZ 360 342,704.69 1 6.750 2,224.69 68 6.500 2,224.69 REISTERSTOWN MD 21136 2 10/17/01 00 0413099722 03 12/01/01 0 0413099722 O 11/01/31 0 6084104 E82/G01 F 297,400.00 ZZ 360 297,156.22 1 7.000 1,978.61 26 6.750 1,978.61 DANVILLE CA 94506 2 10/19/01 00 0400490116 05 12/01/01 0 1991134 O 11/01/31 0 1 6084108 E82/G01 F 338,000.00 ZZ 360 337,736.32 1 7.250 2,305.76 60 7.000 2,305.76 WESTON CT 06883 2 10/19/01 00 0400499224 05 12/01/01 0 1749171 O 11/01/31 0 6086418 R84/G01 F 399,900.00 ZZ 360 399,555.69 1 6.750 2,593.75 75 6.500 2,593.75 HOUSTON TX 77005 2 10/31/01 00 0433384385 05 12/01/01 0 0504131 O 11/01/31 0 6086608 696/G01 F 563,500.00 ZZ 360 563,038.10 1 7.000 3,748.98 67 6.750 3,748.98 VIENNA VA 22182 5 11/01/01 00 0433396066 05 12/01/01 0 21301157 O 11/01/31 0 6086622 A06/G01 F 595,000.00 ZZ 360 595,000.00 1 6.750 3,859.16 64 6.500 3,859.16 BIRMINGHAM MI 48009 2 11/14/01 00 0433394608 05 01/01/02 0 6077144 O 12/01/31 0 6088666 757/G01 F 488,000.00 ZZ 360 487,579.84 1 6.750 3,165.16 80 6.500 3,165.16 MARIETTA GA 30068 2 10/30/01 00 0433342656 03 12/01/01 0 1000476414 O 11/01/31 0 6088846 F96/G01 F 341,000.00 ZZ 360 340,713.52 1 6.875 2,240.13 69 6.625 2,240.13 1 NORTHPORT NY 11768 2 10/29/01 00 0433394350 05 12/01/01 0 0106232 O 11/01/31 0 6090336 964/G01 F 485,000.00 ZZ 360 485,000.00 1 6.625 3,105.51 56 6.375 3,105.51 NOVATO CA 94945 5 11/13/01 00 0433405222 05 01/01/02 0 163500 O 12/01/31 0 6090982 952/G01 F 385,000.00 ZZ 360 384,699.66 1 7.250 2,626.38 75 7.000 2,626.38 ALLENDALE NJ 07401 2 10/15/01 00 0433397874 05 12/01/01 0 20014405 O 11/01/31 0 6092570 964/G01 F 524,000.00 ZZ 360 524,000.00 1 7.000 3,486.19 80 6.750 3,486.19 FREMONT CA 94539 2 11/02/01 00 0433421690 05 01/01/02 0 163756 O 12/01/31 0 6094920 Q59/G01 F 293,000.00 ZZ 360 292,759.83 1 7.000 1,949.34 78 6.750 1,949.34 ROWLAND HEIGHTS CA 91748 2 10/26/01 00 0433383585 05 12/01/01 0 304275 O 11/01/31 0 6095988 U28/G01 F 340,000.00 ZZ 360 339,700.02 1 6.625 2,177.06 64 6.375 2,177.06 CHARLESTON SC 29412 2 11/02/01 00 0433339645 05 12/01/01 0 1 O 11/01/31 0 1 6096214 964/G01 F 340,000.00 ZZ 360 340,000.00 1 6.625 2,177.06 68 6.375 2,177.06 LAKEWOOD CO 80228 2 11/06/01 00 0433406204 05 01/01/02 0 156512 O 12/01/31 0 6096782 964/G01 F 359,900.00 ZZ 360 359,900.00 1 7.125 2,424.71 90 6.875 2,424.71 SHERWOOD OR 97140 1 11/05/01 11 0433395878 05 01/01/02 25 154442 O 12/01/31 0 6098702 W55/G01 F 484,000.00 ZZ 360 483,593.38 1 6.875 3,179.54 80 6.625 3,179.54 SAN JOSE CA 95129 1 10/26/01 00 0433372505 05 12/01/01 0 000215650000 O 11/01/31 0 6100898 964/G01 F 798,000.00 ZZ 360 797,345.88 1 7.000 5,309.12 50 6.750 5,309.12 LOS ANGELES CA 90049 2 10/26/01 00 0433354867 05 12/01/01 0 157476 O 11/01/31 0 6102332 893/G01 F 322,000.00 ZZ 360 322,000.00 1 6.500 2,035.26 70 6.250 2,035.26 SAN BRUNO CA 94066 2 11/05/01 00 0433388766 05 01/01/02 0 M11016041 O 12/01/31 0 6103140 964/G01 F 326,000.00 ZZ 360 326,000.00 1 1 6.750 2,114.43 80 6.500 2,114.43 APTOS CA 95003 2 11/01/01 00 0433367323 05 01/01/02 0 159690 O 12/01/31 0 6103234 964/G01 F 333,000.00 ZZ 360 333,000.00 1 6.750 2,159.83 75 6.500 2,159.83 FORESTHILL CA 95631 5 11/01/01 00 0433379187 05 01/01/02 0 161748 O 12/01/31 0 6103364 758/G01 F 523,100.00 ZZ 360 522,301.49 1 7.375 3,612.92 54 7.125 3,612.92 UNIVERSITY PARK TX 75225 2 09/24/01 00 0433323284 05 11/01/01 0 400759 O 10/01/31 0 6103424 964/G01 F 370,000.00 ZZ 360 370,000.00 1 6.375 2,308.32 58 6.125 2,308.32 FREMONT CA 94539 2 11/01/01 00 0433347382 05 01/01/02 0 157243 O 12/01/31 0 6104622 N47/G01 F 500,000.00 ZZ 360 500,000.00 1 6.875 3,284.64 61 6.625 3,284.64 SAN JOSE CA 95148 1 11/01/01 00 0433366598 05 01/01/02 0 20311517 O 12/01/31 0 6105470 964/G01 F 348,000.00 ZZ 360 348,000.00 1 6.875 2,286.11 54 6.625 2,286.11 SAN JOSE CA 95132 2 11/02/01 00 0433398310 05 01/01/02 0 1 400153974 O 12/01/31 0 6105742 B57/G01 F 455,000.00 ZZ 360 454,627.04 1 7.000 3,027.13 78 6.750 3,027.13 PASADENA CA 91105 2 10/26/01 00 0433375342 05 12/01/01 0 2160299 O 11/01/31 0 6108176 964/G01 F 325,000.00 ZZ 360 324,726.96 1 6.875 2,135.02 75 6.625 2,135.02 FULLERTON CA 92833 2 11/01/01 00 0433367364 05 12/01/01 0 154945 O 11/01/31 0 6108378 964/G01 F 392,000.00 ZZ 360 392,000.00 1 6.750 2,542.50 49 6.500 2,542.50 SAN JOSE CA 95120 2 10/31/01 00 0433367299 05 01/01/02 0 400157396 O 12/01/31 0 6108510 964/G01 F 400,000.00 ZZ 360 400,000.00 1 6.875 2,627.72 40 6.625 2,627.72 HUNTINGTON BEAC CA 92648 5 11/07/01 00 0433400454 03 01/01/02 0 154934 O 12/01/31 0 6108528 964/G01 F 311,000.00 ZZ 360 311,000.00 1 6.625 1,991.37 42 6.375 1,991.37 SCOTTS VALLEY CA 95066 2 11/05/01 00 0433396694 03 01/01/02 0 162356 O 12/01/31 0 1 6108858 U62/G01 F 286,000.00 ZZ 360 285,753.76 1 6.750 1,854.99 46 6.500 1,854.99 SUNNYVALE CA 94087 5 10/26/01 00 0433370699 05 12/01/01 0 2001291515 O 11/01/31 0 6109070 975/G01 F 345,000.00 ZZ 360 344,702.97 1 6.750 2,237.66 75 6.500 2,237.66 ALHAMBRA CA 91801 5 10/19/01 00 0433378973 05 12/01/01 0 2014801 O 11/01/31 0 6113828 830/G01 F 517,800.00 ZZ 360 517,343.16 1 6.625 3,315.53 80 6.375 3,315.53 SACRAMENTO CA 95841 2 10/26/01 00 0433381852 05 12/01/01 0 HASEMAN546241 O 11/01/31 0 6114796 757/G01 F 396,000.00 ZZ 360 395,659.05 1 6.750 2,568.45 80 6.500 2,568.45 MARIETTA GA 30068 1 11/02/01 00 0433342896 03 12/01/01 0 1000478683 O 11/01/31 0 6115250 H58/G01 F 386,000.00 ZZ 360 385,691.33 1 7.125 2,600.55 80 6.875 2,600.55 ROCKLIN CA 95677 2 10/30/01 00 0433400777 05 12/01/01 0 21294580 O 11/01/31 0 6115800 964/G01 F 310,000.00 ZZ 360 310,000.00 1 6.625 1,984.96 63 6.375 1,984.96 1 SEATTLE WA 98103 2 11/02/01 00 0433384336 05 01/01/02 0 157504 O 12/01/31 0 6115866 757/G01 F 638,000.00 ZZ 360 638,000.00 1 6.750 4,138.06 64 6.500 4,138.06 WOODSTOCK GA 30189 2 11/02/01 00 0433338621 03 01/01/02 0 1000450880 O 12/01/31 0 6116696 964/G01 F 450,000.00 ZZ 360 450,000.00 1 6.875 2,956.18 52 6.625 2,956.18 THOUSAND OAKS CA 91360 2 11/07/01 00 0433407962 03 01/01/02 0 152784 O 12/01/31 0 6116790 975/G01 F 460,000.00 ZZ 360 460,000.00 1 6.750 2,983.55 65 6.500 2,983.55 HUNTINGTON BEAC CA 92648 2 11/01/01 00 0433395266 03 01/01/02 0 2013838 O 12/01/31 0 6117396 964/G01 F 318,000.00 ZZ 360 318,000.00 1 6.875 2,089.03 70 6.625 2,089.03 SIMI VALLEY CA 93065 2 11/01/01 00 0433419546 03 01/01/02 0 400162385 O 12/01/31 0 6119174 U42/G01 F 299,500.00 ZZ 360 299,242.14 1 6.750 1,942.55 67 6.500 1,942.55 LITTLETON CO 80123 5 10/11/01 00 0433343100 03 12/01/01 0 28100629 O 11/01/31 0 1 6119180 N47/G01 F 320,000.00 ZZ 360 320,000.00 1 6.875 2,102.17 63 6.625 2,102.17 CLAYTON CA 94517 5 11/01/01 00 0433342920 05 01/01/02 0 20510895 O 12/01/31 0 6122846 964/G01 F 370,000.00 ZZ 360 370,000.00 1 6.625 2,369.15 78 6.375 2,369.15 LAGUNA NIGUEL CA 92677 1 11/20/01 00 0433434578 03 01/01/02 0 156599 O 12/01/31 0 6124236 964/G01 F 498,000.00 ZZ 360 498,000.00 1 6.625 3,188.75 70 6.375 3,188.75 NOVATO CA 94947 5 11/07/01 00 0433395837 05 01/01/02 0 128597 O 12/01/31 0 6124870 964/G01 F 650,000.00 ZZ 360 650,000.00 1 6.875 4,270.04 41 6.625 4,270.04 MILL VALLEY CA 94941 2 11/02/01 00 0433400579 05 01/01/02 0 400160931 O 12/01/31 0 6125556 964/G01 F 392,000.00 ZZ 360 392,000.00 1 6.875 2,575.16 80 6.625 2,575.16 BERKELEY CA 94708 2 11/12/01 00 0433408598 05 01/01/02 0 164421 O 12/01/31 0 6125972 L94/G01 F 344,000.00 ZZ 360 343,689.02 1 1 6.500 2,174.31 80 6.250 2,174.31 SANDY UT 84093 1 10/29/01 00 0433342557 05 12/01/01 0 1000006368 O 11/01/31 0 6126012 964/G01 F 540,500.00 ZZ 360 540,500.00 1 6.750 3,505.67 50 6.500 3,505.67 MARTINEZ CA 94553 2 11/06/01 00 0433394160 03 01/01/02 0 153703 O 12/01/31 0 6129484 B57/G01 F 545,600.00 ZZ 360 545,141.63 1 6.875 3,584.20 80 6.625 3,584.20 PASADENA CA 91106 2 10/30/01 00 0433378213 05 12/01/01 0 2117033 O 11/01/31 0 6130168 L96/G01 F 387,000.00 ZZ 360 387,000.00 1 7.000 2,574.72 60 6.750 2,574.72 VENTURA CA 93001 5 11/05/01 00 0433429313 05 01/01/02 0 0508069 O 12/01/31 0 6130970 E57/G01 F 600,000.00 ZZ 360 599,495.93 1 6.875 3,941.57 69 6.625 3,941.57 NORTHRIDGE CA 91326 2 10/29/01 00 0433386042 03 12/01/01 0 17001460 O 11/01/31 0 6131090 B60/G01 F 320,000.00 ZZ 360 319,762.51 1 7.500 2,237.49 51 7.250 2,237.49 IRVINE CA 92612 5 10/20/01 00 0433378668 09 12/01/01 0 1 359766 O 11/01/31 0 6134588 964/G01 F 339,750.00 ZZ 360 339,750.00 1 6.625 2,175.46 90 6.375 2,175.46 PRESCOTT AZ 86303 1 11/09/01 01 0433396652 03 01/01/02 25 156559 O 12/01/31 0 6135144 B57/G01 F 380,000.00 ZZ 360 380,000.00 1 6.500 2,401.86 64 6.250 2,401.86 MALIBU CA 90265 2 11/05/01 00 0433392495 05 01/01/02 0 2118153 O 12/01/31 0 6138904 E48/G01 F 428,000.00 ZZ 360 427,640.42 1 6.875 2,811.66 80 6.625 2,811.66 FRANKLIN TN 37069 2 10/30/01 00 0433386265 05 12/01/01 0 10011852 O 11/01/31 0 6143154 E85/G01 F 326,250.00 ZZ 360 326,250.00 1 6.875 2,143.23 75 6.625 2,143.23 PETALUMA CA 94954 1 11/01/01 00 0433396801 05 01/01/02 0 9610672 O 12/01/31 0 6143276 E76/G01 F 350,964.00 ZZ 360 350,964.00 1 6.875 2,305.58 80 6.625 2,305.58 GOLDEN CO 80403 1 11/23/01 00 0433411949 05 01/01/02 0 10009828 O 12/01/31 0 1 6144446 964/G01 F 380,000.00 ZZ 360 380,000.00 1 6.875 2,496.33 67 6.625 2,496.33 SALINAS CA 93906 5 11/07/01 00 0433406501 05 01/01/02 0 136142 O 12/01/31 0 6145366 S11/G01 F 597,000.00 ZZ 360 596,460.30 1 6.500 3,773.45 43 6.250 3,773.45 MONTEREY CA 93940 2 10/23/01 00 0433381464 05 12/01/01 0 10204833 O 11/01/31 0 6145540 964/G01 F 374,000.00 ZZ 360 374,000.00 1 6.875 2,456.92 65 6.625 2,456.92 SAN LUIS OBISPO CA 93405 2 11/01/01 00 0433391026 05 01/01/02 0 144339 O 12/01/31 0 6146248 964/G01 F 336,000.00 ZZ 360 336,000.00 1 6.625 2,151.45 80 6.375 2,151.45 SUNNYVALE CA 94086 1 11/08/01 00 0433398393 05 01/01/02 0 400155891 O 12/01/31 0 6146662 964/G01 F 330,000.00 ZZ 360 330,000.00 1 6.750 2,140.37 60 6.500 2,140.37 SAN FRANCISCO CA 94112 2 11/19/01 00 0433424041 05 01/01/02 0 160840 O 12/01/31 0 6146982 964/G01 F 336,000.00 ZZ 360 336,000.00 1 6.875 2,207.28 80 6.625 2,207.28 1 ANAHEIM CA 92807 2 11/01/01 00 0433354990 05 01/01/02 0 159318 O 12/01/31 0 6149626 470/G01 F 320,000.00 ZZ 360 319,731.16 1 6.875 2,102.17 72 6.625 2,102.17 TEMECULA AREA CA 92592 5 10/25/01 00 0433366077 05 12/01/01 0 110600073 O 11/01/31 0 6150094 M24/G01 F 525,000.00 ZZ 360 524,536.81 1 6.625 3,361.63 67 6.375 3,361.63 LAGUNA NIGUEL CA 92677 1 10/26/01 00 0433385663 03 12/01/01 0 342000 O 11/01/31 0 6150952 A52/G01 F 375,000.00 ZZ 240 374,212.14 1 6.250 2,740.98 59 6.000 2,740.98 ATLANTA GA 30342 2 10/29/01 00 0433337003 05 12/01/01 0 16592 O 11/01/21 0 6154122 964/G01 F 350,000.00 ZZ 360 350,000.00 1 6.750 2,270.09 78 6.500 2,270.09 SAN JOSE CA 95121 5 11/05/01 00 0433394210 05 01/01/02 0 161146 O 12/01/31 0 6155098 964/G01 F 320,000.00 ZZ 360 320,000.00 1 6.875 2,102.17 60 6.625 2,102.17 YORBA LINDA CA 92886 2 11/05/01 00 0433398187 03 01/01/02 0 146108 O 12/01/31 0 1 6155270 964/G01 F 371,250.00 ZZ 360 371,250.00 1 6.875 2,438.85 45 6.625 2,438.85 NOVATO CA 94947 2 11/05/01 00 0433402187 05 01/01/02 0 400160570 O 12/01/31 0 6155402 964/G01 F 350,000.00 ZZ 360 350,000.00 1 6.875 2,299.25 67 6.625 2,299.25 SCOTTSDALE AZ 85260 5 11/09/01 00 0433385291 05 01/01/02 0 160423 O 12/01/31 0 6156952 L20/G01 F 319,200.00 ZZ 360 318,931.83 1 6.875 2,096.92 80 6.625 2,096.92 SALT LAKE CITY UT 84108 1 10/25/01 00 0433400199 05 12/01/01 0 283215 O 11/01/31 0 6157368 964/G01 F 587,000.00 T 360 587,000.00 1 6.875 3,856.17 42 6.625 3,856.17 BIG SUR CA 93920 2 11/05/01 00 0433415627 05 01/01/02 0 400147400 O 12/01/31 0 6157412 964/G01 F 432,350.00 ZZ 360 431,986.78 1 6.875 2,840.23 74 6.625 2,840.23 EL DORADO CA 95762 2 10/29/01 00 0433349586 03 12/01/01 0 162066 O 11/01/31 0 6161332 E22/G01 F 499,000.00 ZZ 360 498,580.78 1 1 6.875 3,278.07 79 6.625 3,278.07 SIMI VALLEY CA 93065 1 10/19/01 00 0413172941 03 12/01/01 0 0413172941 O 11/01/31 0 6164188 E23/G01 F 375,000.00 ZZ 360 375,000.00 1 6.875 2,463.48 75 6.625 2,463.48 NOVATO CA 94945 5 11/02/01 00 0433399623 05 01/01/02 0 62000070 O 12/01/31 0 6165216 Q73/G01 F 344,000.00 ZZ 360 343,710.99 1 6.875 2,259.84 80 6.625 2,259.84 TUPELO MS 38801 1 11/02/01 00 0433403094 05 12/01/01 0 2861360 O 11/01/31 0 6165586 A39/G01 F 637,500.00 ZZ 360 637,500.00 1 6.625 4,081.98 31 6.375 4,081.98 CHATSWORTH CA 91311 2 11/01/01 00 0433395068 03 01/01/02 0 2102063RFC O 12/01/31 0 6168506 253/253 F 316,000.00 ZZ 360 315,480.43 1 7.000 2,102.36 78 6.750 2,102.36 COPPELL TX 75019 4 09/07/01 00 963898 05 11/01/01 0 963898 O 10/01/31 0 6169098 964/G01 F 310,000.00 ZZ 360 310,000.00 1 7.000 2,062.44 66 6.750 2,062.44 SAN LUIS OBISPO CA 93405 5 11/05/01 00 0433394186 05 01/01/02 0 1 154354 O 12/01/31 0 6170054 A06/G01 F 149,300.00 ZZ 360 149,300.00 1 6.875 980.80 72 6.625 980.80 WALES MI 48027 2 11/12/01 00 0433391992 05 01/01/02 0 1646L1 O 12/01/31 0 6170630 E11/G01 F 682,500.00 ZZ 360 682,500.00 1 6.625 4,370.12 65 6.375 4,370.12 WAYZATA MN 55391 2 11/07/01 00 0433391240 05 01/01/02 0 0003001037766 O 12/01/31 0 6171194 964/G01 F 299,000.00 ZZ 360 299,000.00 1 6.750 1,939.31 73 6.500 1,939.31 ORANGE CA 92867 2 11/02/01 00 0433373560 03 01/01/02 0 156948 O 12/01/31 0 6172522 964/G01 F 429,000.00 ZZ 360 429,000.00 1 6.875 2,818.23 74 6.625 2,818.23 GRANITE BAY CA 95746 2 11/05/01 00 0433394525 05 01/01/02 0 104157 O 12/01/31 0 6172866 N47/G01 F 352,500.00 ZZ 360 352,500.00 1 7.000 2,345.19 66 6.750 2,345.19 GILROY CA 95020 5 11/08/01 00 0433398336 05 01/01/02 0 20311658 O 12/01/31 0 1 6173714 F96/G01 F 360,000.00 ZZ 360 360,000.00 1 7.375 2,486.43 80 7.125 2,486.43 OAKLAND NJ 07436 2 11/07/01 00 0433396942 05 01/01/02 0 0105057 O 12/01/31 0 6174036 B57/G01 F 440,000.00 ZZ 360 440,000.00 1 7.000 2,927.33 63 6.750 2,927.33 LA CANADA-FLINT CA 91011 2 11/06/01 00 0433386448 05 01/01/02 0 2160343 O 12/01/31 0 6176860 944/G01 F 335,000.00 ZZ 360 334,704.43 1 6.625 2,145.05 79 6.375 2,145.05 VANCOUVER WA 98685 2 10/31/01 00 0433339553 05 12/01/01 0 W01050518 O 11/01/31 0 6177760 405/405 F 350,000.00 ZZ 360 349,175.92 1 7.250 2,387.62 63 6.750 2,387.62 SAN JOSE CA 95117 5 08/20/01 00 0019915479 05 10/01/01 0 0019915479 O 09/01/31 0 6182240 H58/G01 F 399,950.00 ZZ 360 399,622.16 1 7.000 2,660.88 89 6.750 2,660.88 SACRAMENTO CA 95624 1 10/31/01 01 0433391901 05 12/01/01 25 0000080916 O 11/01/31 0 6182408 W55/G01 F 407,000.00 ZZ 360 406,649.59 1 6.750 2,639.79 80 6.500 2,639.79 1 SAN RAFAEL CA 94901 1 10/29/01 00 0433387792 05 12/01/01 0 000215650200 O 11/01/31 0 6186012 964/G01 F 315,000.00 ZZ 360 315,000.00 1 6.625 2,016.98 52 6.375 2,016.98 NOVATO CA 94947 1 11/01/01 00 0433367398 05 01/01/02 0 158551 O 12/01/31 0 6186182 470/G01 F 331,600.00 ZZ 360 331,600.00 1 6.375 2,068.75 80 6.125 2,068.75 LAGUNA NIGUEL CA 92677 1 11/02/01 00 0433405057 05 01/01/02 0 110100243 O 12/01/31 0 6186224 B60/G01 F 444,500.00 ZZ 360 444,117.29 1 6.750 2,883.02 56 6.500 2,883.02 LOS ANGELES CA 90064 2 10/23/01 00 0433363603 05 12/01/01 0 361331 O 11/01/31 0 6186298 964/G01 F 333,500.00 ZZ 360 333,500.00 1 6.750 2,163.07 60 6.500 2,163.07 PLEASANT HILL CA 94523 2 10/30/01 00 0433355526 05 01/01/02 0 156931 O 12/01/31 0 6186426 B57/G01 F 306,650.00 ZZ 360 306,650.00 1 6.875 2,014.47 76 6.625 2,014.47 HUNTINGTON BEAC CA 92646 2 11/05/01 00 0433379070 05 01/01/02 0 2190016 O 12/01/31 0 1 6186656 964/G01 F 500,000.00 ZZ 360 500,000.00 1 6.750 3,242.99 45 6.500 3,242.99 SAN FRANCISCO CA 94114 5 11/14/01 00 0433425618 05 01/01/02 0 400153747 O 12/01/31 0 6186996 964/G01 F 325,000.00 ZZ 360 325,000.00 1 6.875 2,135.02 41 6.625 2,135.02 FREMONT CA 94536 2 11/06/01 00 0433407913 03 01/01/02 0 400152474 O 12/01/31 0 6187290 E87/G01 F 620,000.00 ZZ 360 620,000.00 1 6.875 4,072.96 59 6.625 4,072.96 SANTA BARBARA CA 93108 2 11/05/01 00 0433392305 05 01/01/02 0 70003832 O 12/01/31 0 6188284 E22/G01 F 649,999.00 ZZ 360 649,411.39 1 6.500 4,108.44 55 6.250 4,108.44 ORINDA CA 94563 2 10/16/01 00 0413019035 05 12/01/01 0 0413019035 O 11/01/31 0 6190720 R65/G01 F 562,000.00 ZZ 360 562,000.00 1 6.500 3,552.22 77 6.250 3,552.22 RESTON VA 20194 2 11/12/01 00 0433395274 03 01/01/02 0 20015680 O 12/01/31 0 6191710 757/G01 F 600,000.00 ZZ 360 600,000.00 1 1 6.625 3,841.87 74 6.375 3,841.87 CUMMING GA 30040 2 11/08/01 00 0433343241 03 01/01/02 0 10004755846 O 12/01/31 0 6193608 994/X14 F 281,000.00 ZZ 360 279,944.20 1 7.500 1,964.79 89 7.250 1,964.79 PLYMOUTH MN 55447 2 06/04/01 11 218420978 05 08/01/01 25 218420978 O 07/01/31 0 6193844 B44/G01 F 348,000.00 ZZ 360 347,707.64 1 6.875 2,286.11 80 6.625 2,286.11 EAGLE ID 83616 2 10/25/01 00 0433381423 03 12/01/01 0 4011634 O 11/01/31 0 6193870 R65/G01 F 370,000.00 ZZ 360 370,000.00 1 6.750 2,399.81 75 6.500 2,399.81 PALM BEACH GARD FL 33418 2 11/05/01 00 0433376860 03 01/01/02 0 1 O 12/01/31 0 6194468 994/994 F 560,000.00 ZZ 360 558,176.51 1 7.250 3,820.19 72 7.000 3,820.19 ATLANTA GA 30305 2 06/29/01 00 218462459 05 08/01/01 0 218462459 O 07/01/31 0 6194626 964/G01 F 520,000.00 ZZ 360 520,000.00 1 6.750 3,372.71 80 6.500 3,372.71 HUNTINGTON BEAC CA 92649 1 10/31/01 00 0433341880 03 01/01/02 0 1 162029 O 12/01/31 0 6195560 975/G01 F 476,500.00 ZZ 360 476,500.00 1 6.875 3,130.27 74 6.625 3,130.27 SAN MARINO CA 91108 2 11/01/01 00 0433395977 05 01/01/02 0 2014780 O 12/01/31 0 6198330 E60/G01 F 450,000.00 ZZ 360 450,000.00 1 6.750 2,918.70 49 6.500 2,918.70 ARROYO GRANDE CA 93420 5 11/05/01 00 0433391547 05 01/01/02 0 513832 O 12/01/31 0 6198544 168/168 F 330,000.00 ZZ 360 329,470.65 1 7.125 2,223.27 66 6.875 2,223.27 VENTURA CA 93003 2 09/19/01 00 59866748 05 11/01/01 0 59866748 O 10/01/31 0 6198968 964/G01 F 368,000.00 ZZ 360 368,000.00 1 6.625 2,356.35 50 6.375 2,356.35 TUSTIN CA 92782 2 11/05/01 00 0433402856 05 01/01/02 0 156804 O 12/01/31 0 6199050 168/168 F 340,000.00 ZZ 360 339,467.93 1 7.250 2,319.40 56 7.000 2,319.40 MORGAN HILL CA 95037 5 09/13/01 00 59886854 05 11/01/01 0 59886854 O 10/01/31 0 1 6199570 A06/G01 F 615,000.00 ZZ 360 615,000.00 1 6.875 4,040.12 75 6.625 4,040.12 WEST BLOOMFIELD MI 48322 2 11/02/01 00 0433391562 05 01/01/02 0 1 O 12/01/31 0 6200440 964/G01 F 309,800.00 ZZ 360 309,800.00 1 7.125 2,087.18 66 6.875 2,087.18 LAKE FOREST CA 92630 2 11/05/01 00 0433428612 05 01/01/02 0 155119 O 12/01/31 0 6201388 R65/G01 F 413,000.00 ZZ 360 413,000.00 1 6.750 2,678.71 41 6.500 2,678.71 GRANITE BAY CA 95746 5 11/07/01 00 0433398377 05 01/01/02 0 801BAL0105 O 12/01/31 0 6201802 E60/G01 F 520,000.00 ZZ 360 520,000.00 1 6.625 3,329.62 60 6.375 3,329.62 LA CANADA FLINT CA 91011 2 11/02/01 00 0433415056 05 01/01/02 0 521764 O 12/01/31 0 6202684 944/G01 F 370,000.00 ZZ 360 370,000.00 1 6.750 2,399.82 50 6.500 2,399.82 MONTEREY CA 93940 2 11/06/01 00 0433411014 05 01/01/02 0 W01103027 O 12/01/31 0 6204046 B60/G01 F 343,700.00 ZZ 360 343,411.24 1 6.875 2,257.87 54 6.625 2,257.87 1 HERMOSA BEACH CA 90254 2 10/24/01 00 0433387297 05 12/01/01 0 365162 O 11/01/31 0 6206930 550/550 F 375,000.00 ZZ 360 373,842.32 1 7.350 2,583.65 26 7.100 2,583.65 GLEN ELLEN CA 95442 5 07/11/01 00 120368910 05 09/01/01 0 120368910 O 08/01/31 0 6208208 W55/G01 F 436,000.00 ZZ 360 436,000.00 1 6.750 2,827.89 80 6.500 2,827.89 SAN JOSE CA 95124 1 11/26/01 00 0433421005 05 01/01/02 0 000215655600 O 12/01/31 0 6208354 964/G01 F 199,200.00 ZZ 360 199,200.00 1 6.875 1,308.60 80 6.625 1,308.60 PLAYA DEL REY CA 90293 1 11/13/01 00 0433414430 01 01/01/02 0 162666 O 12/01/31 0 6211446 E82/G01 F 314,500.00 ZZ 360 314,229.22 1 6.750 2,039.84 66 6.500 2,039.84 LAKEWOOD CO 80235 2 10/26/01 00 0400518403 05 12/01/01 0 3970511 O 11/01/31 0 6211448 E82/G01 F 399,900.00 ZZ 360 399,555.70 1 6.750 2,593.74 64 6.500 2,593.74 WESTON FL 33327 2 10/26/01 00 0400522033 03 12/01/01 0 1746579 O 11/01/31 0 1 6211452 E82/G01 F 405,000.00 ZZ 360 404,651.31 1 6.750 2,626.82 75 6.500 2,626.82 LIBERTYVILLE IL 60048 2 10/26/01 00 0400523205 05 12/01/01 0 1886138 O 11/01/31 0 6211454 E82/G01 F 303,000.00 ZZ 360 302,739.13 1 6.750 1,965.25 61 6.500 1,965.25 SOUTHINGTON CT 06489 2 10/26/01 00 0400517249 05 12/01/01 0 3987146 O 11/01/31 0 6211794 168/168 F 375,000.00 ZZ 360 374,352.46 1 6.750 2,432.24 59 6.500 2,432.24 NEW CITY NY 10956 1 09/28/01 00 59706058 05 11/01/01 0 59706058 O 10/01/31 0 6212146 168/168 F 540,000.00 ZZ 360 537,496.40 1 7.375 3,729.65 26 7.125 3,729.65 BIRMINGHAM AL 35223 2 05/17/01 00 169672204 01 07/01/01 0 169672204 O 06/01/31 0 6212384 168/168 F 288,000.00 ZZ 360 287,786.26 1 7.500 2,013.74 80 7.250 2,013.74 BELLE HARBOR NY 11694 1 10/04/01 00 59746017 05 12/01/01 0 59746017 O 11/01/31 0 6212496 168/168 F 315,000.00 ZZ 360 314,748.10 1 1 7.125 2,122.21 76 6.875 2,122.21 CROTON ON HUDSO NY 10520 1 10/03/01 00 59793139 05 12/01/01 0 59793139 O 11/01/31 0 6212678 168/168 F 447,000.00 ZZ 360 446,282.96 1 7.125 3,011.52 78 6.875 3,011.52 SUNNYVALE CA 94087 2 09/25/01 00 59862343 05 11/01/01 0 59862343 O 10/01/31 0 6213268 E22/G01 F 160,000.00 ZZ 360 159,872.05 1 7.125 1,077.95 73 6.875 1,077.95 SPICEWOOD TX 78669 5 10/22/01 00 0413106154 05 12/01/01 0 0413106154 O 11/01/31 0 6214052 X19/G01 F 298,800.00 ZZ 360 298,800.00 1 6.625 1,913.25 60 6.375 1,913.25 YORKTOWN HEIGHT NY 10598 1 11/02/01 00 0433381241 05 01/01/02 0 21082403 O 12/01/31 0 6216168 X08/G01 F 500,000.00 ZZ 360 500,000.00 1 6.875 3,284.64 46 6.625 3,284.64 ALPINE UT 84004 2 11/01/01 00 0433388592 05 01/01/02 0 6002693 O 12/01/31 0 6216718 N47/G01 F 338,000.00 ZZ 360 338,000.00 1 6.750 2,192.26 77 6.500 2,192.26 HOLLISTER CA 95023 2 11/02/01 00 0433391851 05 01/01/02 0 1 20112099 O 12/01/31 0 6217088 696/G01 F 440,000.00 ZZ 360 439,621.17 1 6.750 2,853.83 72 6.500 2,853.83 POTOMAC MD 20854 2 10/24/01 00 0433334349 03 12/01/01 0 32201246 O 11/01/31 0 6217390 R65/G01 F 440,000.00 ZZ 360 440,000.00 1 6.500 2,781.10 69 6.250 2,781.10 GAITHERSBURG MD 20878 2 11/12/01 00 0433404191 05 01/01/02 0 20015591 O 12/01/31 0 6217438 H22/G01 F 350,000.00 ZZ 360 350,000.00 1 6.500 2,212.24 31 6.250 2,212.24 MANHASSET NY 11030 1 11/08/01 00 0433390689 05 01/01/02 0 0107003 O 12/01/31 0 6218502 E60/G01 F 373,000.00 ZZ 360 373,000.00 1 6.875 2,450.34 60 6.625 2,450.34 AGOURA HILLS CA 91301 5 11/05/01 00 0433415049 03 01/01/02 0 521820 O 12/01/31 0 6219790 964/G01 F 571,000.00 ZZ 360 571,000.00 1 7.000 3,798.88 70 6.750 3,798.88 DANA POINT CA 92629 5 11/07/01 00 0433406741 03 01/01/02 0 163530 O 12/01/31 0 1 6220050 956/G01 F 294,000.00 ZZ 360 293,753.01 1 6.875 1,931.37 75 6.625 1,931.37 LOS ANGELES CA 91307 2 10/01/01 00 0433356276 05 12/01/01 0 611090195 O 11/01/31 0 6220328 E87/G01 F 589,400.00 ZZ 360 589,400.00 1 6.750 3,822.84 80 6.500 3,822.84 GOLETA CA 93117 1 11/08/01 00 0433413465 03 01/01/02 0 70003852 O 12/01/31 0 6221358 Q73/G01 F 423,000.00 ZZ 240 423,000.00 1 6.625 3,184.98 90 6.375 3,184.98 MADISON MS 39110 2 11/13/01 11 0433415668 05 01/01/02 25 2735111 O 12/01/21 0 6223176 N47/G01 F 376,000.00 ZZ 360 376,000.00 1 6.750 2,438.73 80 6.500 2,438.73 OAKLAND CA 94619 1 11/06/01 00 0433385838 05 01/01/02 0 20211918 O 12/01/31 0 6223680 893/G01 F 620,000.00 ZZ 360 620,000.00 1 6.625 3,969.93 37 6.375 3,969.93 HILLSBOROUGH CA 94010 2 11/06/01 00 0433393741 05 01/01/02 0 M11019021 O 12/01/31 0 6223872 420/G01 F 342,550.00 ZZ 360 342,255.07 1 6.750 2,221.77 80 6.500 2,221.77 1 WINDSOR CA 95492 1 10/31/01 00 0433394921 05 12/01/01 0 51002647 O 11/01/31 0 6224466 N47/G01 F 365,600.00 ZZ 360 365,600.00 1 7.125 2,463.11 80 6.875 2,463.11 WALNUT CREEK CA 94598 2 11/05/01 00 0433398237 05 01/01/02 0 20211767 O 12/01/31 0 6225042 964/G01 F 334,500.00 ZZ 360 334,500.00 1 7.000 2,225.44 75 6.750 2,225.44 IRVINE CA 92618 5 11/13/01 00 0433407848 03 01/01/02 0 153362 O 12/01/31 0 6228042 D03/D03 F 300,000.00 ZZ 360 300,000.00 1 6.375 1,871.61 71 6.125 1,871.61 NEWARK CA 94560 5 11/01/01 00 1010001196 05 01/01/02 0 1010001196 O 12/01/31 0 6228778 964/G01 F 527,200.00 ZZ 360 526,757.09 1 6.875 3,463.33 80 6.625 3,463.33 SAN LUIS OBISPO CA 93401 1 10/25/01 00 0433353687 05 12/01/01 0 159422 O 11/01/31 0 6229106 550/550 F 1,000,000.00 ZZ 360 999,172.19 1 6.950 6,619.48 56 6.700 6,619.48 LOS ANGELES CA 90049 2 10/17/01 00 120548305 05 12/01/01 0 120548305 O 11/01/31 0 1 6231288 976/R97 F 758,200.00 ZZ 360 757,578.50 1 7.000 5,044.33 80 6.750 5,044.33 OAK PARK CA 91377 1 10/01/01 00 TO BE ASSIGNED 03 12/01/01 0 4289535 O 11/01/31 0 6233234 T53/G01 F 365,000.00 ZZ 360 364,670.03 1 6.500 2,307.05 57 6.250 2,307.05 SANTA ANA CA 92705 2 10/25/01 00 0433409091 03 12/01/01 0 05001136 O 11/01/31 0 6233848 470/G01 F 380,000.00 ZZ 360 380,000.00 1 6.750 2,464.68 51 6.500 2,464.68 SONOMA CA 95476 5 11/02/01 00 0433380276 05 01/01/02 0 72011081 O 12/01/31 0 6234062 975/G01 F 310,800.00 ZZ 360 310,800.00 1 6.500 1,964.47 77 6.250 1,964.47 IRVINE CA 92620 2 11/07/01 00 0433406972 05 01/01/02 0 2015259 O 12/01/31 0 6234100 964/G01 F 326,000.00 ZZ 360 326,000.00 1 6.750 2,114.43 58 6.500 2,114.43 SAN JOSE CA 95129 5 11/15/01 00 0433404605 05 01/01/02 0 400164739 O 12/01/31 0 6234178 956/G01 F 435,000.00 ZZ 360 434,625.48 1 1 6.750 2,821.40 58 6.500 2,821.40 WILMETTE IL 60091 1 10/10/01 00 0433307253 05 12/01/01 0 01060051 O 11/01/31 0 6234250 E60/G01 F 645,000.00 ZZ 360 645,000.00 1 6.875 4,237.20 44 6.625 4,237.20 HUNTINGTON BEAC CA 92649 2 11/05/01 00 0433387925 03 01/01/02 0 521829 O 12/01/31 0 6234468 952/G01 F 330,000.00 ZZ 360 329,729.50 1 7.000 2,195.50 79 6.750 2,195.50 GLEN ROCK NJ 07452 2 10/17/01 00 0433355971 05 12/01/01 0 20014234 O 11/01/31 0 6237100 E22/G01 F 430,000.00 ZZ 360 429,629.78 1 6.750 2,788.97 63 6.500 2,788.97 SANTA MONICA CA 90405 2 10/24/01 00 0413173162 05 12/01/01 0 0413173162 O 11/01/31 0 6237172 E22/G01 F 320,000.00 ZZ 360 319,737.70 1 7.000 2,128.97 80 6.750 2,128.97 BOCA RATON FL 33433 1 10/30/01 00 0413195678 03 12/01/01 0 0413195678 O 11/01/31 0 6238722 A06/G01 F 395,000.00 ZZ 360 395,000.00 1 6.750 2,561.97 72 6.500 2,561.97 FARMINGTON HILL MI 48334 5 11/02/01 00 0433377363 05 01/01/02 0 1 1000020146277 O 12/01/31 0 6242348 H58/G01 F 344,000.00 ZZ 360 343,718.03 1 7.000 2,288.64 58 6.750 2,288.64 ENCINITAS CA 92007 2 10/29/01 00 0433388527 05 12/01/01 0 0000078392 O 11/01/31 0 6243240 696/G01 F 393,000.00 ZZ 360 392,669.83 1 6.875 2,581.73 24 6.625 2,581.73 WASHINGTON DC 20008 2 10/23/01 00 0433305455 05 12/01/01 0 30501167 O 11/01/31 0 6243672 K79/G01 F 350,000.00 ZZ 360 350,000.00 1 6.875 2,299.25 54 6.625 2,299.25 NEWTON MA 02159 2 11/28/01 00 0433415486 05 01/01/02 0 14284 O 12/01/31 0 6244196 696/G01 F 300,000.00 ZZ 360 299,747.96 1 6.875 1,970.79 66 6.625 1,970.79 SILVER SPRING MD 20910 2 10/23/01 00 0433319605 05 12/01/01 0 30501172 O 11/01/31 0 6246410 964/G01 F 420,000.00 T 360 420,000.00 1 7.250 2,865.14 68 7.000 2,865.14 NEWPORT BEACH CA 92663 1 11/13/01 00 0433405073 01 01/01/02 0 165219 O 12/01/31 0 1 6246790 757/G01 F 399,900.00 ZZ 360 399,900.00 1 6.500 2,527.65 74 6.250 2,527.65 SEVERNA PARK MD 21146 2 11/13/01 00 0433396678 05 01/01/02 0 1000496784 O 12/01/31 0 6247184 964/G01 F 420,000.00 ZZ 360 420,000.00 1 6.750 2,724.11 77 6.500 2,724.11 GRANITE BAY CA 95746 2 11/13/01 00 0433422912 03 01/01/02 0 166933 O 12/01/31 0 6247784 964/G01 F 324,000.00 ZZ 360 324,000.00 1 6.625 2,074.61 80 6.375 2,074.61 ANAHEIM CA 92807 1 11/06/01 00 0433338290 03 01/01/02 0 410162982 O 12/01/31 0 6248766 964/G01 F 392,000.00 ZZ 360 392,000.00 1 7.000 2,607.99 80 6.750 2,607.99 ANAHEIM CA 92808 2 11/02/01 00 0433391364 03 01/01/02 0 156967 O 12/01/31 0 6250480 E87/G01 F 397,400.00 ZZ 360 397,400.00 1 6.875 2,610.64 27 6.625 2,610.64 MALIBU CA 90265 2 11/07/01 00 0433410875 05 01/01/02 0 70003839 O 12/01/31 0 6251336 696/G01 F 650,000.00 ZZ 360 649,453.92 1 6.875 4,270.04 65 6.625 4,270.04 1 CHEVY CHASE MD 20815 2 10/24/01 00 0433303310 05 12/01/01 0 31101213 O 11/01/31 0 6253610 696/G01 F 302,500.00 ZZ 360 302,245.86 1 6.875 1,987.21 64 6.625 1,987.21 BURKE VA 22015 2 10/24/01 00 0433311693 03 12/01/01 0 25401194 O 11/01/31 0 6254222 L60/L60 F 545,000.00 ZZ 360 543,366.89 1 7.500 3,810.72 69 7.250 3,810.72 ANNAPOLIS MD 21401 2 07/11/01 00 6990394952 05 09/01/01 0 6990394952 O 08/01/31 0 6254322 696/G01 F 350,000.00 ZZ 360 349,698.66 1 6.750 2,270.09 61 6.500 2,270.09 VIENNA VA 22182 2 10/24/01 00 0433299062 05 12/01/01 0 20201073 O 11/01/31 0 6257366 964/G01 F 325,000.00 ZZ 360 325,000.00 1 6.875 2,135.02 60 6.625 2,135.02 FOLSOM CA 95630 5 11/08/01 00 0433362142 05 01/01/02 0 160958 O 12/01/31 0 6258024 964/G01 F 479,000.00 ZZ 360 479,000.00 1 6.875 3,146.69 78 6.625 3,146.69 PLESANTON CA 94596 2 11/08/01 00 0433396751 05 01/01/02 0 160792 O 12/01/31 0 1 6258426 B57/G01 F 975,000.00 ZZ 360 975,000.00 1 6.750 6,323.83 65 6.500 6,323.83 LOS ANGELES CA 90068 5 11/14/01 00 0433419785 05 01/01/02 0 2118172 O 12/01/31 0 6258532 964/G01 F 299,000.00 ZZ 360 299,000.00 1 7.000 1,989.26 68 6.750 1,989.26 GILROY CA 95020 2 11/12/01 00 0433431053 05 01/01/02 0 161807 O 12/01/31 0 6260862 H12/G01 F 380,000.00 ZZ 360 379,688.52 1 7.000 2,528.15 51 6.750 2,528.15 OMAHA NE 68124 2 10/17/01 00 0433340296 05 12/01/01 0 0800015610501 O 11/01/31 0 6262968 E82/G01 F 302,400.00 ZZ 360 302,145.95 1 6.875 1,986.55 66 6.625 1,986.55 PALATINE IL 60067 2 10/29/01 00 0400527511 05 12/01/01 0 0400527511 O 11/01/31 0 6262978 E82/G01 F 479,200.00 ZZ 360 478,835.36 1 7.375 3,309.72 80 7.125 3,309.72 SANTA ROSA CA 95404 2 10/24/01 00 0400503900 05 12/01/01 0 3758205 O 11/01/31 0 6262990 E82/G01 F 624,000.00 ZZ 360 623,513.22 1 1 7.250 4,256.78 80 7.000 4,256.78 SAN RAFAEL CA 94901 2 10/17/01 00 0400500351 05 12/01/01 0 3849169 O 11/01/31 0 6263004 E82/G01 F 298,000.00 ZZ 360 297,755.73 1 7.000 1,982.60 55 6.750 1,982.60 POWAY CA 92064 5 10/29/01 00 0400511846 05 12/01/01 0 0400511846 O 11/01/31 0 6263104 B57/G01 F 340,000.00 ZZ 360 340,000.00 1 6.625 2,177.06 78 6.375 2,177.06 SANTA CLARITA CA 91351 1 11/15/01 00 0433398146 05 01/01/02 0 2118489 O 12/01/31 0 6264618 E22/G01 F 338,200.00 ZZ 360 337,915.87 1 6.875 2,221.73 80 6.625 2,221.73 TRUSSVILLE AL 35173 5 10/26/01 00 0413072729 05 12/01/01 0 0413072729 O 11/01/31 0 6264808 E22/G01 F 428,000.00 ZZ 360 427,613.08 1 6.500 2,705.25 68 6.250 2,705.25 COSTA MESA CA 92626 2 10/22/01 00 0413160425 05 12/01/01 0 0413160425 O 11/01/31 0 6264854 E22/G01 F 327,500.00 ZZ 360 327,244.52 1 7.250 2,234.13 78 7.000 2,234.13 BRIGHTON CO 80603 2 10/21/01 00 0413172628 03 12/01/01 0 1 0413172628 O 11/01/31 0 6264966 E22/G01 F 190,000.00 ZZ 360 189,840.38 1 6.875 1,248.16 75 6.625 1,248.16 LAKEWOOD CA 90713 5 10/25/01 00 0413199407 05 12/01/01 0 0413199407 O 11/01/31 0 6265588 P60/G01 F 735,000.00 ZZ 360 734,367.18 1 6.750 4,767.20 70 6.500 4,767.20 ROSSFORD OH 43460 2 10/26/01 00 0433409117 05 12/01/01 0 6100065196 O 11/01/31 0 6266502 A06/G01 F 478,000.00 ZZ 360 478,000.00 1 6.750 3,100.30 77 6.500 3,100.30 BLOOMFIELD HILL MI 48301 2 11/07/01 00 0433385739 05 01/01/02 0 1 O 12/01/31 0 6266858 R65/G01 F 328,000.00 ZZ 360 328,000.00 1 6.875 2,154.73 80 6.625 2,154.73 ELKRIDGE MD 21015 2 11/09/01 00 0433428158 05 01/01/02 0 20015652 O 12/01/31 0 6269766 964/G01 F 295,000.00 ZZ 360 295,000.00 1 7.250 2,012.42 76 7.000 2,012.42 LIVERMORE CA 94550 2 11/13/01 00 0433426079 05 01/01/02 0 9641902 O 12/01/31 0 1 6270144 757/G01 F 606,000.00 T 360 606,000.00 1 6.875 3,980.99 75 6.625 3,980.99 BLUE RIDGE GA 30513 2 11/16/01 00 0433404654 05 01/01/02 0 1000490456 O 12/01/31 0 6271198 N47/G01 F 340,000.00 ZZ 360 340,000.00 1 7.000 2,262.03 80 6.750 2,262.03 PETALUMA CA 94954 1 11/09/01 00 0433386240 05 01/01/02 0 20211629 O 12/01/31 0 6271682 B57/G01 F 399,900.00 ZZ 360 399,900.00 1 6.625 2,560.60 60 6.375 2,560.60 LOS ANGELES CA 90046 5 11/06/01 00 0433392669 05 01/01/02 0 2117973 O 12/01/31 0 6272798 R84/G01 F 750,000.00 ZZ 360 750,000.00 1 6.875 4,926.97 70 6.625 4,926.97 HOUSTON TX 77019 2 11/07/01 00 0433416096 05 01/01/02 0 0504140 O 12/01/31 0 6276096 470/G01 F 320,000.00 ZZ 360 320,000.00 1 6.625 2,049.00 64 6.375 2,049.00 SANTA ROSA CA 95405 2 11/05/01 00 0433398575 05 01/01/02 0 56002567 O 12/01/31 0 6276164 964/G01 F 344,650.00 ZZ 360 344,650.00 1 6.500 2,178.42 80 6.250 2,178.42 1 ELK GROVE CA 95624 1 11/06/01 00 0433385358 05 01/01/02 0 167318 O 12/01/31 0 6277466 964/G01 F 352,000.00 ZZ 360 352,000.00 1 6.625 2,253.90 80 6.375 2,253.90 CYPRESS CA 90630 1 11/06/01 00 0433357373 05 01/01/02 0 145726 O 12/01/31 0 6277766 964/G01 F 338,500.00 ZZ 360 338,500.00 1 6.750 2,195.50 57 6.500 2,195.50 SAN RAFAEL CA 94903 2 11/08/01 00 0433394152 05 01/01/02 0 162520 O 12/01/31 0 6282464 964/G01 F 290,000.00 ZZ 360 290,000.00 1 7.500 2,027.72 80 7.250 2,027.72 FRESNO CA 93726 2 10/31/01 00 0433347838 05 01/01/02 0 151662 O 12/01/31 0 6288764 964/G01 F 410,000.00 ZZ 360 410,000.00 1 6.875 2,693.41 51 6.625 2,693.41 SEBASTOPOL CA 95472 2 11/06/01 00 0433385150 05 01/01/02 0 162215 O 12/01/31 0 6290824 E22/G01 F 490,000.00 ZZ 360 489,598.35 1 7.000 3,259.98 74 6.750 3,259.98 LOS ANGELES CA 90048 2 10/18/01 00 0413058868 05 12/01/01 0 0413058868 O 11/01/31 0 1 6290876 E22/G01 F 278,000.00 ZZ 360 277,766.45 1 6.875 1,826.26 79 6.625 1,826.26 LOS ANGELES CA 90039 2 10/25/01 00 0413153412 05 12/01/01 0 0413153412 O 11/01/31 0 6290880 E22/G01 F 635,000.00 ZZ 360 634,439.76 1 6.625 4,065.97 43 6.375 4,065.97 SANTA MONICA CA 90402 2 10/24/01 00 0413154097 05 12/01/01 0 0413154097 O 11/01/31 0 6290916 E22/G01 F 324,563.00 ZZ 360 324,269.59 1 6.500 2,051.46 56 6.250 2,051.46 FOSTER CITY CA 94404 5 10/24/01 00 0413185349 09 12/01/01 0 0413185349 O 11/01/31 0 6291520 E82/G01 F 297,700.00 ZZ 360 297,449.89 1 6.875 1,955.68 70 6.625 1,955.68 NOVATO CA 94947 2 10/30/01 00 0400515474 05 12/01/01 0 3904018 O 11/01/31 0 6291528 E82/G01 F 368,800.00 ZZ 360 368,490.17 1 6.875 2,422.75 77 6.625 2,422.75 ARVADA CO 80403 2 10/30/01 00 0400517587 05 12/01/01 0 4331816 O 11/01/31 0 6291536 E82/G01 F 437,800.00 ZZ 360 437,441.14 1 1 7.000 2,912.69 71 6.750 2,912.69 BEAVERCREEK OR 97004 2 10/30/01 00 0400517462 05 12/01/01 0 1977443 O 11/01/31 0 6291550 E82/G01 F 347,000.00 ZZ 360 346,708.48 1 6.875 2,279.54 78 6.625 2,279.54 LAS VEGAS NV 89145 2 10/31/01 00 0400517926 03 12/01/01 0 3826348 O 11/01/31 0 6291554 E82/G01 F 628,000.00 ZZ 360 627,497.80 1 7.125 4,230.95 80 6.875 4,230.95 LAGUNA HILLS CA 92653 2 10/30/01 00 0400517918 03 12/01/01 0 0400517918 O 11/01/31 0 6292064 B57/G01 F 615,200.00 ZZ 360 614,683.15 1 6.875 4,041.43 80 6.625 4,041.43 GLENDALE CA 91207 1 10/19/01 00 0433394269 05 12/01/01 0 2117548 O 11/01/31 0 6298306 M45/G01 F 348,000.00 ZZ 360 347,369.10 1 6.500 2,199.60 80 6.250 2,199.60 VALLEY FORGE PA 19481 1 09/28/01 00 0433313806 05 11/01/01 0 A0257115 O 10/01/31 0 6298446 G33/G01 F 973,000.00 ZZ 360 972,141.54 1 6.625 6,230.23 70 6.375 6,230.23 UNIVERSITY PARK TX 75225 2 10/26/01 00 0433383874 05 12/01/01 0 1 50155 O 11/01/31 0 6300500 975/G01 F 320,000.00 ZZ 360 320,000.00 1 6.875 2,102.17 68 6.625 2,102.17 UNION CITY CA 94587 5 11/14/01 00 0433421559 05 01/01/02 0 2015295 O 12/01/31 0 6302272 642/G01 F 43,000.00 ZZ 360 43,000.00 1 7.500 300.66 89 7.250 300.66 GRAND RAPIDS MI 49503 2 11/12/01 10 0433391166 05 01/01/02 25 10168601 O 12/01/31 0 6302368 R88/G01 F 881,250.00 ZZ 360 879,016.17 1 6.875 5,789.19 75 6.625 5,789.19 ROLLING HILLS E CA 90274 2 08/03/01 00 0433321650 05 10/01/01 0 1200943 O 09/01/31 0 6302634 964/G01 F 333,000.00 ZZ 360 333,000.00 1 6.750 2,159.83 71 6.500 2,159.83 EL DORADO HILLS CA 95762 5 11/06/01 00 0433391372 03 01/01/02 0 157384 O 12/01/31 0 6306148 470/G01 F 625,000.00 ZZ 360 624,474.92 1 6.875 4,105.81 72 6.625 4,105.81 SANTA ROSA CA 95404 1 10/31/01 00 0433390275 05 12/01/01 0 56002999 O 11/01/31 0 1 6306178 H47/G01 F 323,000.00 ZZ 360 323,000.00 1 6.875 2,121.88 59 6.625 2,121.88 GOLDEN CO 80401 2 11/04/01 00 0433393915 03 01/01/02 0 1621194189 O 12/01/31 0 6306300 K21/G01 F 445,000.00 ZZ 360 445,000.00 1 6.750 2,886.26 54 6.500 2,886.26 WESTLAKE VILLAG CA 91361 5 11/07/01 00 0433394954 05 01/01/02 0 0116293 O 12/01/31 0 6306316 964/G01 F 366,000.00 ZZ 360 366,000.00 1 6.875 2,404.36 87 6.625 2,404.36 PISMO BEACH CA 93449 2 11/09/01 01 0433394194 05 01/01/02 25 154483 O 12/01/31 0 6307194 964/G01 F 385,000.00 ZZ 360 385,000.00 1 6.875 2,529.18 61 6.625 2,529.18 SCOTTS VALLEY CA 95066 5 11/15/01 00 0433417599 05 01/01/02 0 161338 O 12/01/31 0 6310864 M45/G01 F 380,000.00 ZZ 360 379,664.73 1 6.625 2,433.19 72 6.375 2,433.19 CASTLE ROCK CO 80104 1 10/18/01 00 0433314853 03 12/01/01 0 A0286566 O 11/01/31 0 6311012 964/G01 F 360,000.00 ZZ 360 360,000.00 1 6.750 2,334.95 59 6.500 2,334.95 1 COTO DE CAZA AR CA 92679 1 11/07/01 00 0433415023 03 01/01/02 0 161667 O 12/01/31 0 6311022 E87/G01 F 330,000.00 ZZ 360 330,000.00 1 6.875 2,167.87 75 6.625 2,167.87 SANTA BARBARA CA 93103 5 11/08/01 00 0433390267 05 01/01/02 0 70003843 O 12/01/31 0 6311358 F36/G01 F 236,500.00 ZZ 360 236,500.00 1 6.750 1,533.93 70 6.500 1,533.93 LAKEWOOD WA 98499 2 11/07/01 00 0433392271 05 01/01/02 0 06403223 O 12/01/31 0 6311650 P09/G01 F 425,000.00 ZZ 360 425,000.00 1 6.750 2,756.54 69 6.500 2,756.54 POTOMAC MD 20854 1 11/15/01 00 0433393998 05 01/01/02 0 GLICK O 12/01/31 0 6312020 964/G01 F 440,000.00 ZZ 360 440,000.00 1 6.625 2,817.37 74 6.375 2,817.37 SEATTLE WA 98136 2 11/09/01 00 0433414273 05 01/01/02 0 168352 O 12/01/31 0 6313944 964/G01 F 329,000.00 ZZ 360 328,709.73 1 6.625 2,106.62 67 6.375 2,106.62 HUNTINGTON BEAC CA 92647 2 10/29/01 00 0433372307 05 12/01/01 0 157375 O 11/01/31 0 1 6314418 E33/G01 F 479,000.00 ZZ 360 479,000.00 1 6.750 3,106.78 66 6.500 3,106.78 LAKE BLUFF IL 60044 2 10/29/01 00 0433435963 05 01/01/02 0 DOETSCH O 12/01/31 0 6314472 964/G01 F 410,400.00 ZZ 360 410,400.00 1 6.750 2,661.85 80 6.500 2,661.85 OAKLAND CA 94602 1 11/12/01 00 0433395191 05 01/01/02 0 400158587 O 12/01/31 0 6315366 E33/G01 F 331,200.00 ZZ 360 330,914.84 1 6.750 2,148.16 65 6.500 2,148.16 ARLINGTON HEIGH IL 60005 2 10/18/01 00 0433340155 05 12/01/01 0 1 O 11/01/31 0 6319606 E22/G01 F 248,000.00 ZZ 360 247,811.30 1 7.375 1,712.87 62 7.125 1,712.87 WATERFORD MI 48329 5 10/29/01 00 0413046806 05 12/01/01 0 0413046806 O 11/01/31 0 6319630 E22/G01 F 348,000.00 ZZ 360 347,700.38 1 6.750 2,257.12 80 6.500 2,257.12 SEATTLE WA 98103 2 10/22/01 00 0413090846 05 12/01/01 0 0413090846 O 11/01/31 0 6319650 E22/G01 F 472,000.00 ZZ 360 471,593.62 1 1 6.750 3,061.38 63 6.500 3,061.38 SEATTLE WA 98199 5 10/25/01 00 0413123704 05 12/01/01 0 0413123704 O 11/01/31 0 6319664 E22/G01 F 380,000.00 ZZ 360 379,680.75 1 6.875 2,496.33 80 6.625 2,496.33 SAMMAMISH WA 98075 2 10/25/01 00 0413133398 03 12/01/01 0 0413133398 O 11/01/31 0 6319672 E22/G01 F 230,000.00 ZZ 360 229,806.77 1 6.875 1,510.94 60 6.625 1,510.94 SAMMAMISH WA 98074 5 10/24/01 00 0413140195 03 12/01/01 0 0413140195 O 11/01/31 0 6319782 E22/G01 F 431,000.00 ZZ 360 430,628.92 1 6.750 2,795.46 58 6.500 2,795.46 SAN MATEO CA 94403 5 10/26/01 00 0413204389 05 12/01/01 0 0413204389 O 11/01/31 0 6319784 E22/G01 F 225,000.00 ZZ 360 224,796.60 1 6.500 1,422.15 90 6.250 1,422.15 ANCHORAGE AK 99517 1 10/26/01 04 0413204504 05 12/01/01 25 0413204504 O 11/01/31 0 6319830 E22/G01 F 332,000.00 ZZ 360 331,721.08 1 6.875 2,181.00 80 6.625 2,181.00 MIAMI FL 33183 1 11/02/01 00 0413223041 03 12/01/01 0 1 0413223041 O 11/01/31 0 6320414 E82/G01 F 452,950.00 ZZ 360 452,596.65 1 7.250 3,089.92 42 7.000 3,089.92 SOLANA BEACH CA 92075 2 10/31/01 00 0400500492 05 12/01/01 0 1686148 O 11/01/31 0 6320430 E82/G01 F 404,400.00 ZZ 360 404,400.00 1 7.000 2,690.48 61 6.750 2,690.48 OAKLAND CA 94619 2 11/01/01 00 0400519161 03 01/01/02 0 0400519161 O 12/01/31 0 6320498 F99/G01 F 550,000.00 ZZ 360 549,526.46 1 6.750 3,567.29 55 6.500 3,567.29 WESTPORT CT 06880 1 10/16/01 00 0433334307 05 12/01/01 0 4702169533 O 11/01/31 0 6322104 T53/G01 F 396,000.00 ZZ 360 395,675.40 1 7.000 2,634.60 78 6.750 2,634.60 LA VERNE CA 91750 5 10/24/01 00 0433425162 03 12/01/01 0 31001189 O 11/01/31 0 6324460 A06/G01 F 377,100.00 ZZ 360 377,100.00 1 6.875 2,477.28 79 6.625 2,477.28 BEVERLY HILLS MI 48025 2 11/16/01 00 0433429545 05 01/01/02 0 021000020149953 O 12/01/31 0 1 6326424 A35/G01 F 320,000.00 ZZ 360 320,000.00 1 7.000 2,128.97 89 6.750 2,128.97 EAST ROCKAWAY NY 11518 1 11/30/01 01 0433432705 05 01/01/02 25 12662 O 12/01/31 0 6326604 Q51/G01 F 576,400.00 ZZ 360 575,915.75 1 6.875 3,786.54 65 6.625 3,786.54 LA CANADA FLINT CA 91011 2 10/22/01 00 0433376779 05 12/01/01 0 0503796R1101408 O 11/01/31 0 6327278 964/G01 F 551,500.00 ZZ 360 551,500.00 1 6.875 3,622.96 46 6.625 3,622.96 RENO NV 89509 2 11/07/01 00 0433398435 03 01/01/02 0 161840 O 12/01/31 0 6332228 964/G01 F 399,950.00 ZZ 360 399,597.14 1 6.625 2,560.92 42 6.375 2,560.92 SEBASTOPOL CA 95472 5 10/10/01 00 0433363314 05 12/01/01 0 152991 O 11/01/31 0 6333696 E47/G01 F 464,000.00 ZZ 360 464,000.00 2 7.375 3,204.73 80 7.125 3,204.73 SAN JOSE CA 95124 1 11/09/01 00 0433389996 05 01/01/02 0 7333011711 O 12/01/31 0 6335770 B57/G01 F 381,000.00 ZZ 360 381,000.00 1 6.625 2,439.58 51 6.375 2,439.58 1 LOS ANGELES CA 90027 2 11/19/01 00 0433410768 05 01/01/02 0 2118106 O 12/01/31 0 6335796 G51/G01 F 426,100.00 ZZ 360 426,100.00 1 6.750 2,763.68 72 6.500 2,763.68 BOULDER CO 80304 2 11/19/01 00 0433416591 03 01/01/02 0 1 O 12/01/31 0 6336066 757/G01 F 378,500.00 ZZ 360 378,500.00 1 6.875 2,486.48 70 6.625 2,486.48 MCLEAN VA 22101 2 11/20/01 00 0433407061 05 01/01/02 0 1000498046 O 12/01/31 0 6336496 696/G01 F 650,000.00 ZZ 360 649,440.36 1 6.750 4,215.89 50 6.500 4,215.89 VIENNA VA 22181 2 10/30/01 00 0433330693 05 12/01/01 0 32701245 O 11/01/31 0 6336510 944/G01 F 484,000.00 ZZ 360 484,000.00 1 6.500 3,059.21 80 6.250 3,059.21 SCOTTSDALE AZ 85259 2 11/08/01 00 0433417359 05 01/01/02 0 W01093728 O 12/01/31 0 6339172 964/G01 F 450,000.00 ZZ 360 450,000.00 1 6.875 2,956.18 71 6.625 2,956.18 SAN FRANCISCO CA 94107 2 11/19/01 00 0433425121 05 01/01/02 0 164403 O 12/01/31 0 1 6340854 893/G01 F 500,000.00 ZZ 360 500,000.00 1 6.500 3,160.34 53 6.250 3,160.34 BURLINGAME CA 94010 5 11/06/01 00 0433388501 05 01/01/02 0 M11012031 O 12/01/31 0 6342488 N47/G01 F 412,500.00 ZZ 360 412,500.00 1 6.875 2,709.83 80 6.625 2,709.83 CLAYTON CA 94517 2 11/07/01 00 0433398260 05 01/01/02 0 20510947 O 12/01/31 0 6342826 964/G01 F 285,000.00 ZZ 360 284,754.63 1 6.750 1,848.50 62 6.500 1,848.50 COLORADO SPRING CO 80906 2 10/22/01 00 0433333325 05 12/01/01 0 152661 O 11/01/31 0 6344556 E23/G01 F 330,000.00 ZZ 360 330,000.00 1 6.375 2,058.77 77 6.125 2,058.77 CARLSBAD CA 92009 1 11/09/01 00 0433398252 01 01/01/02 0 11007549 O 12/01/31 0 6345048 E22/G01 F 348,000.00 ZZ 360 347,707.64 1 6.875 2,286.11 60 6.625 2,286.11 GLENVIEW IL 60025 2 10/31/01 00 0413081100 05 12/01/01 0 0413081100 O 11/01/31 0 6345092 E22/G01 F 480,000.00 ZZ 360 479,625.55 1 1 7.250 3,274.45 59 7.000 3,274.45 IRVINE CA 92602 2 10/11/01 00 0413117235 03 12/01/01 0 0413117235 O 11/01/31 0 6345128 E22/G01 F 453,000.00 ZZ 360 452,609.98 1 6.750 2,938.15 76 6.500 2,938.15 MONUMENT CO 80132 2 10/28/01 00 0413137712 03 12/01/01 0 0413137712 O 11/01/31 0 6345148 E22/G01 F 501,000.00 ZZ 360 500,568.65 1 6.750 3,249.48 54 6.500 3,249.48 DENVER CO 80220 2 10/29/01 00 0413150426 05 12/01/01 0 0413150426 O 11/01/31 0 6345174 E22/G01 F 315,000.00 ZZ 360 315,000.00 1 6.500 1,991.01 32 6.250 1,991.01 SAN JOSE CA 95138 2 10/26/01 00 0413162819 03 01/01/02 0 0413162819 O 12/01/31 0 6345176 E22/G01 F 168,800.00 ZZ 360 168,658.18 1 6.875 1,108.90 80 6.625 1,108.90 SOUTHLAKE TX 76092 5 10/30/01 00 0413162967 05 12/01/01 0 0413162967 O 11/01/31 0 6345178 E22/G01 F 608,000.00 ZZ 360 607,489.20 1 6.875 3,994.13 43 6.625 3,994.13 SAN JOSE CA 95120 2 10/29/01 00 0413163999 05 12/01/01 0 1 0413163999 O 11/01/31 0 6345238 E22/G01 F 375,000.00 ZZ 360 375,000.00 1 6.875 2,463.48 47 6.625 2,463.48 FALLBROOK CA 92028 1 10/30/01 00 0413191826 03 01/01/02 0 0413191826 O 12/01/31 0 6345256 E22/G01 F 312,250.00 ZZ 360 312,250.00 1 7.250 2,130.10 67 7.000 2,130.10 SUNSET TX 76270 2 10/29/01 00 0413200031 05 01/01/02 0 0413200031 O 12/01/31 0 6345316 E22/G01 F 148,000.00 T 360 147,878.68 1 7.000 984.65 80 6.750 984.65 SOUTH LAKE TAHO CA 96150 1 10/29/01 00 0413225632 05 12/01/01 0 0413225632 O 11/01/31 0 6345320 E22/G01 F 428,000.00 ZZ 360 428,000.00 1 6.875 2,811.66 69 6.625 2,811.66 PLEASANTON CA 94566 5 10/29/01 00 0413236423 05 01/01/02 0 0413236423 O 12/01/31 0 6346226 944/G01 F 399,500.00 ZZ 360 399,500.00 1 6.500 2,525.12 24 6.250 2,525.12 EDGEWATER MD 21037 2 11/09/01 00 0433421963 05 01/01/02 0 W01094291 O 12/01/31 0 1 6347698 757/G01 F 312,000.00 ZZ 360 312,000.00 1 6.500 1,972.06 80 6.250 1,972.06 CLIFTON VA 20124 2 11/13/01 00 0433396744 03 01/01/02 0 1000496776 O 12/01/31 0 6347774 994/X14 F 500,000.00 ZZ 360 499,217.53 1 7.250 3,410.89 77 7.000 3,410.89 WESTFIELD NJ 07090 2 09/24/01 00 1000272251 05 11/01/01 0 1000272251 O 10/01/31 0 6348038 994/X14 F 647,000.00 ZZ 360 646,482.60 1 7.125 4,358.96 72 6.875 4,358.96 SAN MATEO CA 94402 2 11/28/01 00 218861643 05 12/01/01 0 218861643 O 11/01/31 0 6348370 994/X14 F 550,000.00 ZZ 360 549,117.72 1 7.125 3,705.46 69 6.875 3,705.46 STAMFORD CT 06903 2 09/24/01 00 001999992758 05 11/01/01 0 001999992758 O 10/01/31 0 6348696 994/X14 F 311,700.00 ZZ 360 311,212.21 1 7.250 2,126.35 80 7.000 2,126.35 HENDERSON NV 89052 1 09/05/01 00 01002220 03 11/01/01 0 01002220 O 10/01/31 0 6349036 994/X14 F 650,000.00 ZZ 360 649,007.76 1 7.375 4,489.39 80 7.125 4,489.39 1 NORTH ANDOVER MA 01845 1 09/14/01 00 1000311268 05 11/01/01 0 1000311268 O 10/01/31 0 6349732 964/G01 F 307,950.00 ZZ 360 307,950.00 1 6.750 1,997.36 80 6.500 1,997.36 BOTHELL WA 98021 1 11/13/01 00 0433398104 03 01/01/02 0 167037 O 12/01/31 0 6349750 E87/G01 F 525,000.00 ZZ 360 525,000.00 1 6.375 3,275.32 65 6.125 3,275.32 SANTA BARBARA CA 93111 5 11/09/01 00 0433406568 05 01/01/02 0 70003856 O 12/01/31 0 6350016 994/X14 F 355,500.00 ZZ 360 354,929.73 1 7.125 2,395.07 87 6.875 2,395.07 BONITA CA 91902 2 09/26/01 11 403669716 05 11/01/01 25 403669716 O 10/01/31 0 6351352 975/G01 F 330,000.00 ZZ 360 330,000.00 1 6.875 2,167.87 54 6.625 2,167.87 HUNTINGTON BEAC CA 92648 5 11/01/01 00 0433410172 03 01/01/02 0 2015028 O 12/01/31 0 6352870 994/X14 F 369,800.00 ZZ 360 369,176.86 1 6.875 2,429.33 60 6.625 2,429.33 LAKE QUIVIRA KS 66217 2 09/28/01 00 14260 03 11/01/01 0 14260 O 10/01/31 0 1 6354310 994/X14 F 454,500.00 ZZ 360 454,068.75 1 6.250 2,798.44 80 6.000 2,798.44 HARLEYSVILLE PA 19438 1 10/09/01 00 24810 05 12/01/01 0 24810 O 11/01/31 0 6356600 994/X14 F 372,000.00 ZZ 360 371,403.27 1 7.125 2,506.23 80 6.875 2,506.23 LONG BEACH CA 90815 1 09/17/01 00 1418817306 05 11/01/01 0 1418817306 O 10/01/31 0 6357768 994/X14 F 450,000.00 ZZ 240 446,080.19 1 7.375 3,590.85 70 7.125 3,590.85 KENNEBUNKPORT ME 04046 1 09/27/01 00 1000340682 05 11/01/01 0 1000340682 O 10/01/21 0 6358350 994/X14 F 351,000.00 ZZ 360 350,502.94 1 7.750 2,514.61 83 7.500 2,514.61 BALLWIN MO 63011 2 09/25/01 04 40383780 03 11/01/01 12 40383780 O 10/01/31 0 6358800 994/X14 F 296,000.00 ZZ 360 295,353.19 1 7.625 2,095.07 90 7.375 2,095.07 WEST ORANGE NJ 07052 1 08/15/01 11 1000251543 05 10/01/01 25 1000251543 O 09/01/31 0 6359808 994/X14 F 500,000.00 ZZ 360 499,255.52 1 1 7.500 3,496.08 54 7.250 3,496.08 WHITE PLAINS NY 10605 1 09/28/01 00 1000296817 03 11/01/01 0 1000296817 O 10/01/31 0 6359852 994/X14 F 650,000.00 ZZ 360 649,079.51 1 7.750 4,656.68 69 7.500 4,656.68 CALABASAS CA 91302 1 09/20/01 00 618828212 03 11/01/01 0 618828212 O 10/01/31 0 6361138 994/X14 F 380,000.00 ZZ 360 379,375.22 1 7.000 2,528.15 73 6.750 2,528.15 BROOMFIELD CO 80020 5 09/18/01 00 81033405 05 11/01/01 0 81033405 O 10/01/31 0 6361272 S43/G01 F 430,000.00 ZZ 360 430,000.00 1 6.750 2,788.97 66 6.500 2,788.97 SANTA FE NM 87501 2 11/15/01 00 0433395092 03 01/01/02 0 011657 O 12/01/31 0 6362356 994/X14 F 289,800.00 ZZ 360 288,906.22 1 6.750 1,879.64 90 6.500 1,879.64 BALDWIN NY 11510 2 08/23/01 11 R0108117301 05 10/01/01 25 R0108117301 O 09/01/31 0 6362788 994/X14 F 593,000.00 ZZ 360 592,489.44 1 6.750 3,846.19 80 6.500 3,846.19 BROOKLINE MA 02445 2 10/01/01 00 1000247772 05 12/01/01 0 1 1000247772 O 11/01/31 0 6363674 Q59/G01 F 336,000.00 ZZ 360 336,000.00 1 6.625 2,151.44 80 6.375 2,151.44 WESTLAKE VILLAG CA 91361 1 11/09/01 00 0433418795 03 01/01/02 0 304397 O 12/01/31 0 6369520 E23/G01 F 297,000.00 ZZ 360 297,000.00 1 6.625 1,901.72 71 6.375 1,901.72 PETALUMA CA 94952 5 11/13/01 00 0433423456 05 01/01/02 0 62000324 O 12/01/31 0 6369670 964/G01 F 317,000.00 ZZ 360 317,000.00 1 6.750 2,056.06 61 6.500 2,056.06 SAN LUIS OBISPO CA 93401 5 11/10/01 00 0433413218 03 01/01/02 0 162738 O 12/01/31 0 6369794 B57/G01 F 388,000.00 ZZ 360 388,000.00 1 6.875 2,548.88 80 6.625 2,548.88 LOS ANGELES CA 90035 2 11/09/01 00 0433427036 05 01/01/02 0 2117591 O 12/01/31 0 6369850 L60/F27 F 61,100.00 ZZ 360 60,907.62 1 7.250 416.81 75 7.000 416.81 NORFOLK VA 23510 1 08/01/01 00 6920133175 01 09/01/01 0 6920133175 O 08/01/31 0 1 6369854 L60/F27 F 650,000.00 ZZ 360 648,507.06 1 7.375 4,489.39 65 7.125 4,489.39 HILLSBOROUGH NC 27278 5 08/13/01 00 6610786683 03 10/01/01 0 6610786683 O 09/01/31 0 6369862 L60/F27 F 348,500.00 ZZ 360 347,898.21 1 6.750 2,260.36 76 6.500 2,260.36 FAIRFAX STATION VA 22039 2 09/21/01 00 6920149608 05 11/01/01 0 6920149608 O 10/01/31 0 6369864 L60/F27 F 518,400.00 ZZ 360 517,526.47 1 6.875 3,405.52 80 6.625 3,405.52 GAINESVILLE VA 20155 1 09/28/01 00 6920020508 05 11/01/01 0 6920020508 O 10/01/31 0 6369868 L60/F27 F 73,500.00 ZZ 360 73,390.55 1 7.500 513.93 75 7.250 513.93 DURHAM NC 27705 2 09/14/01 00 6990422441 05 11/01/01 0 6990422441 O 10/01/31 0 6369874 L60/F27 F 78,300.00 ZZ 360 78,177.47 1 7.250 534.14 53 7.000 534.14 JACKSONVILLE FL 32258 2 09/18/01 00 6610851299 05 11/01/01 0 6610851299 O 10/01/31 0 6369900 L60/F27 F 366,500.00 ZZ 360 365,658.23 1 7.375 2,531.32 88 7.125 2,531.32 1 RESTON VA 20191 2 08/15/01 12 6990420120 05 10/01/01 25 6990420120 O 09/01/31 0 6369908 L60/F27 F 374,150.00 ZZ 360 373,592.92 1 7.500 2,616.11 80 7.250 2,616.11 ANNAPOLIS MD 21401 1 09/28/01 00 6920082945 05 11/01/01 0 6920082945 O 10/01/31 0 6369912 L60/F27 F 374,400.00 T 360 373,561.20 1 7.500 2,617.86 80 7.250 2,617.86 KITTY HAWK NC 27949 1 08/10/01 00 6990405121 05 10/01/01 0 6990405121 O 09/01/31 0 6369914 L60/F27 F 375,200.00 ZZ 360 374,103.37 1 7.625 2,655.64 80 7.375 2,655.64 VIENNA VA 22181 1 07/20/01 00 6920118354 05 09/01/01 0 6920118354 O 08/01/31 0 6369916 L60/F27 F 376,000.00 ZZ 360 375,381.79 1 7.000 2,501.54 80 6.750 2,501.54 COLUMBIA MD 21044 2 09/21/01 00 6960234209 09 11/01/01 0 6960234209 O 10/01/31 0 6369922 L60/F27 F 380,000.00 ZZ 360 378,499.79 1 7.250 2,592.27 64 7.000 2,592.27 LEESBURG VA 20176 1 06/22/01 00 6920022403 05 08/01/01 0 6920022403 O 07/01/31 0 1 6369926 L60/F27 F 381,600.00 ZZ 360 380,956.98 1 6.875 2,506.84 70 6.625 2,506.84 GAINESVILLE VA 20155 1 09/20/01 00 6920020656 05 11/01/01 0 6920020656 O 10/01/31 0 6369928 L60/F27 F 382,500.00 ZZ 360 381,684.85 1 7.750 2,740.28 80 7.500 2,740.28 MANNASSAS VA 20112 1 08/30/01 00 6920023248 05 10/01/01 0 6920023248 O 09/01/31 0 6369930 L60/F27 F 382,000.00 ZZ 360 381,260.09 1 7.125 2,573.60 74 6.875 2,573.60 HIGH POINT NC 27265 2 09/24/01 00 6610854581 05 11/01/01 0 6610854581 O 10/01/31 0 6369934 L60/F27 F 385,000.00 T 360 384,412.30 1 7.375 2,659.10 80 7.125 2,659.10 CHESAPEAKE BEAC MD 20732 1 09/28/01 00 6960228276 05 11/01/01 0 6960228276 O 10/01/31 0 6369936 L60/F27 F 388,000.00 ZZ 360 386,716.68 1 7.000 2,581.37 79 6.750 2,581.37 PURCELLVILLE VA 20132 1 07/06/01 00 6920105392 05 09/01/01 0 6920105392 O 08/01/31 0 6369938 L60/F27 F 390,000.00 ZZ 360 389,695.76 1 1 7.250 2,660.49 78 7.000 2,660.49 SUMMERFIELD NC 27358 2 10/05/01 00 6610851841 03 12/01/01 0 6610851841 O 11/01/31 0 6369940 L60/F27 F 392,000.00 T 360 391,386.56 1 7.250 2,674.13 80 7.000 2,674.13 WASHINGTON DC 20002 1 09/10/01 00 6990427125 05 11/01/01 0 6990427125 O 10/01/31 0 6369946 L60/F27 F 400,000.00 ZZ 360 398,986.06 1 6.875 2,627.72 73 6.625 2,627.72 GAINESVILLE VA 20155 1 08/31/01 00 6920020419 05 10/01/01 0 6920020419 O 09/01/31 0 6369948 L60/F27 F 400,000.00 ZZ 360 398,771.26 1 7.375 2,762.70 69 7.125 2,762.70 LITHONIA GA 30058 5 07/26/01 00 6610791431 05 09/01/01 0 6610791431 O 08/01/31 0 6369958 L60/F27 F 400,000.00 ZZ 360 399,672.12 1 7.000 2,661.21 69 6.750 2,661.21 ALPHARETTA GA 30022 5 09/27/01 00 6960239731 05 12/01/01 0 6960239731 O 11/01/31 0 6369970 L60/F27 F 415,000.00 ZZ 240 411,398.39 1 7.250 3,280.06 80 7.000 3,280.06 FREELAND MD 21053 2 08/22/01 00 6960208658 05 10/01/01 0 1 6960208658 O 09/01/21 0 6369972 L60/F27 F 415,900.00 ZZ 360 414,485.96 1 8.000 3,051.73 80 7.750 3,051.73 ANNAPOLIS MD 21401 1 06/22/01 00 6920051527 05 08/01/01 0 6920051527 O 07/01/31 0 6369974 L60/F27 F 416,000.00 ZZ 360 415,332.68 1 7.125 2,802.67 80 6.875 2,802.67 GAINESVILLE VA 20155 1 09/28/01 00 6920147974 05 11/01/01 0 6920147974 O 10/01/31 0 6369982 L60/F27 F 424,000.00 ZZ 360 423,352.76 1 7.375 2,928.46 80 7.125 2,928.46 BOLIVIA NC 28422 2 09/18/01 00 6610730564 03 11/01/01 0 6610730564 O 10/01/31 0 6369984 L60/F27 F 424,000.00 ZZ 360 423,634.94 1 6.750 2,750.06 80 6.500 2,750.06 TIMONIUM MD 21093 1 10/15/01 00 6920160466 05 12/01/01 0 6920160466 O 11/01/31 0 6369992 L60/F27 F 431,200.00 ZZ 360 430,184.77 1 7.250 2,941.54 80 7.000 2,941.54 SILVER SPRING MD 20904 1 08/16/01 00 6920091634 05 10/01/01 0 6920091634 O 09/01/31 0 1 6370000 L60/F27 F 441,000.00 ZZ 360 440,292.54 1 7.125 2,971.10 80 6.875 2,971.10 FAIRFAX VA 22030 1 09/14/01 00 6920008117 05 11/01/01 0 6920008117 O 10/01/31 0 6370008 L60/F27 F 456,550.00 ZZ 360 455,761.63 1 6.750 2,961.17 80 6.500 2,961.17 GAINESVILLE VA 20155 1 09/28/01 00 6920027081 05 11/01/01 0 6920027081 O 10/01/31 0 6370016 L60/F27 F 472,500.00 ZZ 360 469,369.37 1 7.250 3,223.28 90 7.000 3,223.28 EVANS GA 30809 1 08/24/01 11 6960109196 05 10/01/01 25 6960109196 O 09/01/31 0 6370020 L60/F27 F 475,400.00 ZZ 360 473,865.72 1 7.125 3,202.86 80 6.875 3,202.86 MCLEAN VA 22101 1 07/16/01 00 6920019186 05 09/01/01 0 6920019186 O 08/01/31 0 6370030 L60/F27 F 492,200.00 ZZ 360 491,385.71 1 7.000 3,274.62 80 6.750 3,274.62 HUGHESVILLE MD 20637 1 09/28/01 00 6920175749 05 11/01/01 0 6920175749 O 10/01/31 0 6370040 L60/F27 F 500,000.00 ZZ 360 496,341.43 1 7.250 3,410.88 75 7.000 3,410.88 1 GARRETT PARK MD 20896 2 08/30/01 00 6990427370 05 10/01/01 0 6990427370 O 09/01/31 0 6370044 L60/F27 F 508,000.00 ZZ 360 506,743.47 1 7.000 3,379.74 80 6.750 3,379.74 CHAPEL HILL NC 27517 1 08/31/01 00 6990422530 03 10/01/01 0 6990422530 O 09/01/31 0 6370046 L60/F27 F 512,500.00 ZZ 360 511,677.89 1 7.125 3,452.81 80 6.875 3,452.81 MCLEAN VA 22101 1 09/28/01 00 6920164828 05 11/01/01 0 6920164828 O 10/01/31 0 6370048 L60/F27 F 516,000.00 ZZ 360 514,631.22 1 7.375 3,563.88 65 7.125 3,563.88 ANNAPOLIS MD 21401 2 08/22/01 00 6960199640 05 10/01/01 0 6960199640 O 09/01/31 0 6370050 L60/F27 F 519,000.00 ZZ 360 515,411.26 1 8.000 3,808.24 80 7.750 3,808.24 BURKE VA 22015 1 01/19/01 00 6920012211 05 03/01/01 0 6920012211 O 02/01/31 0 6370062 L60/F27 F 534,700.00 ZZ 360 533,441.06 1 7.250 3,647.60 80 7.000 3,647.60 SPRINGFIELD VA 22150 1 08/30/01 00 6920004871 05 10/01/01 0 6920004871 O 09/01/31 0 1 6370068 L60/F27 F 548,200.00 ZZ 360 547,213.32 1 7.125 3,693.32 76 6.875 3,693.32 COLUMBIA SC 29223 2 09/06/01 00 6610844063 05 11/01/01 0 6610844063 O 10/01/31 0 6370072 L60/F27 F 552,850.00 ZZ 360 551,548.35 1 7.250 3,771.41 76 7.000 3,771.41 GAITHERSBURG MD 20882 1 08/31/01 00 6920048526 03 10/01/01 0 6920048526 O 09/01/31 0 6370074 L60/F27 F 560,000.00 T 360 557,942.70 1 7.750 4,011.91 71 7.500 4,011.91 BETHANY BEACH DE 19930 1 06/22/01 00 6990373920 05 08/01/01 0 6990373920 O 07/01/31 0 6370076 L60/F27 F 575,000.00 T 360 574,054.61 1 7.000 3,825.49 75 6.750 3,825.49 BALD HEAD ISLAN NC 28461 1 09/28/01 00 6610868329 03 11/01/01 0 6610868329 O 10/01/31 0 6370084 L60/F27 F 599,900.00 ZZ 360 599,006.79 1 7.500 4,194.59 80 7.250 4,194.59 GREAT FALLS VA 22066 1 09/14/01 00 6920158186 05 11/01/01 0 6920158186 O 10/01/31 0 6370088 L60/F27 F 605,000.00 ZZ 360 604,076.47 1 1 7.375 4,178.58 77 7.125 4,178.58 JACKSON MS 39211 2 09/24/01 00 6960224416 05 11/01/01 0 6960224416 O 10/01/31 0 6370092 L60/F27 F 624,000.00 ZZ 360 623,023.50 1 7.250 4,256.78 80 7.000 4,256.78 DURHAM NC 27707 1 09/28/01 00 6990438461 05 11/01/01 0 6990438461 O 10/01/31 0 6370098 L60/F27 F 650,000.00 ZZ 360 648,431.34 1 7.125 4,379.17 75 6.875 4,379.17 MCLEAN VA 22101 1 08/31/01 00 6920052248 05 10/01/01 0 6920052248 O 09/01/31 0 6370110 L60/F27 F 904,000.00 ZZ 360 899,838.18 1 7.750 6,476.37 51 7.500 6,476.37 THE PLAINS VA 20198 2 09/20/01 00 6960227881 05 11/01/01 0 6960227881 O 10/01/31 0 6370114 L60/F27 F 596,250.00 ZZ 360 594,846.14 1 7.250 4,067.48 75 7.000 4,067.48 ASHEVILLE NC 28803 1 08/24/01 00 6990321335 05 10/01/01 0 6990321335 O 09/01/31 0 6370170 L60/F27 F 183,000.00 ZZ 360 182,276.90 1 7.375 1,263.94 74 7.125 1,263.94 WAKE FOREST NC 27587 2 08/17/01 00 6990414244 05 10/01/01 0 1 6990414244 O 09/01/31 0 6370188 L60/F27 F 273,000.00 ZZ 360 272,593.51 1 7.500 1,908.86 52 7.250 1,908.86 LAUREL MD 20723 2 09/24/01 00 6960238980 05 11/01/01 0 6960238980 O 10/01/31 0 6370192 L60/F27 F 283,575.00 ZZ 360 282,890.64 1 7.125 1,910.50 95 6.875 1,910.50 RALEIGH NC 27613 1 08/31/01 11 6990427095 03 10/01/01 30 6990427095 O 09/01/31 0 6370194 L60/F27 F 288,000.00 ZZ 360 287,549.30 1 7.250 1,964.67 65 7.000 1,964.67 CARY NC 27511 2 09/13/01 00 6610840602 03 11/01/01 0 6610840602 O 10/01/31 0 6370196 L60/F27 F 289,750.00 ZZ 360 288,140.77 1 7.375 2,001.23 95 7.125 2,001.23 OXFORD GA 30054 1 04/27/01 12 6960146571 05 06/01/01 30 6960146571 O 05/01/31 0 6370200 L60/F27 F 290,000.00 ZZ 360 289,523.19 1 7.000 1,929.38 72 6.750 1,929.38 MARIETTA GA 30064 2 09/26/01 00 6610863270 05 11/01/01 0 6610863270 O 10/01/31 0 1 6370202 L60/F27 F 291,000.00 ZZ 360 290,348.06 1 7.500 2,034.71 77 7.250 2,034.71 BOLIVIA NC 28422 2 08/30/01 00 6610818879 03 10/01/01 0 6610818879 O 09/01/31 0 6370208 L60/F27 F 298,800.00 ZZ 360 298,304.80 1 7.500 2,089.25 80 7.250 2,089.25 COLUMBIA MD 21029 1 09/14/01 00 6920043567 03 11/01/01 0 6920043567 O 10/01/31 0 6370216 L60/F27 F 300,000.00 ZZ 360 299,530.53 1 7.250 2,046.53 80 7.000 2,046.53 SUPPLY NC 28462 1 09/28/01 00 6610755117 03 11/01/01 0 6610755117 O 10/01/31 0 6370222 L60/F27 F 300,350.00 ZZ 360 299,868.21 1 7.125 2,023.51 80 6.875 2,023.51 BALTIMORE MD 21212 2 09/24/01 00 6920166065 05 11/01/01 0 6920166065 O 10/01/31 0 6370230 L60/F27 F 304,000.00 ZZ 360 303,687.02 1 6.875 1,997.06 70 6.625 1,997.06 MANASSAS VA 20110 2 10/04/01 00 6920166928 05 12/01/01 0 6920166928 O 11/01/31 0 6370240 L60/F27 F 309,600.00 ZZ 360 309,358.48 1 7.250 2,112.02 90 7.000 2,112.02 1 SILER CITY NC 27344 2 10/05/01 01 6610807885 05 12/01/01 25 6610807885 O 11/01/31 0 6370244 L60/F27 F 314,400.00 ZZ 360 314,178.10 1 7.750 2,252.40 80 7.500 2,252.40 GLEN ALLEN VA 23059 5 10/01/01 00 6920094765 05 12/01/01 0 6920094765 O 11/01/31 0 6370248 L60/F27 F 315,611.00 ZZ 360 314,147.73 1 7.375 2,179.85 80 7.125 2,179.85 STAFFORD VA 22554 1 05/21/01 00 6990338785 03 07/01/01 0 6990338785 O 06/01/31 0 6370254 L60/F27 F 319,500.00 ZZ 360 317,463.42 1 7.250 2,179.55 80 7.000 2,179.55 MANASSAS VA 20112 1 03/21/01 00 6920019542 03 05/01/01 0 6920019542 O 04/01/31 0 6370262 L60/F27 F 322,000.00 ZZ 360 321,241.86 1 7.250 2,196.61 72 7.000 2,196.61 MOUNT AIRY MD 21771 2 08/24/01 00 6960195130 05 10/01/01 0 6960195130 O 09/01/31 0 6370268 L60/F27 F 327,000.00 ZZ 360 326,475.45 1 7.125 2,203.06 78 6.875 2,203.06 WILSON NC 27896 5 09/19/01 00 6610845426 05 11/01/01 0 6610845426 O 10/01/31 0 1 6370272 L60/F27 F 328,250.00 ZZ 360 326,855.25 1 6.875 2,156.37 63 6.625 2,156.37 WARRENTON VA 20186 2 06/15/01 00 6061147282 05 08/01/01 0 6061147282 O 07/01/31 0 6370274 L60/F27 F 328,800.00 ZZ 360 328,272.56 1 7.125 2,215.19 80 6.875 2,215.19 MORRISVILLE NC 27560 1 09/25/01 00 6610748498 05 11/01/01 0 6610748498 O 10/01/31 0 6370278 L60/F27 F 330,000.00 ZZ 360 329,010.47 1 7.500 2,307.41 76 7.250 2,307.41 MT. PLEASANT SC 29464 1 07/31/01 00 6990402688 05 09/01/01 0 6990402688 O 08/01/31 0 6370282 L60/F27 F 331,500.00 ZZ 360 330,738.59 1 7.375 2,289.59 80 7.125 2,289.59 LEESBURG VA 20175 1 08/06/01 00 6920020745 05 10/01/01 0 6920020745 O 09/01/31 0 6370284 L60/F27 F 331,650.00 ZZ 360 331,131.00 1 7.250 2,262.44 90 7.000 2,262.44 CLEMMONS NC 27012 1 09/26/01 10 6610858234 05 11/01/01 25 6610858234 O 10/01/31 0 6370286 L60/F27 F 335,000.00 T 360 332,838.59 1 1 7.875 2,428.98 75 7.625 2,428.98 HOLDEN BEACH NC 28462 1 04/04/01 00 6610540978 05 06/01/01 0 6610540978 O 05/01/31 0 6370288 L60/F27 F 335,000.00 ZZ 360 334,211.26 1 7.250 2,285.29 75 7.000 2,285.29 DURHAM NC 27705 5 08/27/01 00 6610841323 05 10/01/01 0 6610841323 O 09/01/31 0 6370290 L60/F27 F 334,800.00 ZZ 360 334,249.54 1 7.000 2,227.43 90 6.750 2,227.43 MACON GA 31210 1 09/27/01 01 6610856029 05 11/01/01 25 6610856029 O 10/01/31 0 6370296 L60/F27 F 336,000.00 ZZ 360 335,487.09 1 7.375 2,320.67 77 7.125 2,320.67 EARLYSVILLE VA 22936 5 09/12/01 00 6990416360 05 11/01/01 0 6990416360 O 10/01/31 0 6370302 L60/F27 F 340,000.00 ZZ 360 338,902.72 1 7.125 2,290.64 80 6.875 2,290.64 MCLEAN VA 22101 1 07/30/01 00 6990408635 05 09/01/01 0 6990408635 O 08/01/31 0 6370304 L60/F27 F 339,900.00 ZZ 360 338,803.03 1 7.125 2,289.97 84 6.875 2,289.97 GREENSBORO NC 27410 1 07/27/01 12 6990408848 03 09/01/01 12 1 6990408848 O 08/01/31 0 6370306 L60/F27 F 340,000.00 ZZ 360 339,179.48 1 7.125 2,290.64 76 6.875 2,290.64 FLORENCE SC 29501 2 08/24/01 00 6610826642 05 10/01/01 0 6610826642 O 09/01/31 0 6370308 L60/F27 F 340,000.00 ZZ 360 339,677.37 1 7.500 2,377.33 80 7.250 2,377.33 WALTERBORO SC 29488 5 10/04/01 00 6610846082 05 12/01/01 0 6610846082 O 11/01/31 0 6370318 L60/F27 F 343,900.00 ZZ 360 343,070.05 1 7.125 2,316.92 80 6.875 2,316.92 MONKTON MD 21111 1 09/13/01 00 6920160318 05 11/01/01 0 6920160318 O 10/01/31 0 6370320 L60/F27 F 343,900.00 ZZ 360 343,167.13 1 7.750 2,463.74 80 7.500 2,463.74 OLNEY MD 20832 1 08/24/01 00 6920071528 05 10/01/01 0 6920071528 O 09/01/31 0 6370328 L60/F27 F 349,000.00 ZZ 360 348,237.38 1 7.625 2,470.20 80 7.375 2,470.20 STERLING VA 20165 2 08/24/01 00 6990423324 05 10/01/01 0 6990423324 O 09/01/31 0 1 6370334 L60/F27 F 350,000.00 ZZ 360 348,897.90 1 7.250 2,387.62 75 7.000 2,387.62 RESTON VA 20190 1 07/05/01 00 6920102555 01 09/01/01 0 6920102555 O 08/01/31 0 6370336 L60/F27 F 350,000.00 ZZ 360 349,002.30 1 7.750 2,507.44 70 7.500 2,507.44 WASHINGTON DC 20012 1 07/31/01 00 6990419475 05 09/01/01 0 6990419475 O 08/01/31 0 6370342 L60/F27 F 350,000.00 ZZ 360 349,410.23 1 6.875 2,299.25 74 6.625 2,299.25 MORRISVILLE NC 27560 1 09/28/01 00 6610887331 05 11/01/01 0 6610887331 O 10/01/31 0 6370346 L60/F27 F 352,500.00 ZZ 360 351,690.38 1 7.375 2,434.63 80 7.125 2,434.63 ANNAPOLIS MD 21401 1 08/31/01 00 6920054941 05 10/01/01 0 6920054941 O 09/01/31 0 6370350 L60/F27 F 354,000.00 ZZ 360 353,716.92 1 7.125 2,384.96 73 6.875 2,384.96 KENSINGTON MD 20895 5 10/08/01 00 6960241000 05 12/01/01 0 6960241000 O 11/01/31 0 6370352 L60/F27 F 356,250.00 ZZ 360 355,182.49 1 7.500 2,490.95 95 7.250 2,490.95 1 CHARLOTTE NC 28211 1 07/12/01 11 6990397552 05 09/01/01 30 6990397552 O 08/01/31 0 6370804 L96/G01 F 328,000.00 ZZ 360 328,000.00 1 6.625 2,100.22 80 6.375 2,100.22 OXNARD CA 93030 1 11/12/01 00 0433424116 03 01/01/02 0 0511475 O 12/01/31 0 6373172 470/G01 F 399,900.00 ZZ 360 399,900.00 1 6.875 2,627.06 60 6.625 2,627.06 PETALUMA CA 94952 5 11/07/01 00 0433396249 03 01/01/02 0 56003056 O 12/01/31 0 6373188 964/G01 F 328,000.00 ZZ 360 328,000.00 1 7.000 2,182.19 72 6.750 2,182.19 ANAHIEM CA 92808 5 11/12/01 00 0433416161 03 01/01/02 0 156611 O 12/01/31 0 6374968 N47/G01 F 340,000.00 ZZ 360 340,000.00 1 6.875 2,233.56 80 6.625 2,233.56 LOS ANGELES CA 90036 1 11/14/01 00 0433391281 05 01/01/02 0 20112326 O 12/01/31 0 6375374 B57/G01 F 538,200.00 ZZ 360 538,200.00 1 6.750 3,490.75 58 6.500 3,490.75 SAN MARINO CA 91108 2 11/21/01 00 0433429594 05 01/01/02 0 2118690 O 12/01/31 0 1 6376042 E22/G01 F 480,000.00 ZZ 360 479,625.55 1 7.250 3,274.45 62 7.000 3,274.45 SPRING TX 77380 5 11/01/01 00 0413074972 03 12/01/01 0 0413074972 O 11/01/31 0 6376044 E22/G01 F 915,000.00 ZZ 360 914,212.21 1 6.750 5,934.67 46 6.500 5,934.67 LOS ANGELES CA 90049 2 10/25/01 00 0413075201 05 12/01/01 0 0413075201 O 11/01/31 0 6376058 E22/G01 F 151,000.00 ZZ 360 151,000.00 1 6.750 979.38 23 6.500 979.38 SAN JOSE CA 95120 5 10/30/01 00 0413105537 03 01/01/02 0 0413105537 O 12/01/31 0 6376086 E22/G01 F 420,000.00 ZZ 360 419,664.13 1 7.125 2,829.62 70 6.875 2,829.62 ORANGE CA 92869 5 10/30/01 00 0413129917 05 12/01/01 0 0413129917 O 11/01/31 0 6376128 E22/G01 F 300,500.00 ZZ 360 300,247.54 1 6.875 1,974.07 67 6.625 1,974.07 LITTLETON CO 80126 5 11/01/01 00 0413164906 03 12/01/01 0 0413164906 O 11/01/31 0 6376168 E22/G01 F 427,000.00 ZZ 360 426,613.99 1 1 6.500 2,698.93 49 6.250 2,698.93 MORAGA CA 94556 2 10/26/01 00 0413194804 05 12/01/01 0 0413194804 O 11/01/31 0 6376178 E22/G01 F 385,000.00 ZZ 360 384,668.53 1 6.750 2,497.10 53 6.500 2,497.10 MORAGA CA 94556 2 10/30/01 00 0413199449 05 12/01/01 0 0413199449 O 11/01/31 0 6376184 E22/G01 F 358,400.00 ZZ 360 358,400.00 1 6.750 2,324.58 67 6.500 2,324.58 WEST BLOOMFIELD MI 48322 2 11/01/01 00 0413202953 05 01/01/02 0 0413202953 O 12/01/31 0 6376186 E22/G01 F 370,000.00 ZZ 360 369,681.44 1 6.750 2,399.81 66 6.500 2,399.81 PLEASANTON CA 94566 2 10/24/01 00 0413203084 05 12/01/01 0 0413203084 O 11/01/31 0 6376188 E22/G01 F 216,000.00 ZZ 360 215,804.73 1 6.500 1,365.27 80 6.250 1,365.27 GREENBELT MD 20770 2 11/01/01 00 0413205378 05 12/01/01 0 0413205378 O 11/01/31 0 6376204 E22/G01 F 427,900.00 ZZ 360 427,549.25 1 7.000 2,846.83 80 6.750 2,846.83 LOS ANGELES CA 91307 1 10/30/01 00 0413214917 05 12/01/01 0 1 0413214917 O 11/01/31 0 6376212 E22/G01 F 263,100.00 ZZ 360 263,100.00 1 6.750 1,706.46 65 6.500 1,706.46 WATSONVILLE CA 95076 5 10/30/01 00 0413216938 05 01/01/02 0 0413216938 O 12/01/31 0 6376214 E22/G01 F 630,000.00 ZZ 360 629,470.73 1 6.875 4,138.65 70 6.625 4,138.65 NEWPORT BEACH CA 92625 5 10/30/01 00 0413219858 03 12/01/01 0 0413219858 O 11/01/31 0 6376752 E82/G01 F 395,000.00 ZZ 360 394,668.15 1 6.875 2,594.87 76 6.625 2,594.87 COLTS NECK NJ 07723 2 11/02/01 00 0400519575 05 12/01/01 0 4418568 O 11/01/31 0 6376754 E82/G01 F 349,600.00 ZZ 360 349,600.00 1 6.875 2,296.62 80 6.625 2,296.62 ELK GROVE CA 95624 2 11/02/01 00 0400520276 05 01/01/02 0 0400520276 O 12/01/31 0 6376772 E82/G01 F 360,100.00 ZZ 360 359,797.47 1 6.875 2,365.60 73 6.625 2,365.60 HAWTHORN WOODS IL 60047 2 10/26/01 00 0400513610 05 12/01/01 0 0400513610 O 11/01/31 0 1 6376774 E82/G01 F 338,350.00 ZZ 360 338,350.00 1 6.750 2,194.53 80 6.500 2,194.53 COLORADO SPRING CO 80920 1 11/08/01 00 0400501383 03 01/01/02 0 0400501383 O 12/01/31 0 6376782 E82/G01 F 399,500.00 ZZ 360 399,180.52 1 7.125 2,691.51 85 6.875 2,691.51 OLIVE BRANCH MS 38654 2 11/01/01 04 0400513867 05 12/01/01 12 3890122 O 11/01/31 0 6376790 E82/G01 F 400,500.00 ZZ 360 400,500.00 1 6.750 2,597.64 79 6.500 2,597.64 GRANITE BAY CA 95746 2 11/02/01 00 0400524971 03 01/01/02 0 0400524971 O 12/01/31 0 6376816 E82/G01 F 302,900.00 ZZ 360 302,900.00 1 6.875 1,989.84 79 6.625 1,989.84 SAN RAFAEL CA 94903 2 11/02/01 00 0400533428 05 01/01/02 0 1805872 O 12/01/31 0 6376974 994/X14 F 360,000.00 ZZ 360 350,832.64 1 8.000 2,641.56 84 7.750 2,641.56 LUTHERVILLE MD 21093 2 03/30/01 11 1000273385 05 05/01/01 12 1000273385 O 04/01/31 0 6377028 994/X14 F 400,000.00 ZZ 360 399,687.96 1 7.250 2,728.71 80 7.000 2,728.71 1 NEW ORLEANS LA 70118 1 10/01/01 00 81006610 05 12/01/01 0 81006610 O 11/01/31 0 6377138 227/G01 F 364,000.00 ZZ 360 363,694.19 1 6.875 2,391.23 80 6.625 2,391.23 MAGNOLIA TX 77354 4 10/19/01 00 0433369139 05 12/01/01 0 1913391 O 11/01/31 0 6377166 994/X14 F 422,000.00 ZZ 360 421,030.74 1 7.375 2,914.65 62 7.125 2,914.65 LEWISBORO NY 10536 2 08/16/01 00 1000158662 05 10/01/01 0 1000158662 O 09/01/31 0 6377328 994/X14 F 450,000.00 ZZ 360 449,621.95 1 6.875 2,956.18 27 6.625 2,956.18 STONE HARBOR NJ 08247 2 10/01/01 00 1000328091 05 12/01/01 0 1000328091 O 11/01/31 0 6377396 550/550 F 585,000.00 ZZ 360 584,520.48 1 7.000 3,892.02 39 6.750 3,892.02 HILLSBOROUGH CA 94010 2 10/22/01 00 120551341 05 12/01/01 0 120551341 O 11/01/31 0 6377696 994/X14 F 309,200.00 ZZ 360 308,958.79 1 7.250 2,109.29 78 7.000 2,109.29 DALLAS TX 75206 2 10/12/01 00 5018838096 05 12/01/01 0 5018838096 O 11/01/31 0 1 6377846 994/X14 F 320,700.00 ZZ 360 318,959.96 1 7.375 2,215.00 74 7.125 2,215.00 CHICAGO IL 60611 2 04/20/01 00 3918169112 01 06/01/01 0 3918169112 O 05/01/31 0 6378264 994/X14 F 318,150.00 ZZ 360 317,699.45 1 7.750 2,279.27 76 7.500 2,279.27 SANTA CRUZ CA 95062 2 09/13/01 00 218735771 05 11/01/01 0 218735771 O 10/01/31 0 6378602 994/X14 F 486,000.00 ZZ 360 485,591.71 1 6.875 3,192.67 78 6.625 3,192.67 LAS CRUCES NM 88011 2 10/09/01 00 0402368018 05 12/01/01 0 0402368018 O 11/01/31 0 6379002 R65/G01 F 477,000.00 ZZ 360 477,000.00 1 6.625 3,054.28 80 6.375 3,054.28 LORTON VA 22079 1 11/15/01 00 0433391273 05 01/01/02 0 20015745 O 12/01/31 0 6381046 E23/G01 F 337,600.00 ZZ 360 337,600.00 1 6.625 2,161.69 80 6.375 2,161.69 RANCHO CUCAMONG CA 91739 1 11/15/01 00 0433432051 03 01/01/02 0 51009529 O 12/01/31 0 6384898 N28/G01 F 400,000.00 ZZ 360 399,647.09 1 1 6.625 2,561.24 76 6.375 2,561.24 PORTLAND OR 97201 2 10/25/01 00 0433358033 05 12/01/01 0 25717 O 11/01/31 0 6385156 738/G01 F 385,000.00 ZZ 360 385,000.00 1 6.250 2,370.52 86 6.000 2,370.52 ANDERSON SC 29621 2 11/09/01 14 0433395480 05 01/01/02 25 00401495010020 O 12/01/31 0 6385222 994/X14 F 300,000.00 ZZ 360 299,530.53 1 7.250 2,046.53 74 7.000 2,046.53 MADISON WI 53711 2 09/26/01 00 403852332 05 11/01/01 0 403852332 O 10/01/31 0 6386962 714/G01 F 325,000.00 ZZ 360 325,000.00 1 6.875 2,135.02 55 6.625 2,135.02 FOX POINT WI 53217 2 10/29/01 00 0433380144 05 01/01/02 0 NEIBOR O 12/01/31 0 6387006 B57/G01 F 369,000.00 ZZ 360 369,000.00 1 7.000 2,454.97 75 6.750 2,454.97 ALTADENA CA 91001 2 11/01/01 00 0433403896 05 01/01/02 0 2118017 O 12/01/31 0 6387628 893/G01 F 321,000.00 ZZ 360 321,000.00 1 6.875 2,108.74 55 6.625 2,108.74 MENLO PARK CA 94025 5 11/07/01 00 0433389467 05 01/01/02 0 1 M11029061 O 12/01/31 0 6387762 994/X14 F 416,000.00 ZZ 360 415,348.98 1 7.250 2,837.86 78 7.000 2,837.86 BURLINGTON CT 06013 2 09/24/01 00 10000291271 05 11/01/01 0 10000291271 O 10/01/31 0 6388844 994/X14 F 427,200.00 ZZ 360 426,531.47 1 7.250 2,914.26 71 7.000 2,914.26 HOUSTON TX 77030 2 09/24/01 00 218496945 05 11/01/01 0 218496945 O 10/01/31 0 6389228 A06/G01 F 306,000.00 ZZ 360 305,755.30 1 7.125 2,061.58 78 6.875 2,061.58 MILFORD MI 48380 2 10/26/01 00 0433378437 03 12/01/01 0 021000020145610 O 11/01/31 0 6389582 806/G01 F 290,393.00 ZZ 360 290,172.03 1 7.375 2,005.68 90 7.125 2,005.68 VACAVILLE CA 95687 1 10/08/01 11 0433423902 05 12/01/01 25 1070001553 O 11/01/31 0 6394586 994/X14 F 316,000.00 ZZ 360 315,505.49 1 7.250 2,155.68 80 7.000 2,155.68 WESTFIELD NJ 07090 1 09/17/01 00 001999992548 05 11/01/01 0 001999992548 O 10/01/31 0 1 6394952 B65/G01 F 772,000.00 ZZ 360 771,367.19 1 7.000 5,136.14 62 6.750 5,136.14 COLUMBUS OH 43221 2 10/29/01 00 0433364338 05 12/01/01 0 SR018524 O 11/01/31 0 6395744 994/X14 F 294,700.00 ZZ 360 294,203.42 1 6.875 1,935.97 72 6.625 1,935.97 STEVENSON RANCH CA 91381 2 09/12/01 00 403676123 03 11/01/01 0 403676123 O 10/01/31 0 6396004 N47/G01 F 399,950.00 ZZ 360 399,950.00 1 6.750 2,594.07 80 6.500 2,594.07 HOLLISTER CA 95023 1 11/09/01 00 0433429248 03 01/01/02 0 20112401 O 12/01/31 0 6396214 738/G01 F 553,000.00 ZZ 360 552,523.88 1 6.750 3,586.75 70 6.500 3,586.75 HUNTSVILLE AL 35801 5 10/23/01 00 0433393295 05 12/01/01 0 40102603 O 11/01/31 0 6398212 964/G01 F 616,000.00 ZZ 360 616,000.00 1 6.875 4,046.68 80 6.625 4,046.68 TORRANCE CA 90277 2 11/13/01 00 0433430816 05 01/01/02 0 167669 O 12/01/31 0 6401354 E82/G01 F 453,000.00 ZZ 360 452,619.42 1 6.875 2,975.89 80 6.625 2,975.89 1 ESCONDIDO CA 92029 2 11/02/01 00 0400478988 05 12/01/01 0 1989320 O 11/01/31 0 6401694 696/G01 F 650,000.00 ZZ 360 649,412.39 1 6.500 4,108.44 62 6.250 4,108.44 GREAT FALLS VA 22066 1 11/02/01 00 0433339983 05 12/01/01 0 25001159 O 11/01/31 0 6401968 253/253 F 400,000.00 ZZ 360 399,672.12 1 7.000 2,661.21 80 6.750 2,661.21 LAVEEN AZ 85339 2 10/24/01 00 959054 05 12/01/01 0 959054 O 11/01/31 0 6408342 E22/G01 F 350,710.00 ZZ 360 350,415.36 1 6.875 2,303.92 75 6.625 2,303.92 MIAMI FL 33133 2 10/24/01 00 0413106873 05 12/01/01 0 0413106873 O 11/01/31 0 6408356 E22/G01 F 366,000.00 ZZ 360 364,570.94 1 6.875 2,404.36 72 6.625 2,404.36 SAN DIMAS CA 91773 2 10/30/01 00 0413124884 03 12/01/01 0 0413124884 O 11/01/31 0 6408358 E22/G01 F 479,000.00 ZZ 360 478,597.58 1 6.875 3,146.69 64 6.625 3,146.69 SEATTLE WA 98103 2 10/30/01 00 0413125410 05 12/01/01 0 0413125410 O 11/01/31 0 1 6408368 E22/G01 F 505,000.00 ZZ 360 504,575.74 1 6.875 3,317.49 74 6.625 3,317.49 NEWPORT BEACH CA 92663 2 10/29/01 00 0413128604 05 12/01/01 0 0413128604 O 11/01/31 0 6408374 E22/G01 F 640,000.00 ZZ 360 640,000.00 1 6.875 4,204.34 79 6.625 4,204.34 MCLEAN VA 22101 2 11/02/01 00 0413138967 05 01/01/02 0 0413138967 O 12/01/31 0 6408380 E22/G01 F 390,000.00 ZZ 360 389,664.22 1 6.750 2,529.53 77 6.500 2,529.53 FRESNO CA 93711 2 10/31/01 00 0413141151 05 12/01/01 0 0413141151 O 11/01/31 0 6408392 E22/G01 F 348,000.00 ZZ 360 347,692.97 1 6.625 2,228.28 80 6.375 2,228.28 TACOMA WA 98422 2 10/29/01 00 0413154865 03 12/01/01 0 0413154865 O 11/01/31 0 6408460 E22/G01 F 551,000.00 ZZ 360 551,000.00 1 6.875 3,619.68 80 6.625 3,619.68 LIVERMORE CA 94550 2 11/01/01 00 0413192584 05 01/01/02 0 0413192584 O 12/01/31 0 6408466 E22/G01 F 448,000.00 ZZ 360 448,000.00 1 1 6.625 2,868.59 80 6.375 2,868.59 MISSION VIEJO CA 92691 1 10/30/01 00 0413194978 03 01/01/02 0 0413194978 O 12/01/31 0 6408470 E22/G01 F 410,000.00 ZZ 360 409,655.55 1 6.875 2,693.41 32 6.625 2,693.41 SARATOGA CA 95070 2 10/26/01 00 0413196171 05 12/01/01 0 0413196171 O 11/01/31 0 6408472 E22/G01 F 183,000.00 ZZ 360 183,000.00 1 7.000 1,217.50 94 6.750 1,217.50 GRAND JUNCTION CO 81504 2 11/02/01 01 0413197948 03 01/01/02 30 0413197948 O 12/01/31 0 6408538 E22/G01 F 357,700.00 ZZ 360 357,392.02 1 6.750 2,320.04 76 6.500 2,320.04 LEESBURG VA 20176 2 11/02/01 00 0413230202 03 12/01/01 0 0413230202 O 11/01/31 0 6409434 994/X14 F 350,950.00 ZZ 360 350,358.63 1 6.875 2,305.49 78 6.625 2,305.49 LAFAYETTE LA 70508 2 09/25/01 00 218858318 05 11/01/01 0 218858318 O 10/01/31 0 6409924 994/X14 F 572,000.00 ZZ 360 570,836.13 1 6.875 3,757.64 80 6.625 3,757.64 TRUMBULL CT 06611 1 09/14/01 00 100316051 05 11/01/01 0 1 100316051 O 10/01/31 0 6410142 E33/G01 F 525,000.00 ZZ 360 525,000.00 1 6.750 3,405.14 65 6.500 3,405.14 LAKE FOREST IL 60045 4 11/02/01 00 0433421609 05 01/01/02 0 THMORD O 12/01/31 0 6410412 196/196 F 650,000.00 ZZ 360 649,440.36 1 6.750 4,215.89 58 6.500 4,215.89 MINNETONKA MN 55305 1 10/08/01 00 1456846 05 12/01/01 0 1456846 O 11/01/31 0 6410852 994/X14 F 350,000.00 ZZ 360 349,720.12 1 7.125 2,358.01 57 6.875 2,358.01 MILLBRAE CA 94030 1 09/28/01 00 218873879 05 12/01/01 0 218873879 O 11/01/31 0 6411922 994/X14 F 504,000.00 ZZ 360 503,586.88 1 7.000 3,353.12 60 6.750 3,353.12 SAN FRANCISCO CA 94127 5 09/24/01 00 218738841 05 12/01/01 0 218738841 O 11/01/31 0 6411942 994/X14 F 350,400.00 ZZ 360 349,574.99 1 7.250 2,390.35 80 7.000 2,390.35 ONTARIO CA 91762 2 08/21/01 00 218651846 05 10/01/01 0 218651846 O 09/01/31 0 1 6414332 994/X14 F 393,750.00 ZZ 360 393,163.73 1 7.500 2,753.16 75 7.250 2,753.16 MIAMI FL 33146 2 09/14/01 00 218629396 05 11/01/01 0 218629396 O 10/01/31 0 6414856 L38/G01 F 374,200.00 ZZ 360 373,584.73 1 7.000 2,489.57 80 6.750 2,489.57 RANCHO SANTA MA CA 92688 1 09/20/01 00 0433419496 03 11/01/01 0 07060000000408 O 10/01/31 0 6415090 994/X14 F 281,900.00 ZZ 360 280,711.30 1 8.250 2,117.83 93 8.000 2,117.83 WATERTOWN MA 02472 1 06/22/01 11 1000243665 01 08/01/01 30 1000243665 O 07/01/31 0 6418314 994/X14 F 326,000.00 ZZ 360 325,726.12 1 6.875 2,141.59 60 6.625 2,141.59 HUNTINGTON BEAC CA 92648 2 10/01/01 00 218839862 05 12/01/01 0 218839862 O 11/01/31 0 6418846 994/X14 F 364,000.00 ZZ 360 363,471.42 1 7.625 2,576.37 80 7.375 2,576.37 YORBA LINDA CA 92887 2 09/19/01 00 218819773 05 11/01/01 0 218819773 O 10/01/31 0 6419578 994/X14 F 555,000.00 ZZ 360 554,131.48 1 7.250 3,786.08 71 7.000 3,786.08 1 FREMONT CA 94539 2 09/21/01 00 218838856 05 11/01/01 0 218838856 O 10/01/31 0 6420140 R65/G01 F 315,000.00 ZZ 360 315,000.00 1 6.625 2,016.98 63 6.375 2,016.98 GAITHERSBURG MD 20878 2 11/15/01 00 0433417821 05 01/01/02 0 20015734 O 12/01/31 0 6421334 964/G01 F 300,000.00 ZZ 360 300,000.00 1 6.375 1,871.61 68 6.125 1,871.61 VENTURA CA 93003 1 11/12/01 00 0433427911 05 01/01/02 0 146073 O 12/01/31 0 6422264 944/G01 F 385,000.00 ZZ 360 385,000.00 1 6.750 2,497.11 74 6.500 2,497.11 BELLEVUE WA 98006 1 11/15/01 00 0433427200 05 01/01/02 0 W01104097 O 12/01/31 0 6425804 806/G01 F 266,650.00 ZZ 360 266,436.75 1 7.125 1,796.48 80 6.875 1,796.48 VACAVILLE CA 95687 1 10/09/01 00 0433405511 05 12/01/01 0 1070001442 O 11/01/31 0 6426430 696/G01 F 420,000.00 ZZ 360 419,611.00 1 6.375 2,620.25 80 6.125 2,620.25 CHEVY CHASE MD 20815 1 11/02/01 00 0433339850 05 12/01/01 0 31101237 O 11/01/31 0 1 6426432 696/G01 F 328,250.00 ZZ 360 327,923.23 1 6.000 1,968.02 55 5.750 1,968.02 OAKTON VA 22124 1 11/05/01 00 0433381076 03 12/01/01 0 25801006 O 11/01/31 0 6426436 696/G01 F 456,000.00 ZZ 360 455,607.39 1 6.750 2,957.61 80 6.500 2,957.61 HAYMARKET VA 20169 1 11/07/01 00 0433381142 03 12/01/01 0 24501169 O 11/01/31 0 6426438 696/G01 F 379,850.00 ZZ 360 379,553.68 1 7.250 2,591.25 75 7.000 2,591.25 SILVER SPRING MD 20904 1 11/06/01 00 0433378049 03 12/01/01 0 32201263 O 11/01/31 0 6426444 696/G01 F 322,000.00 ZZ 360 321,729.48 1 6.875 2,115.31 72 6.625 2,115.31 WASHINGTON DC 20007 2 11/01/01 00 0433392214 05 12/01/01 0 31201510 O 11/01/31 0 6426446 696/G01 F 580,900.00 ZZ 360 580,411.97 1 6.875 3,816.10 79 6.625 3,816.10 UPPERVILLE VA 20184 2 11/02/01 00 0433377942 05 12/01/01 0 50101034 O 11/01/31 0 6426448 696/G01 F 497,800.00 ZZ 360 497,800.00 1 1 6.875 3,270.19 80 6.625 3,270.19 BURKE VA 22015 2 11/06/01 00 0433382777 03 01/01/02 0 21701280 O 12/01/31 0 6426452 696/G01 F 554,500.00 ZZ 360 554,022.58 1 6.750 3,596.48 72 6.500 3,596.48 VIENNA VA 22182 2 11/01/01 00 0433352440 05 12/01/01 0 21401130 O 11/01/31 0 6426458 696/G01 F 410,000.00 ZZ 360 409,647.00 1 6.750 2,659.25 61 6.500 2,659.25 MCLEAN VA 22102 2 11/02/01 00 0433379864 05 12/01/01 0 24501213 O 11/01/31 0 6426462 696/G01 F 575,000.00 ZZ 360 575,000.00 1 6.875 3,777.34 80 6.625 3,777.34 POTOMAC FALLS VA 20165 2 11/07/01 00 0433380060 03 01/01/02 0 24501214 O 12/01/31 0 6427116 Q51/G01 F 305,000.00 ZZ 360 304,756.10 1 7.125 2,054.84 67 6.875 2,054.84 COSTA MESA CA 92626 2 10/24/01 00 0433383320 03 12/01/01 0 0506085W1100322 O 11/01/31 0 6427878 975/G01 F 385,000.00 ZZ 360 385,000.00 1 6.875 2,529.18 58 6.625 2,529.18 SOUTH PASADENA CA 91030 2 11/01/01 00 0433389319 05 01/01/02 0 1 2015226 O 12/01/31 0 6430630 975/G01 F 399,500.00 ZZ 360 399,500.00 1 6.750 2,591.15 64 6.500 2,591.15 WOODLAND HILLS CA 91364 5 11/07/01 00 0433412798 05 01/01/02 0 2015015 O 12/01/31 0 6433172 E22/G01 F 348,000.00 ZZ 360 348,000.00 1 7.000 2,315.25 80 6.750 2,315.25 PLEASANTON CA 94588 2 11/01/01 00 0413167222 03 01/01/02 0 0413167222 O 12/01/31 0 6433204 E22/G01 F 352,800.00 ZZ 360 352,800.00 1 6.500 2,229.94 80 6.250 2,229.94 OAKLAND CA 94602 1 11/01/01 00 0413199472 05 01/01/02 0 0413199472 O 12/01/31 0 6433224 E22/G01 F 365,000.00 ZZ 360 365,000.00 1 6.750 2,367.38 80 6.500 2,367.38 SAN JOSE CA 95008 2 11/01/01 00 0413216193 05 01/01/02 0 0413216193 O 12/01/31 0 6433258 E22/G01 F 360,000.00 ZZ 360 360,000.00 1 6.625 2,305.12 72 6.375 2,305.12 FAIRFIELD CA 94533 2 11/01/01 00 0413232901 03 01/01/02 0 0413232901 O 12/01/31 0 1 6433262 E22/G01 F 416,000.00 ZZ 360 416,000.00 1 6.875 2,732.82 80 6.625 2,732.82 SAN DIEGO CA 92130 1 11/06/01 00 0413239005 03 01/01/02 0 0413239005 O 12/01/31 0 6434244 B57/G01 F 450,000.00 ZZ 360 449,602.97 1 6.625 2,881.40 53 6.375 2,881.40 LOS GATOS CA 95032 1 10/17/01 00 0433386521 05 12/01/01 0 2117684 O 11/01/31 0 6434536 550/550 F 490,000.00 ZZ 360 490,000.00 1 6.850 3,210.78 62 6.600 3,210.78 SAN FRANCISCO CA 94111 2 11/01/01 00 120549444 06 01/01/02 0 120549444 O 12/01/31 0 6435664 550/550 F 650,000.00 ZZ 360 650,000.00 1 6.900 4,280.91 51 6.650 4,280.91 SAN MATEO CA 94402 2 11/01/01 00 120550855 05 01/01/02 0 120550855 O 12/01/31 0 6437378 G51/G01 F 450,000.00 ZZ 360 450,000.00 1 6.750 2,918.69 65 6.500 2,918.69 LOUISVILLE CO 80027 2 11/16/01 00 0433408291 05 01/01/02 0 201461595 O 12/01/31 0 6440596 964/G01 F 312,000.00 ZZ 360 312,000.00 1 6.750 2,023.63 80 6.500 2,023.63 1 LOS ANGELES CA 90048 2 11/14/01 00 0433431814 01 01/01/02 0 164806 O 12/01/31 0 6440806 964/G01 F 380,000.00 ZZ 360 380,000.00 1 6.750 2,464.67 64 6.500 2,464.67 SANTA BARBARA CA 93109 2 11/16/01 00 0433407566 05 01/01/02 0 141497 O 12/01/31 0 6443020 893/G01 F 390,000.00 ZZ 360 390,000.00 1 6.875 2,562.02 45 6.625 2,562.02 PALO ALTO CA 94303 2 11/01/01 00 0433432721 05 01/01/02 0 H11015011 O 12/01/31 0 6447630 A06/G01 F 440,000.00 ZZ 360 439,630.34 1 6.875 2,890.49 74 6.625 2,890.49 WEST BLOOMFIELD MI 48322 2 10/23/01 00 0433353257 05 12/01/01 0 001000010013247 O 11/01/31 0 6449458 696/G01 F 945,350.00 ZZ 360 945,350.00 1 6.875 6,210.28 70 6.625 6,210.28 GREAT FALLS VA 22066 1 11/08/01 00 0433359809 03 01/01/02 0 24400099 O 12/01/31 0 6449460 696/G01 F 400,000.00 ZZ 360 400,000.00 1 6.875 2,627.72 68 6.625 2,627.72 ALEXANDRIA VA 22308 5 11/09/01 00 0433382355 05 01/01/02 0 24601316 O 12/01/31 0 1 6449480 J74/G01 F 368,000.00 ZZ 360 368,000.00 1 6.875 2,417.50 80 6.625 2,417.50 MIAMI LAKES FL 33014 1 11/20/01 00 0433391224 05 01/01/02 0 011182 O 12/01/31 0 6450928 L81/G01 F 412,000.00 ZZ 360 411,636.50 1 6.625 2,638.08 80 6.375 2,638.08 SANTA ANA CA 92705 1 10/29/01 00 0433390879 05 12/01/01 0 013346 O 11/01/31 0 6453524 L60/F27 F 388,000.00 ZZ 360 387,407.71 1 7.375 2,679.82 80 7.125 2,679.82 LUTHERVILLE TIM MD 21093 1 09/11/01 00 6920134996 03 11/01/01 0 6920134996 O 10/01/31 0 6457954 964/G01 F 352,000.00 ZZ 360 352,000.00 1 6.625 2,253.89 55 6.375 2,253.89 SANTA ANA CA 92705 2 11/14/01 00 0433408614 05 01/01/02 0 162502 O 12/01/31 0 6460782 E22/G01 F 400,000.00 ZZ 360 399,655.61 1 6.750 2,594.39 77 6.500 2,594.39 RESTON VA 20191 2 11/05/01 00 0413103300 05 12/01/01 0 0413103300 O 11/01/31 0 6460822 E22/G01 F 206,000.00 ZZ 360 206,000.00 1 1 7.125 1,387.86 70 6.875 1,387.86 LOCUST FORK AL 35097 2 11/05/01 00 0413161993 05 01/01/02 0 0413161993 O 12/01/31 0 6460834 E22/G01 F 400,000.00 ZZ 360 400,000.00 1 6.625 2,561.24 69 6.375 2,561.24 CARMICHAEL CA 95608 5 11/01/01 00 0413167636 05 01/01/02 0 0413167636 O 12/01/31 0 6460848 E22/G01 F 424,000.00 ZZ 360 424,000.00 1 6.750 2,750.06 80 6.500 2,750.06 SUNNYVALE CA 94087 1 11/02/01 00 0413172685 05 01/01/02 0 0413172685 O 12/01/31 0 6460888 E22/G01 F 275,000.00 ZZ 360 275,000.00 1 6.875 1,806.55 47 6.625 1,806.55 STAMFORD CT 06907 5 11/05/01 00 0413187055 05 01/01/02 0 0413187055 O 12/01/31 0 6460934 E22/G01 F 322,000.00 ZZ 360 322,000.00 1 6.750 2,088.49 56 6.500 2,088.49 DANVILLE CA 94506 2 11/02/01 00 0413213513 03 01/01/02 0 0413213513 O 12/01/31 0 6460978 E22/G01 F 306,000.00 ZZ 360 306,000.00 1 6.500 1,934.13 49 6.250 1,934.13 VASHON WA 98070 2 11/02/01 00 0413231051 05 01/01/02 0 1 0413231051 O 12/01/31 0 6460990 E22/G01 F 528,000.00 ZZ 360 528,000.00 1 6.875 3,468.58 80 6.625 3,468.58 STONEHAM MA 02180 1 11/09/01 00 0413239393 05 01/01/02 0 0413239393 O 12/01/31 0 6461482 B57/G01 F 360,000.00 ZZ 360 359,712.11 1 7.125 2,425.39 75 6.875 2,425.39 ALTADENA CA 91001 2 10/18/01 00 0433355252 05 12/01/01 0 2117577 O 11/01/31 0 6461618 F62/F62 F 315,000.00 ZZ 360 315,000.00 1 6.500 1,991.01 75 6.250 1,991.01 BOCA RATON FL 33486 5 11/16/01 00 23646 05 01/01/02 0 23646 O 12/01/31 0 6461696 B57/G01 F 452,000.00 ZZ 360 452,000.00 1 6.875 2,969.32 80 6.625 2,969.32 LOS ANGELES CA 90027 1 11/16/01 00 0433396660 05 01/01/02 0 2118926 O 12/01/31 0 6461816 A35/G01 F 373,000.00 ZZ 360 373,000.00 1 6.875 2,450.34 80 6.625 2,450.34 LAS VEGAS NV 89148 1 11/14/01 00 0433403656 03 01/01/02 0 00594 O 12/01/31 0 1 6461910 E82/G01 F 567,000.00 ZZ 360 567,000.00 1 7.375 3,916.13 80 7.125 3,916.13 SCOTTSDALE AZ 85259 2 11/06/01 00 0400499554 03 01/01/02 0 0400499554 O 12/01/31 0 6461916 E82/G01 F 352,900.00 ZZ 360 352,900.00 1 7.125 2,377.55 78 6.875 2,377.55 ALBUQUERQUE NM 87122 2 11/05/01 00 0400523817 05 01/01/02 0 4036161 O 12/01/31 0 6461918 E82/G01 F 399,600.00 ZZ 360 399,600.00 1 7.000 2,658.55 80 6.750 2,658.55 NEWPORT BEACH CA 92660 2 11/02/01 00 0400515524 05 01/01/02 0 0400515524 O 12/01/31 0 6461930 E82/G01 F 305,900.00 ZZ 360 305,900.00 1 6.750 1,984.06 69 6.500 1,984.06 SAN ANTONIO TX 78261 2 11/05/01 00 0400513586 03 01/01/02 0 1584563 O 12/01/31 0 6461936 E82/G01 F 364,300.00 ZZ 360 364,300.00 1 6.750 2,362.84 63 6.500 2,362.84 RIVERSIDE CA 92506 2 11/06/01 00 0400521225 05 01/01/02 0 0400521225 O 12/01/31 0 6461948 E82/G01 F 467,500.00 ZZ 360 467,500.00 1 7.000 3,110.29 63 6.750 3,110.29 1 LAGUNA HILLS CA 92653 2 11/06/01 00 0400520235 03 01/01/02 0 4546971 O 12/01/31 0 6461952 E82/G01 F 741,000.00 ZZ 360 741,000.00 1 7.250 5,054.93 65 7.000 5,054.93 AUSTIN TX 78746 2 11/07/01 00 0400499042 03 01/01/02 0 0400499042 O 12/01/31 0 6465182 Q99/G01 F 440,000.00 ZZ 360 440,000.00 1 6.625 2,817.37 68 6.375 2,817.37 GUILFORD CT 06437 5 11/16/01 00 0433425329 05 01/01/02 0 1 O 12/01/31 0 6466456 926/926 F 400,000.00 ZZ 360 400,000.00 1 6.625 2,561.25 73 6.375 2,561.25 HILTON HEAD ISL SC 29926 1 11/16/01 00 01109255 03 01/01/02 0 01109255 O 12/01/31 0 6467676 964/G01 F 297,500.00 ZZ 360 297,256.14 1 7.000 1,979.28 66 6.750 1,979.28 SAN JOSE CA 95124 2 10/29/01 00 0433401015 05 12/01/01 0 154658 O 11/01/31 0 6468110 550/550 F 1,000,000.00 ZZ 360 999,122.02 1 6.650 6,419.65 60 6.400 6,419.65 MILL VALLEY CA 94941 1 10/23/01 00 120548826 05 12/01/01 0 120548826 O 11/01/31 0 1 6469424 M45/G01 F 440,000.00 ZZ 360 440,000.00 1 6.875 2,890.49 80 6.625 2,890.49 HIGHLANDS RANCH CO 80129 2 11/06/01 00 0433329562 03 01/01/02 0 A0299902 O 12/01/31 0 6469584 893/G01 F 425,000.00 ZZ 360 425,000.00 1 6.750 2,756.54 52 6.500 2,756.54 MILLBRAE CA 94030 2 11/15/01 00 0433396769 05 01/01/02 0 M11022011 O 12/01/31 0 6472660 E76/G01 F 423,962.00 ZZ 360 423,962.00 1 6.750 2,749.81 71 6.500 2,749.81 ARGYLE TX 76226 2 11/02/01 00 0433386356 05 01/01/02 0 10009012 O 12/01/31 0 6480460 696/G01 F 314,400.00 ZZ 360 314,135.87 1 6.875 2,065.38 80 6.625 2,065.38 ALEXANDRIA VA 22310 1 11/08/01 00 0433346251 05 12/01/01 0 24601306 O 11/01/31 0 6480462 696/G01 F 459,000.00 ZZ 360 459,000.00 2 6.750 2,977.07 80 6.500 2,977.07 WASHINGTON DC 20001 1 11/08/01 00 0433431020 07 01/01/02 0 32601298 O 12/01/31 0 6486514 B57/G01 F 548,000.00 ZZ 360 548,000.00 1 1 6.750 3,554.32 80 6.500 3,554.32 LOS ANGELES CA 90045 1 11/15/01 00 0433399383 05 01/01/02 0 2118374 O 12/01/31 0 6490138 714/G01 F 322,750.00 ZZ 360 322,750.00 1 6.750 2,093.35 68 6.500 2,093.35 MEQUON WI 53092 5 11/05/01 00 0433391067 05 01/01/02 0 0499893 O 12/01/31 0 6490394 952/G01 F 600,000.00 ZZ 360 600,000.00 1 6.750 3,891.59 55 6.500 3,891.59 RIDGEWOOD NJ 07450 1 11/02/01 00 0433393857 05 01/01/02 0 20014486 O 12/01/31 0 6490522 Q51/G01 F 500,000.00 ZZ 360 500,000.00 1 6.875 3,284.64 59 6.625 3,284.64 PALO ALTO CA 94303 2 11/01/01 00 0433388915 05 01/01/02 0 0503797R1101109 O 12/01/31 0 6491632 B49/G01 F 312,400.00 ZZ 360 312,400.00 1 6.875 2,052.25 51 6.625 2,052.25 FRANKTOWN CO 80116 2 11/09/01 00 0433346475 05 01/01/02 0 000206960111 O 12/01/31 0 6491716 M27/G01 F 509,400.00 T 360 509,400.00 1 6.500 3,219.75 75 6.250 3,219.75 PENHOOK VA 24137 1 11/19/01 00 0433429925 03 01/01/02 0 1 600703855 O 12/01/31 0 6492234 Q51/G01 F 400,000.00 ZZ 360 400,000.00 1 7.000 2,661.21 35 6.750 2,661.21 PLEASANTON CA 94588 2 11/01/01 00 0433401098 03 01/01/02 0 0503798R1100801 O 12/01/31 0 6492740 K68/G01 F 350,000.00 ZZ 360 350,000.00 1 6.625 2,241.09 78 6.375 2,241.09 TUPELO MS 38801 1 11/16/01 00 0433405628 03 01/01/02 0 1234327 O 12/01/31 0 6493386 A06/G01 F 448,000.00 ZZ 360 448,000.00 1 6.875 2,943.04 80 6.625 2,943.04 WEST BLOOMFIELD MI 48322 2 11/16/01 00 0433398468 05 01/01/02 0 1000020147989 O 12/01/31 0 6495830 896/G01 F 650,000.00 ZZ 360 650,000.00 1 6.625 4,162.02 75 6.375 4,162.02 ROSWELL GA 30076 2 11/20/01 00 0433427978 03 01/01/02 0 24206 O 12/01/31 0 6496504 950/G01 F 316,000.00 ZZ 360 316,000.00 1 6.500 1,997.34 53 6.250 1,997.34 GILROY CA 95020 2 11/20/01 00 0433411063 05 01/01/02 0 A6106033 O 12/01/31 0 1 6496586 S11/G01 F 500,000.00 ZZ 360 500,000.00 1 6.625 3,201.55 36 6.375 3,201.55 COSTA MESA CA 92626 5 11/07/01 00 0433397882 05 01/01/02 0 10205111 O 12/01/31 0 6497424 M82/G01 F 322,600.00 ZZ 360 322,600.00 1 6.250 1,986.31 80 6.000 1,986.31 SMYRNA GA 30080 1 11/19/01 00 0433434644 05 01/01/02 0 10139 O 12/01/31 0 6498266 964/G01 F 463,500.00 ZZ 360 463,500.00 1 6.875 3,044.87 75 6.625 3,044.87 PISMO BEACH CA 93449 1 11/21/01 00 0433412095 03 01/01/02 0 171224 O 12/01/31 0 6499358 550/550 F 1,100,000.00 ZZ 360 1,100,000.00 1 6.900 7,244.61 73 6.650 7,244.61 NEWPORT BEACH CA 92660 2 11/06/01 00 120550335 03 01/01/02 0 120550335 O 12/01/31 0 6499538 964/G01 F 289,500.00 ZZ 360 289,500.00 1 6.625 1,853.70 84 6.375 1,853.70 SEATTLE WA 98103 1 11/21/01 11 0433434412 05 01/01/02 12 170683 O 12/01/31 0 6499676 964/G01 F 370,000.00 ZZ 360 370,000.00 1 6.875 2,430.64 68 6.625 2,430.64 1 IRVINE CA 92612 2 11/19/01 00 0433422656 05 01/01/02 0 161788 O 12/01/31 0 6499880 E60/G01 F 528,800.00 ZZ 360 528,800.00 1 6.750 3,429.79 71 6.500 3,429.79 LOS ANGELES ENC CA 91316 2 11/15/01 00 0433418902 05 01/01/02 0 521821 O 12/01/31 0 6500714 405/405 F 382,400.00 ZZ 360 381,755.62 1 6.875 2,512.10 80 6.500 2,512.10 HUNTINGTON BEAC CA 92646 1 09/25/01 00 12290623 05 11/01/01 0 12290623 O 10/01/31 0 6500716 405/405 F 323,550.00 ZZ 360 322,531.22 1 7.250 2,207.18 72 6.750 2,207.18 LITTLETON CO 80129 5 07/26/01 00 12356325 03 09/01/01 0 12356325 O 08/01/31 0 6500720 405/405 F 488,000.00 ZZ 360 485,352.31 1 7.375 3,370.49 69 6.875 3,370.49 POWAY CA 92064 5 04/20/01 00 12414132 05 06/01/01 0 12414132 O 05/01/31 0 6500722 405/405 F 324,650.00 ZZ 360 324,141.95 1 7.250 2,214.69 80 6.750 2,214.69 BOWIE MD 20715 1 09/26/01 00 12414553 03 11/01/01 0 12414553 O 10/01/31 0 1 6500724 405/405 F 304,362.00 ZZ 360 298,315.97 1 7.000 2,024.93 80 6.500 2,024.93 BOWIE MD 20715 1 08/27/01 00 12430096 05 10/01/01 0 12430096 O 09/01/31 0 6500726 405/405 F 370,000.00 ZZ 360 369,406.48 1 7.125 2,492.76 74 6.625 2,492.76 SAN DIEGO CA 92129 5 09/21/01 00 12456992 05 11/01/01 0 12456992 O 10/01/31 0 6500728 405/405 F 311,700.00 ZZ 360 311,224.20 1 7.375 2,152.83 72 6.875 2,152.83 HIGHLANDS RANCH CO 80129 5 09/24/01 00 12462016 03 11/01/01 0 12462016 O 10/01/31 0 6500730 405/405 F 388,000.00 ZZ 360 387,377.60 1 7.125 2,614.03 80 6.625 2,614.03 PHOENIX AZ 85018 5 09/20/01 00 12462958 05 11/01/01 0 12462958 O 10/01/31 0 6500732 405/405 F 400,000.00 ZZ 360 399,342.33 1 7.000 2,661.21 61 6.500 2,661.21 HIGHLAND PARK TX 75205 1 09/28/01 00 12470852 03 11/01/01 0 12470852 O 10/01/31 0 6500734 405/405 F 289,000.00 ZZ 360 288,267.45 1 1 6.875 1,898.52 56 6.500 1,898.52 PLANO TX 75093 2 09/27/01 00 12474136 03 11/01/01 0 12474136 O 10/01/31 0 6500736 405/405 F 357,050.00 ZZ 360 356,491.25 1 7.250 2,435.71 79 6.750 2,435.71 COLLEYVILLE TX 76034 2 09/27/01 00 12476230 05 11/01/01 0 12476230 O 10/01/31 0 6500738 405/405 F 400,000.00 ZZ 360 399,102.74 1 7.250 2,728.71 70 6.750 2,728.71 LONG BEACH CA 90814 2 09/24/01 00 12544581 03 11/01/01 0 12544581 O 10/01/31 0 6500740 405/405 F 378,500.00 ZZ 360 377,862.20 1 6.875 2,486.48 68 6.500 2,486.48 BOULDER CO 80301 2 09/28/01 00 12548855 03 11/01/01 0 12548855 O 10/01/31 0 6500742 405/405 F 385,000.00 ZZ 360 384,565.63 1 6.750 2,497.10 39 6.500 2,497.10 SANTA BARBARA CA 93105 2 10/11/01 00 12549226 03 12/01/01 0 12549226 O 11/01/31 0 6500744 405/405 F 444,000.00 ZZ 360 443,636.06 1 7.000 2,953.94 80 6.500 2,953.94 NEWPORT BEACH CA 92663 1 10/01/01 00 12551156 05 12/01/01 0 1 12551156 O 11/01/31 0 6500746 405/405 F 389,000.00 ZZ 360 388,360.42 1 7.000 2,588.03 80 6.500 2,588.03 LEESBURG VA 20175 2 09/28/01 00 12555553 03 11/01/01 0 12555553 O 10/01/31 0 6500748 405/405 F 413,600.00 ZZ 360 411,967.15 1 7.250 2,821.48 80 6.750 2,821.48 ROCKVILLE MD 20852 2 06/29/01 00 17482852 03 08/01/01 0 17482852 O 07/01/31 0 6500752 405/405 F 300,000.00 ZZ 360 299,747.96 1 6.875 1,970.79 94 6.500 1,970.79 MONROVIA CA 91016 1 10/18/01 10 17662628 05 12/01/01 30 17662628 O 11/01/31 0 6500754 405/405 F 650,000.00 ZZ 360 649,440.36 1 6.750 4,215.89 65 6.500 4,215.89 LOS ANGELES CA 90210 2 10/05/01 00 17717661 05 12/01/01 0 17717661 O 11/01/31 0 6500756 405/405 F 351,000.00 ZZ 360 350,697.80 1 6.750 2,276.58 80 6.500 2,276.58 CAMPBELL CA 95008 1 10/17/01 00 17730656 03 12/01/01 0 17730656 O 11/01/31 0 1 6500758 405/405 F 616,000.00 ZZ 360 615,507.39 1 7.125 4,150.11 80 6.625 4,150.11 LOS ANGELES CA 91307 1 10/17/01 00 17742909 03 12/01/01 0 17742909 O 11/01/31 0 6500760 405/405 F 500,000.00 ZZ 360 499,579.93 1 6.875 3,284.65 69 6.500 3,284.65 CAMARILLO CA 93012 5 10/18/01 00 17753765 05 12/01/01 0 17753765 O 11/01/31 0 6500762 405/405 F 323,500.00 ZZ 360 323,221.47 1 6.750 2,098.22 59 6.500 2,098.22 OAKLEY CA 94561 1 10/22/01 00 17756487 05 12/01/01 0 17756487 O 11/01/31 0 6500764 405/405 F 357,200.00 ZZ 360 356,907.21 1 7.000 2,376.46 79 6.500 2,376.46 VENETIA PA 15367 2 10/18/01 00 17758608 05 12/01/01 0 17758608 O 11/01/31 0 6500770 405/405 F 592,000.00 ZZ 360 591,502.65 1 6.875 3,889.02 80 6.500 3,889.02 LAGUNA HILLS CA 92653 1 10/12/01 00 17773193 03 12/01/01 0 17773193 O 11/01/31 0 6500776 405/405 F 598,000.00 ZZ 360 597,485.13 1 6.750 3,878.62 65 6.500 3,878.62 1 HALF MOON BAY CA 94019 5 10/09/01 00 17775156 05 12/01/01 0 17775156 O 11/01/31 0 6500778 405/405 F 324,000.00 ZZ 360 323,740.90 1 7.125 2,182.85 80 6.625 2,182.85 LOS ANGELES CA 91401 2 10/11/01 00 17775255 05 12/01/01 0 17775255 O 11/01/31 0 6500782 405/405 F 311,000.00 ZZ 360 310,751.29 1 7.125 2,095.27 76 6.625 2,095.27 TRACY CA 95376 2 10/10/01 00 17780685 05 12/01/01 0 17780685 O 11/01/31 0 6500784 405/405 F 296,000.00 ZZ 360 295,751.32 1 6.875 1,944.51 73 6.500 1,944.51 KANSAS CITY MO 64152 2 10/16/01 00 17785494 03 12/01/01 0 17785494 O 11/01/31 0 6500786 405/405 F 388,100.00 ZZ 360 387,765.85 1 6.750 2,517.21 74 6.500 2,517.21 SIMI VALLEY CA 93065 1 10/10/01 00 17786393 03 12/01/01 0 17786393 O 11/01/31 0 6500788 405/405 F 346,000.00 ZZ 360 345,416.96 1 6.875 2,272.98 77 6.500 2,272.98 LOS ANGELES CA 90041 2 10/09/01 00 17786658 05 12/01/01 0 17786658 O 11/01/31 0 1 6500792 405/405 F 286,000.00 ZZ 360 285,776.89 1 7.250 1,951.03 80 6.750 1,951.03 TRACY CA 95377 2 10/16/01 00 17789801 05 12/01/01 0 17789801 O 11/01/31 0 6500794 405/405 F 323,000.00 ZZ 360 322,735.24 1 7.000 2,148.93 76 6.500 2,148.93 OAK PARK CA 91377 5 10/10/01 00 17790445 03 12/01/01 0 17790445 O 11/01/31 0 6500796 405/405 F 330,000.00 ZZ 360 329,715.87 1 6.750 2,140.38 64 6.500 2,140.38 LAGUNA HILLS CA 92653 1 10/19/01 00 17791245 03 12/01/01 0 17791245 O 11/01/31 0 6500798 405/405 F 570,000.00 ZZ 360 569,521.13 1 6.875 3,744.50 59 6.500 3,744.50 MORAGA CA 94556 1 10/10/01 00 17794876 03 12/01/01 0 17794876 O 11/01/31 0 6500802 405/405 F 615,000.00 ZZ 360 614,508.19 1 7.125 4,143.37 76 6.625 4,143.37 SAN MARINO CA 91108 1 10/03/01 00 17798398 05 12/01/01 0 17798398 O 11/01/31 0 6500804 405/405 F 435,000.00 ZZ 360 433,116.99 1 1 6.750 2,821.41 49 6.500 2,821.41 SAN FRANCISCO CA 94110 2 10/15/01 00 17798638 05 12/01/01 0 17798638 O 11/01/31 0 6500806 405/405 F 307,000.00 ZZ 360 306,766.39 1 7.375 2,120.38 56 6.875 2,120.38 PIEDMONT CA 94611 5 10/05/01 00 17803354 05 12/01/01 0 17803354 O 11/01/31 0 6500810 405/405 F 332,000.00 ZZ 360 331,714.15 1 6.750 2,153.35 80 6.500 2,153.35 SANTA ANA CA 92707 1 10/15/01 00 17808270 05 12/01/01 0 17808270 O 11/01/31 0 6500812 405/405 F 331,000.00 ZZ 360 330,721.91 1 6.875 2,174.44 74 6.500 2,174.44 CONCORD CA 94518 2 10/03/01 00 17809021 05 12/01/01 0 17809021 O 11/01/31 0 6500814 405/405 F 633,000.00 ZZ 360 632,468.20 1 6.875 4,158.36 75 6.500 4,158.36 LAGUNA HILLS CA 92653 2 10/15/01 00 17809229 03 12/01/01 0 17809229 O 11/01/31 0 6500816 405/405 F 400,000.00 ZZ 360 399,687.96 1 7.250 2,728.71 51 6.750 2,728.71 SUNNYVALE CA 94086 5 10/12/01 00 17811274 05 12/01/01 0 1 17811274 O 11/01/31 0 6500820 405/405 F 306,000.00 ZZ 360 302,725.73 1 6.875 2,010.21 26 6.500 2,010.21 ALAMO CA 94507 2 10/15/01 00 17818634 05 12/01/01 0 17818634 O 11/01/31 0 6500822 405/405 F 420,000.00 ZZ 360 419,647.15 1 6.875 2,759.10 67 6.500 2,759.10 RANCHO PALOS VE CA 90275 2 10/09/01 00 17819913 05 12/01/01 0 17819913 O 11/01/31 0 6500824 405/405 F 302,000.00 ZZ 360 301,746.28 1 6.875 1,983.93 72 6.500 1,983.93 SAN FRANCISCO CA 94110 2 10/15/01 00 17821539 05 12/01/01 0 17821539 O 11/01/31 0 6500826 405/405 F 450,000.00 ZZ 360 449,612.55 1 6.750 2,918.70 49 6.500 2,918.70 BERKELEY CA 94705 5 10/12/01 00 17822248 03 12/01/01 0 17822248 O 11/01/31 0 6500828 405/405 F 370,000.00 ZZ 360 369,681.43 1 6.750 2,399.82 47 6.500 2,399.82 MORGAN HILL CA 95037 2 10/18/01 00 17825761 05 12/01/01 0 17825761 O 11/01/31 0 1 6500832 405/405 F 650,000.00 ZZ 360 649,440.36 1 6.750 4,215.89 33 6.500 4,215.89 SANTA MONICA CA 90402 2 10/11/01 00 17826751 05 12/01/01 0 17826751 O 11/01/31 0 6500834 405/405 F 572,000.00 ZZ 360 570,788.91 1 7.125 3,853.67 80 6.625 3,853.67 GLENDALE CA 91202 1 10/23/01 00 17827288 05 12/01/01 0 17827288 O 11/01/31 0 6500836 405/405 F 513,331.00 ZZ 360 512,910.22 1 7.000 3,415.21 80 6.500 3,415.21 DUBLIN CA 94568 1 10/10/01 00 17828781 03 12/01/01 0 17828781 O 11/01/31 0 6500838 405/405 F 496,000.00 ZZ 360 495,593.43 1 7.000 3,299.90 40 6.500 3,299.90 MENLO PARK CA 94025 2 10/16/01 00 17831488 05 12/01/01 0 17831488 O 11/01/31 0 6500840 405/405 F 420,000.00 ZZ 360 419,347.12 1 6.875 2,759.10 57 6.500 2,759.10 SUNNYVALE CA 94087 5 10/15/01 00 17831819 05 12/01/01 0 17831819 O 11/01/31 0 6500842 405/405 F 400,000.00 ZZ 360 399,680.12 1 7.125 2,694.88 73 6.625 2,694.88 1 ANAHEIM CA 92808 2 10/16/01 00 17835836 05 12/01/01 0 17835836 O 11/01/31 0 6500844 405/405 F 320,000.00 ZZ 360 319,724.48 1 6.750 2,075.52 61 6.500 2,075.52 SAN MATEO CA 94402 2 10/10/01 00 17836016 05 12/01/01 0 17836016 O 11/01/31 0 6500846 405/405 F 400,000.00 ZZ 360 399,663.95 1 6.875 2,627.72 50 6.500 2,627.72 COPPELL TX 75019 1 10/16/01 00 17839069 05 12/01/01 0 17839069 O 11/01/31 0 6500848 405/405 F 405,000.00 ZZ 360 404,668.02 1 7.000 2,694.48 63 6.500 2,694.48 SAN DIEGO CA 92131 1 10/12/01 00 17839580 03 12/01/01 0 17839580 O 11/01/31 0 6500850 405/405 F 467,000.00 ZZ 360 466,626.54 1 7.125 3,146.27 47 6.625 3,146.27 CORTE MADERA CA 94925 2 10/10/01 00 17840612 03 12/01/01 0 17840612 O 11/01/31 0 6500852 405/405 F 341,774.00 ZZ 360 341,479.74 1 6.750 2,216.74 90 6.500 2,216.74 LAS VEGAS NV 89149 1 10/24/01 10 17845686 05 12/01/01 25 17845686 O 11/01/31 0 1 6500854 405/405 F 530,000.00 ZZ 360 529,554.74 1 6.875 3,481.72 72 6.500 3,481.72 BETHESDA MD 20814 5 10/22/01 00 17846809 05 12/01/01 0 17846809 O 11/01/31 0 6500858 405/405 F 640,000.00 ZZ 360 639,435.34 1 6.625 4,097.99 80 6.375 4,097.99 OAKLAND CA 94602 1 10/12/01 00 17853508 03 12/01/01 0 17853508 O 11/01/31 0 6500860 405/405 F 400,000.00 ZZ 360 399,663.95 1 6.875 2,627.72 46 6.500 2,627.72 BURLINGAME CA 94010 5 10/19/01 00 17855610 05 12/01/01 0 17855610 O 11/01/31 0 6500862 405/405 F 453,600.00 ZZ 360 453,228.18 1 7.000 3,017.82 80 6.500 3,017.82 AGOURA HILLS CA 91301 2 10/17/01 00 17855826 03 12/01/01 0 17855826 O 11/01/31 0 6500864 405/405 F 400,000.00 ZZ 360 399,672.12 1 7.000 2,661.21 67 6.500 2,661.21 LOS ANGELES CA 91344 1 10/17/01 00 17858192 03 12/01/01 0 17858192 O 11/01/31 0 6500866 405/405 F 475,000.00 ZZ 360 474,591.03 1 1 6.750 3,080.85 37 6.500 3,080.85 TUSTIN CA 92782 1 10/18/01 00 17862665 03 12/01/01 0 17862665 O 11/01/31 0 6500868 405/405 F 337,100.00 ZZ 360 336,823.68 1 7.000 2,242.74 90 6.500 2,242.74 LOS ANGELES CA 91324 1 10/18/01 04 17863945 05 12/01/01 25 17863945 O 11/01/31 0 6500870 405/405 F 342,000.00 ZZ 360 341,719.66 1 7.000 2,275.34 80 6.500 2,275.34 LOS ANGELES CA 91367 1 10/17/01 00 17866195 05 12/01/01 0 17866195 O 11/01/31 0 6500872 405/405 F 515,000.00 ZZ 360 514,556.59 1 6.750 3,340.29 68 6.500 3,340.29 SANTA MONICA CA 90402 1 10/19/01 00 17866351 01 12/01/01 0 17866351 O 11/01/31 0 6500876 405/405 F 384,000.00 ZZ 360 383,669.38 1 6.750 2,490.62 80 6.500 2,490.62 WESTON FL 33327 1 10/18/01 00 17867607 03 12/01/01 0 17867607 O 11/01/31 0 6500878 405/405 F 384,000.00 ZZ 360 383,669.38 1 6.750 2,490.62 80 6.500 2,490.62 ARCADIA CA 91007 1 10/23/01 00 17871393 05 12/01/01 0 1 17871393 O 11/01/31 0 6500882 405/405 F 320,000.00 ZZ 360 319,724.48 1 6.750 2,075.52 80 6.500 2,075.52 VENTURA CA 93003 1 10/19/01 00 17897810 05 12/01/01 0 17897810 O 11/01/31 0 6500884 405/405 F 306,000.00 ZZ 360 305,755.30 1 7.125 2,061.58 74 6.625 2,061.58 SANTA ROSA CA 95409 1 10/19/01 00 17902495 03 12/01/01 0 17902495 O 11/01/31 0 6500886 405/405 F 298,400.00 ZZ 360 298,178.54 1 7.500 2,086.46 80 7.000 2,086.46 MORGANTON GA 30560 5 10/18/01 00 19601061 05 12/01/01 0 19601061 O 11/01/31 0 6500888 405/405 F 329,000.00 ZZ 360 328,730.32 1 7.000 2,188.85 80 6.500 2,188.85 LAS VEGAS NV 89117 1 09/29/01 00 19921790 03 12/01/01 0 19921790 O 11/01/31 0 6500890 405/405 F 353,000.00 ZZ 360 352,696.07 1 6.750 2,289.56 65 6.500 2,289.56 LOS ANGELES CA 90004 5 10/11/01 00 19936863 05 12/01/01 0 19936863 O 11/01/31 0 1 6500892 405/405 F 378,500.00 ZZ 360 378,174.11 1 6.750 2,454.95 56 6.500 2,454.95 NORTHRIDGE CA 91325 1 10/18/01 00 19941848 05 12/01/01 0 19941848 O 11/01/31 0 6500894 405/405 F 622,000.00 ZZ 360 621,464.46 1 6.750 4,034.29 42 6.500 4,034.29 LOS GATOS CA 95032 5 10/12/01 00 19944487 05 12/01/01 0 19944487 O 11/01/31 0 6500896 405/405 F 565,000.00 ZZ 360 564,525.33 1 6.875 3,711.65 70 6.500 3,711.65 RANCHO PALOS VE CA 90275 5 10/18/01 00 19945179 05 12/01/01 0 19945179 O 11/01/31 0 6500898 405/405 F 363,000.00 ZZ 360 362,702.45 1 7.000 2,415.05 71 6.500 2,415.05 ORANGE CA 92867 5 10/12/01 00 19946482 03 12/01/01 0 19946482 O 11/01/31 0 6500900 405/405 F 384,000.00 ZZ 360 383,677.39 1 6.875 2,522.61 75 6.500 2,522.61 DANA POINT CA 92624 1 10/11/01 00 19946789 05 12/01/01 0 19946789 O 11/01/31 0 6500902 405/405 F 648,000.00 ZZ 360 647,468.84 1 7.000 4,311.16 50 6.500 4,311.16 1 BURLINGAME CA 94010 2 10/15/01 00 19946862 05 12/01/01 0 19946862 O 11/01/31 0 6500906 405/405 F 650,000.00 ZZ 360 649,453.92 1 6.875 4,270.04 77 6.500 4,270.04 BAKERSFIELD CA 93311 1 10/18/01 00 19957695 03 12/01/01 0 19957695 O 11/01/31 0 6500908 405/405 F 350,000.00 ZZ 360 349,698.65 1 6.750 2,270.10 72 6.500 2,270.10 LA CANADA FLINT CA 91011 1 10/17/01 00 19962091 05 12/01/01 0 19962091 O 11/01/31 0 6500910 405/405 F 350,000.00 ZZ 360 349,705.96 1 6.875 2,299.25 77 6.500 2,299.25 WEST HILLS CA 91307 1 10/18/01 00 19964188 05 12/01/01 0 19964188 O 11/01/31 0 6500956 K88/G01 F 310,900.00 ZZ 360 310,638.80 1 6.875 2,042.40 80 6.625 2,042.40 MONROE NJ 08831 1 10/25/01 00 0433393873 05 12/01/01 0 17032 O 11/01/31 0 6501554 405/405 F 328,000.00 ZZ 360 327,460.71 1 7.000 2,182.19 80 6.500 2,182.19 FULSHEAR TX 77441 2 09/14/01 00 12444642 05 11/01/01 0 12444642 O 10/01/31 0 1 6501556 405/405 F 262,100.00 ZZ 360 261,709.76 1 7.500 1,832.64 90 7.000 1,832.64 LAS VEGAS NV 89148 1 09/26/01 10 12528592 03 11/01/01 30 12528592 O 10/01/31 0 6501558 405/405 F 500,000.00 ZZ 360 499,600.15 1 7.125 3,368.60 68 6.625 3,368.60 LOS ANGELES CA 91307 5 10/19/01 00 17510991 03 12/01/01 0 17510991 O 11/01/31 0 6501560 405/405 F 325,000.00 ZZ 360 324,726.96 1 6.875 2,135.02 74 6.500 2,135.02 SANTA YNEZ CA 93460 1 10/12/01 00 17773037 05 12/01/01 0 17773037 O 11/01/31 0 6501562 405/405 F 720,000.00 ZZ 360 719,409.82 1 7.000 4,790.18 70 6.500 4,790.18 ALTADENA CA 91001 2 10/22/01 00 17775073 05 12/01/01 0 17775073 O 11/01/31 0 6501564 405/405 F 382,000.00 ZZ 360 381,671.10 1 6.750 2,477.65 50 6.500 2,477.65 SONOMA CA 95476 2 10/22/01 00 17791609 05 12/01/01 0 17791609 O 11/01/31 0 6501568 405/405 F 362,000.00 ZZ 360 361,695.87 1 1 6.875 2,378.09 72 6.500 2,378.09 COSTA MESA CA 92627 2 10/10/01 00 17798497 05 12/01/01 0 17798497 O 11/01/31 0 6501570 405/405 F 450,000.00 ZZ 360 449,621.95 1 6.875 2,956.18 48 6.500 2,956.18 LOS ANGELES CA 90069 5 10/18/01 00 17801960 05 12/01/01 0 17801960 O 11/01/31 0 6501572 405/405 F 320,000.00 ZZ 360 319,708.33 1 6.875 2,102.18 69 6.500 2,102.18 VENTURA CA 93001 2 10/23/01 00 17804055 05 12/01/01 0 17804055 O 11/01/31 0 6501574 405/405 F 389,000.00 ZZ 360 388,673.19 1 6.875 2,555.46 63 6.500 2,555.46 HALF MOON BAY CA 94019 2 10/23/01 00 17811902 05 12/01/01 0 17811902 O 11/01/31 0 6501576 405/405 F 500,000.00 ZZ 360 499,579.93 1 6.875 3,284.65 53 6.500 3,284.65 BURLINGAME CA 94010 2 10/23/01 00 17817073 05 12/01/01 0 17817073 O 11/01/31 0 6501578 405/405 F 487,500.00 ZZ 360 487,080.27 1 6.750 3,161.92 74 6.500 3,161.92 MANHATTAN BEACH CA 90266 5 10/23/01 00 17826520 05 12/01/01 0 1 17826520 O 11/01/31 0 6501580 405/405 F 429,000.00 ZZ 360 428,639.58 1 6.875 2,818.23 65 6.500 2,818.23 SANTA BARBARA CA 93109 2 10/22/01 00 17827726 05 12/01/01 0 17827726 O 11/01/31 0 6501582 405/405 F 345,000.00 ZZ 360 344,730.87 1 7.250 2,353.51 71 6.750 2,353.51 SEATTLE WA 98146 5 10/18/01 00 17830043 05 12/01/01 0 17830043 O 11/01/31 0 6501584 405/405 F 425,000.00 ZZ 360 424,642.95 1 6.875 2,791.95 50 6.500 2,791.95 OAK PARK CA 91377 2 10/19/01 00 17831215 05 12/01/01 0 17831215 O 11/01/31 0 6501586 405/405 F 340,800.00 ZZ 360 340,513.68 1 6.875 2,238.82 82 6.500 2,238.82 JACKSONVILLE FL 32225 2 10/29/01 10 17832791 05 12/01/01 25 17832791 O 11/01/31 0 6501588 405/405 F 368,000.00 ZZ 360 367,690.83 1 6.875 2,417.50 76 6.500 2,417.50 LOS ANGELES CA 91364 2 10/22/01 00 17835554 05 12/01/01 0 17835554 O 11/01/31 0 1 6501592 405/405 F 352,000.00 ZZ 360 351,704.28 1 6.875 2,312.39 70 6.500 2,312.39 THOUSAND OAKS CA 91362 2 10/23/01 00 17841610 05 12/01/01 0 17841610 O 11/01/31 0 6501594 405/405 F 463,200.00 ZZ 360 462,810.85 1 6.875 3,042.90 80 6.500 3,042.90 ESCONDIDO CA 92029 1 10/26/01 00 17843046 05 12/01/01 0 17843046 O 11/01/31 0 6501596 405/405 F 324,000.00 ZZ 360 323,740.90 1 7.125 2,182.85 79 6.625 2,182.85 BOYDS MD 20841 2 10/23/01 00 17844564 05 12/01/01 0 17844564 O 11/01/31 0 6501598 405/405 F 572,500.00 ZZ 360 571,769.40 1 6.875 3,760.92 77 6.500 3,760.92 NOVATO CA 94949 2 10/22/01 00 17848656 05 12/01/01 0 17848656 O 11/01/31 0 6501600 405/405 F 303,000.00 ZZ 360 302,745.44 1 6.875 1,990.50 56 6.500 1,990.50 UNION CITY CA 94587 2 10/17/01 00 17848888 05 12/01/01 0 17848888 O 11/01/31 0 6501602 405/405 F 345,000.00 ZZ 360 344,724.11 1 7.125 2,324.33 77 6.625 2,324.33 1 ROCKVILLE MD 20852 2 10/24/01 00 17856592 05 12/01/01 0 17856592 O 11/01/31 0 6501604 405/405 F 466,000.00 ZZ 360 465,598.78 1 6.750 3,022.47 72 6.500 3,022.47 DEERFIELD IL 60015 2 10/24/01 00 17859190 05 12/01/01 0 17859190 O 11/01/31 0 6501606 405/405 F 450,000.00 ZZ 360 449,612.55 1 6.750 2,918.70 75 6.500 2,918.70 OAKTON VA 22124 5 10/22/01 00 17863796 05 12/01/01 0 17863796 O 11/01/31 0 6501610 405/405 F 516,200.00 ZZ 360 515,755.56 1 6.750 3,348.07 80 6.500 3,348.07 CLARKSBURG MD 20871 1 10/26/01 00 17882937 05 12/01/01 0 17882937 O 11/01/31 0 6501612 405/405 F 464,800.00 ZZ 360 464,399.81 1 6.750 3,014.69 80 6.500 3,014.69 LOS ANGELES CA 90004 1 10/26/01 00 17895228 05 12/01/01 0 17895228 O 11/01/31 0 6501614 405/405 F 332,000.00 ZZ 360 331,714.15 1 6.750 2,153.35 80 6.500 2,153.35 SANTA CLARITA CA 91321 1 10/24/01 00 17902693 05 12/01/01 0 17902693 O 11/01/31 0 1 6501616 405/405 F 439,200.00 ZZ 360 438,821.85 1 6.750 2,848.65 80 6.500 2,848.65 ALTADENA CA 91001 1 10/23/01 00 17908781 05 12/01/01 0 17908781 O 11/01/31 0 6501618 405/405 F 610,000.00 ZZ 360 609,474.80 1 6.750 3,956.45 56 6.500 3,956.45 STUDIO CITY CA 91604 2 10/18/01 00 19883065 05 12/01/01 0 19883065 O 11/01/31 0 6501620 405/405 F 362,500.00 ZZ 360 362,187.89 1 6.750 2,351.17 55 6.500 2,351.17 SAN FRANCISCO CA 94122 1 10/12/01 00 19937556 05 12/01/01 0 19937556 O 11/01/31 0 6501622 405/405 F 589,000.00 ZZ 360 588,517.19 1 7.000 3,918.64 54 6.500 3,918.64 ALAMO CA 94507 2 10/23/01 00 19959204 05 12/01/01 0 19959204 O 11/01/31 0 6501624 405/405 F 550,000.00 ZZ 360 549,526.46 1 6.750 3,567.29 51 6.500 3,567.29 SAN MATEO CA 94402 2 10/22/01 00 19963099 05 12/01/01 0 19963099 O 11/01/31 0 6502342 K79/G01 F 546,400.00 ZZ 360 546,400.00 1 1 6.125 3,319.98 80 5.875 3,319.98 ANDOVER MA 01810 2 11/28/01 00 0433432911 05 01/01/02 0 14296 O 12/01/31 0 6504092 696/G01 F 602,550.00 ZZ 360 602,550.00 1 6.875 3,958.32 80 6.625 3,958.32 ARLINGTON VA 22207 1 11/09/01 00 0433345733 05 01/01/02 0 23301306 O 12/01/31 0 6504094 696/G01 F 350,850.00 ZZ 360 350,850.00 1 6.750 2,275.61 78 6.500 2,275.61 SILVER SPRING MD 20904 2 11/07/01 00 0433380318 03 01/01/02 0 32901349 O 12/01/31 0 6504096 696/G01 F 778,500.00 ZZ 360 778,500.00 1 6.750 5,049.34 60 6.500 5,049.34 POTOMAC MD 20854 5 11/08/01 00 0433346103 05 01/01/02 0 30501147 O 12/01/31 0 6504750 964/G01 F 357,800.00 ZZ 360 357,800.00 1 7.000 2,380.45 80 6.750 2,380.45 YORBA LINDA CA 92887 2 11/15/01 00 0433421955 05 01/01/02 0 156960 O 12/01/31 0 6508198 405/405 F 312,000.00 ZZ 360 311,041.57 1 7.375 2,154.91 80 6.625 2,154.91 LOS ANGELES (TA CA 91356 2 07/26/01 00 12322186 05 09/01/01 0 1 12322186 O 08/01/31 0 6508202 405/405 F 301,600.00 ZZ 360 300,889.92 1 7.250 2,057.44 80 6.500 2,057.44 FOUNTAIN VALLEY CA 92708 1 08/03/01 00 12352555 05 10/01/01 0 12352555 O 09/01/31 0 6508206 405/405 F 315,000.00 ZZ 360 314,482.09 1 7.000 2,095.70 80 6.500 2,095.70 DANA POINT CA 92629 1 09/20/01 00 12476271 05 11/01/01 0 12476271 O 10/01/31 0 6508212 405/405 F 661,500.00 ZZ 360 660,996.65 1 7.375 4,568.82 75 6.625 4,568.82 FALLBROOK CA 92028 2 10/03/01 00 17711656 03 12/01/01 0 17711656 O 11/01/31 0 6508216 405/405 F 366,000.00 ZZ 360 365,699.99 1 7.000 2,435.01 52 6.500 2,435.01 CAMARILLO CA 93012 5 10/12/01 00 17759580 03 12/01/01 0 17759580 O 11/01/31 0 6508222 405/405 F 470,000.00 ZZ 360 469,614.74 1 7.000 3,126.93 38 6.500 3,126.93 SAN JUAN CAPIST CA 92675 2 10/16/01 00 17774225 03 12/01/01 0 17774225 O 11/01/31 0 1 6508226 405/405 F 508,000.00 ZZ 360 507,583.59 1 7.000 3,379.74 79 6.500 3,379.74 ARCADIA CA 91006 2 10/16/01 00 17786617 05 12/01/01 0 17786617 O 11/01/31 0 6508230 405/405 F 324,000.00 ZZ 360 323,740.90 1 7.125 2,182.85 80 6.500 2,182.85 SAN DIEGO CA 92107 5 10/10/01 00 17790395 05 12/01/01 0 17790395 O 11/01/31 0 6508232 405/405 F 530,000.00 ZZ 360 529,586.54 1 7.250 3,615.54 27 6.500 3,615.54 MANHATTAN BEACH CA 90266 5 10/10/01 00 17792078 05 12/01/01 0 17792078 O 11/01/31 0 6508236 405/405 F 710,000.00 ZZ 360 709,432.22 1 7.125 4,783.41 45 6.500 4,783.41 LOS ANGELES CA 90402 5 10/17/01 00 17797465 05 12/01/01 0 17797465 O 11/01/31 0 6508238 405/405 F 383,000.00 ZZ 360 382,693.71 1 7.125 2,580.35 70 6.500 2,580.35 BURBANK CA 91504 2 10/12/01 00 17798182 05 12/01/01 0 17798182 O 11/01/31 0 6508240 405/405 F 300,000.00 ZZ 360 299,760.09 1 7.125 2,021.16 80 6.500 2,021.16 1 MARTINEZ CA 94553 2 10/09/01 00 17801275 05 12/01/01 0 17801275 O 11/01/31 0 6508244 405/405 F 460,000.00 ZZ 360 459,622.93 1 7.000 3,060.40 42 6.500 3,060.40 SANTA MONICA CA 90403 5 10/11/01 00 17810391 05 12/01/01 0 17810391 O 11/01/31 0 6508246 405/405 F 387,000.00 ZZ 360 386,682.78 1 7.000 2,574.72 46 6.500 2,574.72 GOLETA CA 93117 2 10/12/01 00 17812348 05 12/01/01 0 17812348 O 11/01/31 0 6508250 405/405 F 320,000.00 ZZ 360 319,737.70 1 7.000 2,128.97 80 6.500 2,128.97 BRENTWOOD CA 94513 5 10/04/01 00 17813189 03 12/01/01 0 17813189 O 11/01/31 0 6508252 405/405 F 417,000.00 ZZ 360 416,658.18 1 7.000 2,774.32 46 6.500 2,774.32 SAN FRANCISCO CA 94117 2 10/10/01 00 17821505 05 12/01/01 0 17821505 O 11/01/31 0 6508258 405/405 F 456,000.00 ZZ 360 455,626.22 1 7.000 3,033.78 80 6.500 3,033.78 LONG BEACH CA 90807 1 10/11/01 00 17831637 05 12/01/01 0 17831637 O 11/01/31 0 1 6508260 405/405 F 361,600.00 ZZ 360 361,310.83 1 7.125 2,436.17 80 6.500 2,436.17 LOS ANGELES CA 90045 2 10/16/01 00 17832510 05 12/01/01 0 17832510 O 11/01/31 0 6508262 405/405 F 355,000.00 ZZ 360 354,716.10 1 7.125 2,391.71 79 6.500 2,391.71 LOS ANGELES CA 90068 2 10/18/01 00 17835851 05 12/01/01 0 17835851 O 11/01/31 0 6508264 405/405 F 306,660.00 ZZ 360 306,414.76 1 7.125 2,066.03 44 6.500 2,066.03 LAFAYETTE CA 94549 2 10/11/01 00 17837477 05 12/01/01 0 17837477 O 11/01/31 0 6508268 405/405 F 315,900.00 ZZ 360 315,641.06 1 7.000 2,101.69 79 6.500 2,101.69 ESCONDIDO CA 92027 1 10/18/01 00 17847815 03 12/01/01 0 17847815 O 11/01/31 0 6508270 405/405 F 364,500.00 ZZ 360 364,201.22 1 7.000 2,425.03 42 6.500 2,425.03 CARLSBAD CA 92009 2 10/11/01 00 17848243 03 12/01/01 0 17848243 O 11/01/31 0 6513900 E22/G01 F 337,000.00 ZZ 360 337,000.00 1 1 6.375 2,102.44 57 6.125 2,102.44 PLEASANTON CA 94566 2 11/02/01 00 0412926966 05 01/01/02 0 0412926966 O 12/01/31 0 6513946 E22/G01 F 224,000.00 ZZ 360 224,000.00 1 6.750 1,452.86 80 6.500 1,452.86 CULPEPER VA 22701 5 11/07/01 00 0413103011 05 01/01/02 0 0413103011 O 12/01/31 0 6513958 E22/G01 F 346,000.00 ZZ 360 346,000.00 1 6.750 2,244.15 50 6.500 2,244.15 SANTA BARBARA CA 93105 2 11/02/01 00 0431158588 05 01/01/02 0 0413115858 O 12/01/31 0 6513960 E22/G01 F 344,000.00 ZZ 360 344,000.00 1 6.750 2,231.18 80 6.500 2,231.18 SAN JOSE CA 95124 2 10/31/01 00 0413119488 05 01/01/02 0 0413119488 O 12/01/31 0 6513970 E22/G01 F 460,000.00 ZZ 360 460,000.00 1 6.375 2,869.80 70 6.125 2,869.80 SAN FRANCISCO CA 94122 2 11/02/01 00 0413127366 07 01/01/02 0 0413127366 O 12/01/31 0 6513974 E22/G01 F 172,500.00 ZZ 360 172,500.00 1 7.000 1,147.65 75 6.750 1,147.65 DALLAS TX 75209 5 11/06/01 00 0413128612 05 01/01/02 0 1 0413128612 O 12/01/31 0 6513980 E22/G01 F 930,000.00 ZZ 360 930,000.00 1 6.875 6,109.44 65 6.625 6,109.44 HOLMDEL NJ 07733 2 11/06/01 00 0413131376 05 01/01/02 0 0413131376 O 12/01/31 0 6513988 E22/G01 F 397,250.00 ZZ 360 397,250.00 1 6.625 2,543.64 71 6.375 2,543.64 SAMMAMISH WA 98075 1 11/07/01 00 0413138033 03 01/01/02 0 0413138033 O 12/01/31 0 6513990 E22/G01 F 500,000.00 ZZ 360 500,000.00 1 6.750 3,242.99 50 6.500 3,242.99 SAN DIEGO CA 92037 5 10/31/01 00 0413138215 05 01/01/02 0 0413138215 O 12/01/31 0 6513996 E22/G01 F 550,000.00 ZZ 360 550,000.00 1 6.625 3,521.71 46 6.375 3,521.71 PLEASANTON CA 94566 2 11/01/01 00 0413141201 05 01/01/02 0 0413141201 O 12/01/31 0 6514004 E22/G01 F 310,000.00 ZZ 360 310,000.00 1 6.875 2,036.48 60 6.625 2,036.48 SANTA CRUZ CA 95062 5 11/02/01 00 0413147547 05 01/01/02 0 0413147547 O 12/01/31 0 1 6514076 E22/G01 F 1,000,000.00 ZZ 360 1,000,000.00 1 6.875 6,569.29 30 6.625 6,569.29 PLEASANTON CA 94566 2 10/29/01 00 0413189648 03 01/01/02 0 0413189648 O 12/01/31 0 6514116 E22/G01 F 358,000.00 ZZ 360 358,000.00 1 6.750 2,321.98 71 6.500 2,321.98 COPPELL TX 75019 2 11/06/01 00 0413203803 05 01/01/02 0 0413203803 O 12/01/31 0 6514122 E22/G01 F 416,500.00 ZZ 360 416,500.00 1 6.500 2,632.56 70 6.250 2,632.56 LYNNFIELD MA 01940 5 11/07/01 00 0413205113 05 01/01/02 0 0413205113 O 12/01/31 0 6514126 E22/G01 F 730,000.00 ZZ 360 730,000.00 1 7.375 5,041.93 48 7.125 5,041.93 REDWOOD CITY CA 94062 5 11/06/01 00 0413206681 05 01/01/02 0 0413206681 O 12/01/31 0 6514132 E22/G01 F 452,000.00 ZZ 360 452,000.00 1 6.875 2,969.32 65 6.625 2,969.32 HARVARD MA 01451 2 11/06/01 00 0413208117 05 01/01/02 0 0413208117 O 12/01/31 0 6514166 E22/G01 F 279,960.00 ZZ 360 279,960.00 1 6.625 1,792.61 80 6.375 1,792.61 1 MARTINEZ CA 94553 1 11/06/01 00 0413219940 03 01/01/02 0 0413219940 O 12/01/31 0 6514200 E22/G01 F 145,000.00 ZZ 360 145,000.00 1 7.250 989.16 64 7.000 989.16 ALTADENA CA 91001 5 11/05/01 00 0413234105 05 01/01/02 0 0413234105 O 12/01/31 0 6514212 E22/G01 F 376,000.00 ZZ 360 376,000.00 1 6.500 2,376.58 44 6.250 2,376.58 SAN JOSE CA 95135 5 11/05/01 00 0413242793 05 01/01/02 0 0413242793 O 12/01/31 0 6514246 E22/G01 F 620,000.00 ZZ 360 620,000.00 1 6.875 4,072.96 57 6.625 4,072.96 DUNEDIN FL 34698 2 11/08/01 00 0413260621 05 01/01/02 0 0413260621 O 12/01/31 0 6514576 168/168 F 327,000.00 ZZ 360 325,709.01 1 7.250 2,230.72 79 7.000 2,230.72 FAIRPOINT NY 14450 2 05/29/01 00 0189747692 05 08/01/01 0 0189747692 O 07/01/31 0 6514626 168/168 F 500,000.00 ZZ 360 499,579.94 2 6.875 3,284.64 80 6.625 3,284.64 BAYSIDE NY 11360 1 10/17/01 00 0059868945 05 12/01/01 0 0059868945 O 11/01/31 0 1 6514694 168/168 F 400,000.00 ZZ 360 398,459.34 1 7.375 2,762.70 77 7.125 2,762.70 MONSEY NY 10952 2 06/13/01 00 0189725893 05 08/01/01 0 0189725893 O 07/01/31 0 6514908 168/168 F 363,000.00 ZZ 360 362,362.98 1 7.125 2,445.60 76 6.875 2,445.60 ARCADIA CA 91007 2 09/25/01 00 0059902868 05 11/01/01 0 0059902868 O 10/01/31 0 6514972 168/168 F 342,400.00 ZZ 360 342,152.18 1 7.625 2,423.49 80 7.375 2,423.49 THOUSAND OAKS CA 91360 2 10/01/01 00 0059849215 05 12/01/01 0 0059849215 O 11/01/31 0 6515166 E82/G01 F 355,800.00 ZZ 360 355,800.00 1 6.875 2,337.35 65 6.625 2,337.35 LUCK WI 54853 2 11/09/01 00 0400518387 05 01/01/02 0 4709925 O 12/01/31 0 6515168 E82/G01 F 543,300.00 ZZ 360 543,300.00 1 6.875 3,569.09 64 6.625 3,569.09 ATLANTA GA 30339 2 11/09/01 00 0400516365 05 01/01/02 0 0400516365 O 12/01/31 0 6515170 E82/G01 F 328,800.00 ZZ 360 328,800.00 1 1 7.000 2,187.51 70 6.750 2,187.51 SALINAS CA 93908 2 11/06/01 00 0400511077 05 01/01/02 0 0400511077 O 12/01/31 0 6515176 E82/G01 F 609,000.00 ZZ 360 609,000.00 1 6.875 4,000.70 34 6.625 4,000.70 ALPHARETTA GA 30004 2 11/06/01 00 0400501532 05 01/01/02 0 4229985 O 12/01/31 0 6515196 E82/G01 F 349,450.00 ZZ 360 349,450.00 1 7.000 2,324.90 37 6.750 2,324.90 PEBBLE BEACH CA 93953 2 11/06/01 00 0400515805 05 01/01/02 0 3901108 O 12/01/31 0 6515200 E82/G01 F 738,200.00 ZZ 360 738,200.00 1 6.875 4,849.45 42 6.625 4,849.45 SAN JOSE CA 95120 2 11/07/01 00 0400528410 05 01/01/02 0 4662580 O 12/01/31 0 6515202 E82/G01 F 495,600.00 ZZ 360 495,600.00 1 6.875 3,255.74 73 6.625 3,255.74 REDWOOD CITY CA 94061 2 11/08/01 00 0400534590 05 01/01/02 0 4075247 O 12/01/31 0 6515228 E82/G01 F 526,000.00 ZZ 360 526,000.00 1 6.875 3,455.45 68 6.625 3,455.45 LOS GATOS CA 95030 2 11/07/01 00 0400512430 05 01/01/02 0 1 1896543 O 12/01/31 0 6515232 E82/G01 F 299,000.00 ZZ 360 299,000.00 1 6.875 1,964.22 80 6.625 1,964.22 CARMEL CA 93923 2 11/06/01 00 0400515656 05 01/01/02 0 0400515656 O 12/01/31 0 6515234 E82/G01 F 402,300.00 ZZ 360 402,300.00 1 7.000 2,676.51 76 6.750 2,676.51 EDMOND OK 73034 2 11/09/01 00 0400526513 03 01/01/02 0 4430113 O 12/01/31 0 6515238 E82/G01 F 880,900.00 ZZ 360 880,900.00 1 7.250 6,009.29 68 7.000 6,009.29 KENNESAW GA 30144 2 11/09/01 00 0400502662 05 01/01/02 0 1588715 O 12/01/31 0 6515248 E82/G01 F 362,450.00 ZZ 360 362,450.00 1 6.875 2,381.04 52 6.625 2,381.04 SAN JOSE CA 95112 2 11/06/01 00 0400516753 05 01/01/02 0 4608068 O 12/01/31 0 6515252 E82/G01 F 317,200.00 ZZ 360 317,200.00 1 6.875 2,083.78 67 6.625 2,083.78 CAMPBELL CA 95008 5 11/08/01 00 0400512406 05 01/01/02 0 0400512406 O 12/01/31 0 1 6515254 E82/G01 F 312,700.00 ZZ 360 312,700.00 1 7.250 2,133.17 80 7.000 2,133.17 SAN JOSE CA 95120 2 11/06/01 00 0400493011 09 01/01/02 0 0400493011 O 12/01/31 0 6515256 E82/G01 F 268,700.00 ZZ 360 268,700.00 1 6.875 1,765.17 78 6.625 1,765.17 WALNUT CA 91789 2 11/05/01 00 0400529632 05 01/01/02 0 1780763 O 12/01/31 0 6515264 E82/G01 F 500,000.00 ZZ 360 500,000.00 1 7.375 3,453.38 69 7.125 3,453.38 WEST LINN OR 97068 5 11/08/01 00 0400504072 05 01/01/02 0 0400504072 O 12/01/31 0 6516136 168/168 F 396,000.00 ZZ 360 395,691.08 1 7.250 2,701.42 80 7.000 2,701.42 NEW CITY NY 10956 1 10/05/01 00 0059791101 05 12/01/01 0 0059791101 O 11/01/31 0 6517158 994/994 F 464,000.00 ZZ 360 463,628.95 1 7.125 3,126.05 78 6.875 3,126.05 LOS ANGELES CA 91364 2 10/04/01 00 718852295 05 12/01/01 0 718852295 O 11/01/31 0 6517402 W40/G01 F 392,000.00 ZZ 240 392,000.00 1 6.875 3,009.83 77 6.625 3,009.83 1 NORTHVILLE TWP MI 48167 2 11/30/01 00 0433427804 05 01/01/02 0 101001774 O 12/01/21 0 6517698 L94/G01 F 292,000.00 ZZ 360 292,000.00 1 6.625 1,869.71 78 6.375 1,869.71 DENVER CO 80209 2 11/08/01 00 0433398658 05 01/01/02 0 1000006600 O 12/01/31 0 6517760 994/994 F 469,950.00 ZZ 360 469,138.48 1 6.750 3,048.09 78 6.500 3,048.09 ALPHARETTA GA 30004 1 09/28/01 00 404220060 03 11/01/01 0 404220060 O 10/01/31 0 6518734 L94/G01 F 372,000.00 ZZ 360 372,000.00 1 6.750 2,412.78 80 6.500 2,412.78 PARK CITY UT 84098 1 11/13/01 00 0433393063 05 01/01/02 0 1000006193 O 12/01/31 0 6520014 F62/F62 F 335,000.00 ZZ 300 335,000.00 1 7.125 2,394.49 74 6.875 2,394.49 WESTON FL 33327 5 11/16/01 00 23487 05 01/01/02 0 23487 O 12/01/26 0 6522168 994/994 F 355,000.00 ZZ 360 354,729.87 1 7.375 2,451.90 66 7.125 2,451.90 CYPRESS CA 90603 2 10/12/01 00 218825184 05 12/01/01 0 218825184 O 11/01/31 0 1 6522530 994/994 F 370,000.00 ZZ 360 369,653.30 1 6.500 2,338.65 69 6.250 2,338.65 KIRKLAND WA 98034 1 10/18/01 00 218926800 09 12/01/01 0 218926800 O 11/01/31 0 6522934 994/994 F 528,000.00 ZZ 360 527,534.16 1 6.625 3,380.84 74 6.375 3,380.84 MARLBORO NJ 07751 2 10/17/01 00 218890154 05 12/01/01 0 218890154 O 11/01/31 0 6523838 994/994 F 575,000.00 ZZ 360 574,516.93 1 6.875 3,777.34 58 6.625 3,777.34 MISSION HILLS KS 66208 2 10/25/01 00 404237707 09 12/01/01 0 404237707 O 11/01/31 0 6526442 994/994 F 387,350.00 ZZ 360 387,024.58 1 6.875 2,544.61 90 6.625 2,544.61 DAVIE FL 33325 1 10/19/01 11 218954190 03 12/01/01 25 218954190 O 11/01/31 0 6527078 994/994 F 312,800.00 ZZ 360 312,537.21 1 6.875 2,054.87 80 6.625 2,054.87 THE WOODLANDS TX 77381 1 10/12/01 00 81117680 05 12/01/01 0 81117680 O 11/01/31 0 6527578 956/G01 F 559,000.00 ZZ 360 559,000.00 1 1 6.750 3,625.66 78 6.500 3,625.66 LAS VEGAS NV 89135 1 11/01/01 00 0433408788 03 01/01/02 0 3711100103 O 12/01/31 0 6528636 994/994 F 306,000.00 ZZ 360 305,755.30 1 7.125 2,061.58 90 6.875 2,061.58 CHULA VISTA CA 91910 1 10/12/01 11 218889883 05 12/01/01 25 218889883 O 11/01/31 0 6529380 696/G01 F 324,000.00 ZZ 360 324,000.00 1 6.750 2,101.46 72 6.500 2,101.46 WASHINGTON DC 20015 2 11/08/01 00 0433359841 05 01/01/02 0 31101239 O 12/01/31 0 6529382 696/G01 F 320,000.00 ZZ 360 320,000.00 1 6.875 2,102.17 43 6.625 2,102.17 WASHINGTON DC 20009 2 11/09/01 00 0433358967 07 01/01/02 0 30201196 O 12/01/31 0 6529384 696/G01 F 414,000.00 ZZ 360 414,000.00 1 6.750 2,685.20 80 6.500 2,685.20 BETHESDA MD 20814 2 11/09/01 00 0433358637 05 01/01/02 0 32701281 O 12/01/31 0 6529386 696/G01 F 416,250.00 ZZ 360 416,250.00 1 6.750 2,699.79 73 6.500 2,699.79 ROCKVILLE MD 20852 2 11/08/01 00 0433358439 05 01/01/02 0 1 32901338 O 12/01/31 0 6529390 696/G01 F 418,500.00 ZZ 360 418,500.00 1 7.000 2,784.29 79 6.750 2,784.29 CHEVY CHASE MD 20815 2 11/08/01 00 0433357860 05 01/01/02 0 30101207 O 12/01/31 0 6529392 696/G01 F 324,400.00 ZZ 360 324,400.00 1 6.750 2,104.05 80 6.500 2,104.05 LEESBURG VA 20176 2 11/09/01 00 0433357738 03 01/01/02 0 24501204 O 12/01/31 0 6529834 994/994 F 375,000.00 ZZ 360 374,707.46 1 7.250 2,558.17 89 7.000 2,558.17 LIVINGSTON NJ 07039 1 10/17/01 01 81177578 05 12/01/01 25 81177578 O 11/01/31 0 6530394 P67/G01 F 684,200.00 ZZ 360 684,200.00 1 6.875 4,494.71 69 6.625 4,494.71 ANDOVER MA 01810 2 11/15/01 00 0433388360 05 01/01/02 0 GEDIMAN O 12/01/31 0 6535374 K88/G01 F 390,000.00 ZZ 360 389,672.35 1 6.875 2,562.03 78 6.625 2,562.03 LITTLE SILVER NJ 07739 2 10/26/01 00 0433414166 05 12/01/01 0 17302 O 11/01/31 0 1 6542012 E82/G01 F 515,700.00 ZZ 360 515,700.00 1 6.875 3,387.78 51 6.625 3,387.78 BELMONT CA 94002 2 11/08/01 00 0400510582 05 01/01/02 0 1850236 O 12/01/31 0 6544436 E22/G01 F 623,000.00 ZZ 360 623,000.00 1 6.750 4,040.77 69 6.500 4,040.77 COLORADO SPRING CO 80908 4 11/08/01 00 0413106048 05 01/01/02 0 0413106048 O 12/01/31 0 6544448 E22/G01 F 389,500.00 ZZ 360 389,500.00 1 6.750 2,526.29 65 6.500 2,526.29 METAMORA MI 48455 2 11/08/01 00 0413119959 05 01/01/02 0 0413119959 O 12/01/31 0 6544462 E22/G01 F 576,000.00 ZZ 360 576,000.00 1 6.875 3,783.91 80 6.625 3,783.91 LOS ANGELES CA 90046 2 11/05/01 00 0413142399 05 01/01/02 0 0413142399 O 12/01/31 0 6544478 E22/G01 F 419,300.00 ZZ 360 419,300.00 1 7.125 2,824.90 66 6.875 2,824.90 WEST BLOOMFIELD MI 48322 2 11/01/01 00 0413157447 05 01/01/02 0 0413157447 O 12/01/31 0 6544530 E22/G01 F 318,000.00 ZZ 360 318,000.00 1 6.875 2,089.03 46 6.625 2,089.03 1 MILLBRAE CA 94030 2 11/06/01 00 0413206137 05 01/01/02 0 0413206137 O 12/01/31 0 6544582 E22/G01 F 510,300.00 ZZ 360 510,300.00 1 6.625 3,267.51 70 6.375 3,267.51 FT. COLLINS CO 80526 5 11/08/01 00 0413232273 03 01/01/02 0 0413232273 O 12/01/31 0 6544666 E22/G01 F 475,307.00 ZZ 360 475,307.00 1 6.500 3,004.26 80 6.250 3,004.26 HUNTINGTON BEAC CA 92649 1 11/13/01 00 0413284498 03 01/01/02 0 0413284498 O 12/01/31 0 6546026 994/994 F 351,000.00 ZZ 360 350,726.19 1 7.250 2,394.44 90 7.000 2,394.44 TEWSBURY MA 01876 1 10/15/01 26 1000332234 05 12/01/01 25 1000332234 O 11/01/31 0 6546364 994/994 F 337,500.00 ZZ 360 337,236.71 1 7.250 2,302.35 72 7.000 2,302.35 AVON CT 06001 5 10/11/01 00 80978312 05 12/01/01 0 80978312 O 11/01/31 0 6546500 994/994 F 625,000.00 ZZ 360 624,524.43 1 7.375 4,316.72 71 7.125 4,316.72 WARREN RI 02885 2 10/05/01 00 1000286530 05 12/01/01 0 1000286530 O 11/01/31 0 1 6546870 R65/G01 F 700,000.00 ZZ 360 700,000.00 1 6.750 4,540.19 70 6.500 4,540.19 CHINO HILLS CA 91709 1 11/19/01 00 0433415981 03 01/01/02 0 20015826A O 12/01/31 0 6548980 N47/G01 F 359,800.00 ZZ 360 359,800.00 1 6.750 2,333.66 80 6.500 2,333.66 ELK GROVE CA 95624 1 11/20/01 00 0433434982 05 01/01/02 0 20112203 O 12/01/31 0 6550396 076/076 F 349,500.00 ZZ 360 348,717.00 1 7.500 2,443.75 74 7.250 2,443.75 MAPLE GROVE MN 55311 2 08/22/01 00 0112986 05 10/01/01 0 0112986 O 09/01/31 0 6550398 076/076 F 617,000.00 ZZ 360 612,943.14 1 6.875 4,053.25 49 6.625 4,053.25 FAIRHOPE AL 36564 2 09/26/01 00 1378050 03 11/01/01 0 1378050 O 10/01/31 0 6550400 076/076 F 325,000.00 ZZ 360 324,491.39 1 7.250 2,217.08 76 7.000 2,217.08 NICEVILLE FL 32578 2 09/24/01 00 1392120 03 11/01/01 0 1392120 O 10/01/31 0 6550402 076/076 F 392,000.00 ZZ 360 391,670.67 1 1 6.875 2,575.16 70 6.625 2,575.16 BALDWIN PLACE NY 10505 5 10/15/01 00 1416958 05 12/01/01 0 1416958 O 11/01/31 0 6550404 076/076 F 406,000.00 ZZ 360 403,466.55 1 6.625 2,599.66 64 6.375 2,599.66 PLEASANT RIDGE MI 48069 5 06/15/01 00 1600447 05 08/01/01 0 1600447 O 07/01/31 0 6550406 076/076 F 310,500.00 ZZ 360 310,263.73 1 7.375 2,144.55 79 7.125 2,144.55 BRONXVILLE NY 10708 2 10/11/01 00 1622502 05 12/01/01 0 1622502 O 11/01/31 0 6550408 076/076 F 450,000.00 ZZ 360 449,648.95 1 7.250 3,069.80 53 7.000 3,069.80 WESTPORT CT 06880 1 10/05/01 00 1718558 05 12/01/01 0 1718558 O 11/01/31 0 6550410 076/076 F 500,000.00 ZZ 360 499,136.60 1 6.750 3,242.99 67 6.500 3,242.99 WAKE FOREST NC 27587 2 09/24/01 00 1754082 03 11/01/01 0 1754082 O 10/01/31 0 6550412 076/076 F 500,000.00 ZZ 360 499,609.95 1 7.250 3,410.88 74 7.000 3,410.88 FENTON MI 48430 2 09/27/01 00 1805077 01 12/01/01 0 1 1805077 O 11/01/31 0 6550414 076/076 F 400,000.00 ZZ 360 399,081.24 1 7.375 2,762.71 51 7.125 2,762.71 EVERETT WA 98203 1 08/24/01 00 1816383 05 10/01/01 0 1816383 O 09/01/31 0 6550416 076/076 F 298,000.00 ZZ 360 297,298.36 1 7.250 2,032.89 76 7.000 2,032.89 AUBURN WA 98092 1 08/24/01 00 1816387 05 10/01/01 0 1816387 O 09/01/31 0 6550418 076/076 F 300,000.00 ZZ 360 299,771.72 1 7.375 2,072.03 90 7.125 2,072.03 CHICAGO IL 60622 1 10/16/01 12 1818207 01 12/01/01 25 1818207 O 11/01/31 0 6550420 076/076 F 445,000.00 ZZ 360 444,652.86 1 7.250 3,035.68 73 7.000 3,035.68 IOWA CITY IA 52246 2 10/08/01 00 5143993 05 12/01/01 0 5143993 O 11/01/31 0 6550422 076/076 F 346,600.00 ZZ 360 314,315.82 1 7.000 2,305.94 75 6.750 2,305.94 ZELIENOPLE PA 16063 2 10/02/01 00 5150955 03 12/01/01 0 5150955 O 11/01/31 0 1 6550424 076/076 F 650,000.00 ZZ 360 648,543.77 1 7.500 4,544.89 69 7.250 4,544.89 ROGERSVILLE MO 65742 2 08/16/01 00 5366003 05 10/01/01 0 5366003 O 09/01/31 0 6550426 076/076 F 358,930.00 ZZ 360 358,676.67 1 7.750 2,571.42 82 7.500 2,571.42 BAYPORT NY 11705 2 10/02/01 12 5549955 05 12/01/01 25 5549955 O 11/01/31 0 6550428 076/076 F 294,000.00 ZZ 360 293,770.65 1 7.250 2,005.60 84 7.000 2,005.60 BOWIE MD 20721 2 10/09/01 10 5962034 05 12/01/01 25 5962034 O 11/01/31 0 6550430 076/076 F 424,000.00 ZZ 360 423,368.69 1 7.500 2,964.67 80 7.250 2,964.67 SPRINGFIELD MO 65809 2 09/17/01 00 7108244 05 11/01/01 0 7108244 O 10/01/31 0 6550432 076/076 F 479,900.00 ZZ 360 479,071.29 1 6.750 3,112.63 80 6.500 3,112.63 FAIRFIELD CT 06430 1 09/28/01 00 9800590 05 11/01/01 0 9800590 O 10/01/31 0 6550434 076/076 F 283,900.00 ZZ 360 283,678.53 1 7.250 1,936.70 80 7.000 1,936.70 1 WOODBURY CT 06798 1 10/05/01 00 9814117 05 12/01/01 0 9814117 O 11/01/31 0 6550716 964/G01 F 485,000.00 ZZ 360 485,000.00 1 6.875 3,186.11 77 6.625 3,186.11 TUSTIN CA 92782 2 11/19/01 00 0433421765 03 01/01/02 0 154494 O 12/01/31 0 6552104 994/994 F 373,000.00 ZZ 360 372,701.72 1 7.125 2,512.97 70 6.875 2,512.97 WINDSOR CA 95492 2 10/05/01 00 218918898 05 12/01/01 0 218918898 O 11/01/31 0 6552708 964/G01 F 309,000.00 ZZ 360 308,727.38 1 6.625 1,978.56 57 6.375 1,978.56 DENVER CO 80206 2 10/29/01 00 0433361367 05 12/01/01 0 156520 O 11/01/31 0 6553024 994/994 F 637,500.00 ZZ 360 637,026.89 1 7.500 4,457.49 75 7.250 4,457.49 TUCSON AZ 85718 1 10/19/01 00 218870834 05 12/01/01 0 218870834 O 11/01/31 0 6553416 994/994 F 353,000.00 ZZ 360 352,703.44 1 6.875 2,318.96 47 6.625 2,318.96 LOCUST VALLEY NY 11560 2 10/16/01 00 1000330681 05 12/01/01 0 1000330681 O 11/01/31 0 1 6554440 994/994 F 344,000.00 ZZ 360 343,689.02 1 6.500 2,174.31 76 6.250 2,174.31 STRATFORD CT 06614 2 10/10/01 00 218889339 05 12/01/01 0 218889339 O 11/01/31 0 6556918 550/550 F 650,000.00 ZZ 360 649,434.86 1 6.700 4,194.31 30 6.450 4,194.31 BELVEDERE CA 94920 2 10/19/01 00 120548321 05 12/01/01 0 120548321 O 11/01/31 0 6557450 S43/G01 F 509,600.00 ZZ 360 509,600.00 1 6.875 3,347.71 80 6.625 3,347.71 ALBUQUERQUE NM 87111 2 11/21/01 00 0433406592 03 01/01/02 0 010351 O 12/01/31 0 6560456 E23/G01 F 397,200.00 ZZ 360 396,882.37 1 7.125 2,676.01 80 6.875 2,676.01 ELK GROVE CA 95624 1 10/24/01 00 0433384716 05 12/01/01 0 61002878 O 11/01/31 0 6560808 E23/G01 F 320,000.00 ZZ 360 320,000.00 1 6.750 2,075.51 64 6.500 2,075.51 SAN DIEGO CA 92106 5 11/01/01 00 0433390523 05 01/01/02 0 11007117 O 12/01/31 0 6561098 696/G01 F 1,000,000.00 ZZ 360 1,000,000.00 1 1 6.875 6,569.29 62 6.625 6,569.29 MCLEAN VA 22102 1 11/08/01 00 0433381811 03 01/01/02 0 24401180 O 12/01/31 0 6561100 696/G01 F 386,000.00 ZZ 360 386,000.00 1 6.375 2,408.14 80 6.125 2,408.14 CHEVY CHASE MD 20815 1 11/16/01 00 0433381720 05 01/01/02 0 31101264 O 12/01/31 0 6561104 696/G01 F 322,000.00 ZZ 360 322,000.00 1 6.750 2,088.49 74 6.500 2,088.49 ARLINGTON VA 22201 2 11/12/01 00 0433380912 05 01/01/02 0 30201207 O 12/01/31 0 6561108 696/G01 F 650,000.00 ZZ 360 650,000.00 1 6.875 4,270.04 65 6.625 4,270.04 WASHINGTON DC 20016 5 11/09/01 00 0433380599 05 01/01/02 0 30101228 O 12/01/31 0 6561110 696/G01 F 388,000.00 ZZ 360 387,665.94 1 6.750 2,516.56 80 6.500 2,516.56 POTOMAC FALLS VA 20165 2 11/05/01 00 0433389640 03 12/01/01 0 24501210 O 11/01/31 0 6565198 E22/G01 F 260,000.00 ZZ 360 260,000.00 1 6.500 1,643.38 80 6.250 1,643.38 EDMONDS WA 98026 1 11/09/01 00 0413131327 05 01/01/02 0 1 0413131327 O 12/01/31 0 6565250 E22/G01 F 360,000.00 ZZ 360 360,000.00 1 6.750 2,334.95 84 6.500 2,334.95 NORTH SALT LAKE UT 84054 2 11/06/01 04 0413189754 05 01/01/02 12 0413189754 O 12/01/31 0 6565270 E22/G01 F 399,950.00 ZZ 360 399,950.00 1 6.875 2,627.39 73 6.625 2,627.39 WASHINGTON DC 20016 1 11/16/01 00 0413199381 05 01/01/02 0 0413199381 O 12/01/31 0 6565276 E22/G01 F 367,000.00 ZZ 360 367,000.00 1 6.875 2,410.93 70 6.625 2,410.93 SAN JOSE CA 95136 5 11/08/01 00 0413206293 05 01/01/02 0 0413206293 O 12/01/31 0 6565280 E22/G01 F 770,000.00 ZZ 360 770,000.00 1 6.500 4,866.92 62 6.250 4,866.92 PALO ALTO CA 94301 5 11/07/01 00 0413206756 05 01/01/02 0 0413206756 O 12/01/31 0 6565288 E22/G01 F 455,000.00 ZZ 360 455,000.00 1 6.625 2,913.41 53 6.375 2,913.41 GILROY CA 95020 5 11/06/01 00 0413212051 05 01/01/02 0 0413212051 O 12/01/31 0 1 6565302 E22/G01 F 350,000.00 ZZ 360 350,000.00 1 6.875 2,299.25 72 6.625 2,299.25 ISSAQUAH WA 98027 2 11/05/01 00 0413225590 03 01/01/02 0 0413225590 O 12/01/31 0 6565306 E22/G01 F 155,250.00 T 360 155,250.00 1 6.875 1,019.88 75 6.625 1,019.88 ESTES PARK CO 80517 1 11/15/01 00 0413227174 05 01/01/02 0 0413227174 O 12/01/31 0 6565334 E22/G01 F 374,400.00 ZZ 360 374,400.00 1 7.125 2,522.40 80 6.875 2,522.40 DOVER TOWNSHIP NJ 08753 1 11/15/01 00 0413236191 05 01/01/02 0 0413236191 O 12/01/31 0 6565338 E22/G01 F 635,000.00 ZZ 360 635,000.00 1 6.625 4,065.97 55 6.375 4,065.97 ORANGE CA 92869 2 11/07/01 00 0413237322 05 01/01/02 0 0413237322 O 12/01/31 0 6565356 E22/G01 F 400,000.00 ZZ 360 400,000.00 1 6.625 2,561.24 57 6.375 2,561.24 LOOMIS CA 95650 2 11/07/01 00 0413248378 05 01/01/02 0 0413248378 O 12/01/31 0 6565400 E22/G01 F 399,900.00 ZZ 360 399,900.00 1 6.500 2,527.64 80 6.250 2,527.64 1 ROCKVILLE MD 20855 1 11/16/01 00 0413271610 05 01/01/02 0 0413271610 O 12/01/31 0 6566846 550/550 F 350,000.00 ZZ 360 349,710.26 1 6.950 2,316.82 44 6.700 2,316.82 GREAT NECK NY 11021 1 10/30/01 00 120542811 05 12/01/01 0 120542811 O 11/01/31 0 6570468 Q44/G01 F 400,000.00 T 360 400,000.00 1 6.875 2,627.72 80 6.625 2,627.72 CHARLEVOIX MI 49720 2 11/08/01 00 0433394681 05 01/01/02 0 12285 O 12/01/31 0 6573834 E60/G01 F 360,000.00 ZZ 360 360,000.00 1 6.625 2,305.12 49 6.375 2,305.12 ESCONDIDO CA 92025 2 11/16/01 00 0433432150 05 01/01/02 0 525311 O 12/01/31 0 6575902 R21/G01 F 547,000.00 ZZ 360 547,000.00 1 6.875 3,593.40 79 6.625 3,593.40 WAYZATA MN 55391 2 11/13/01 00 0433400520 05 01/01/02 0 20010967 O 12/01/31 0 6576626 R65/G01 F 351,900.00 ZZ 360 351,900.00 1 6.750 2,282.42 80 6.500 2,282.42 POTOMAC MD 20854 2 11/15/01 00 0433398302 05 01/01/02 0 999999999999999 O 12/01/31 0 1 6576852 964/G01 F 321,000.00 ZZ 360 321,000.00 1 6.875 2,108.74 70 6.625 2,108.74 DENVER CO 80209 5 11/02/01 00 0433355278 05 01/01/02 0 160028 O 12/01/31 0 6577992 956/G01 F 475,000.00 ZZ 360 475,000.00 1 6.625 3,041.48 80 6.375 3,041.48 NORTHFIELD MN 55057 4 11/08/01 00 0433378510 05 01/01/02 0 3511110048 O 12/01/31 0 6578166 964/G01 F 339,000.00 ZZ 360 338,715.20 1 6.875 2,226.99 67 6.625 2,226.99 PINE CO 80470 2 10/29/01 00 0433380128 05 12/01/01 0 158221 O 11/01/31 0 6579140 956/G01 F 361,500.00 ZZ 360 361,500.00 1 6.875 2,374.80 66 6.625 2,374.80 MINNEAPOLIS MN 55409 2 11/07/01 00 0433388550 05 01/01/02 0 3511100424 O 12/01/31 0 6579170 956/G01 F 400,000.00 ZZ 360 399,672.12 1 7.000 2,661.21 72 6.750 2,661.21 SEBASTOPOL CA 95472 2 10/26/01 00 0433395324 05 12/01/01 0 811090403 O 11/01/31 0 6579848 948/G01 F 450,000.00 ZZ 360 450,000.00 1 1 6.500 2,844.31 73 6.250 2,844.31 RENO NV 89511 5 11/07/01 00 0433395290 03 01/01/02 0 63470 O 12/01/31 0 6580148 N28/G01 F 504,500.00 ZZ 360 504,500.00 1 6.750 3,272.18 68 6.500 3,272.18 PORTLAND OR 97209 2 11/06/01 00 0433395217 01 01/01/02 0 25645 O 12/01/31 0 6580192 E60/G01 F 399,900.00 ZZ 360 399,900.00 1 6.750 2,593.75 67 6.500 2,593.75 LAKESIDE CA 92040 5 11/08/01 00 0433398385 05 01/01/02 0 525285 O 12/01/31 0 6580238 956/G01 F 360,000.00 ZZ 360 360,000.00 1 6.750 2,334.95 56 6.500 2,334.95 LOS ANGELES CA 90064 2 11/01/01 00 0433408796 05 01/01/02 0 4511100102 O 12/01/31 0 6581086 696/G01 F 328,000.00 ZZ 360 328,000.00 1 6.750 2,127.40 80 6.500 2,127.40 WASHINGTON DC 20009 1 11/14/01 00 0433389673 05 01/01/02 0 32601329 O 12/01/31 0 6581088 696/G01 F 564,850.00 ZZ 360 564,850.00 1 6.750 3,663.61 80 6.500 3,663.61 WASHINGTON DC 20007 1 11/15/01 00 0433386281 05 01/01/02 0 1 32601309 O 12/01/31 0 6581096 696/G01 F 316,200.00 ZZ 360 316,200.00 1 6.875 2,077.21 80 6.625 2,077.21 LORTON VA 22079 2 08/31/01 00 0433385994 03 01/01/02 0 10001056 O 12/01/31 0 6586860 E22/G01 F 355,000.00 ZZ 360 355,000.00 1 6.875 2,332.10 79 6.625 2,332.10 VALLEY COTTAGE NY 10989 2 11/12/01 00 0413101486 05 01/01/02 0 0413101486 O 12/01/31 0 6586866 E22/G01 F 360,800.00 ZZ 360 360,800.00 1 6.750 2,340.14 80 6.500 2,340.14 LAKEWOOD CO 80227 2 11/12/01 00 0413117177 03 01/01/02 0 0413117177 O 12/01/31 0 6586922 E22/G01 F 353,000.00 ZZ 360 353,000.00 1 6.875 2,318.96 53 6.625 2,318.96 ARLINGTON VA 22201 2 11/12/01 00 0413192535 05 01/01/02 0 0413192535 O 12/01/31 0 6586936 E22/G01 F 445,000.00 ZZ 360 445,000.00 1 6.875 2,923.33 73 6.625 2,923.33 COLORADO SPRING CO 80920 1 11/15/01 00 0413197997 03 01/01/02 0 0413197997 O 12/01/31 0 1 6586946 E22/G01 F 311,000.00 ZZ 360 311,000.00 1 6.875 2,043.05 80 6.625 2,043.05 EDISON NJ 08820 2 11/12/01 00 0413205394 05 01/01/02 0 0413205394 O 12/01/31 0 6586948 E22/G01 F 516,000.00 ZZ 360 516,000.00 1 6.875 3,389.75 68 6.625 3,389.75 SANTA CRUZ CA 95060 5 11/05/01 00 0413207135 03 01/01/02 0 0413207135 O 12/01/31 0 6586952 E22/G01 F 327,000.00 ZZ 360 327,000.00 1 6.625 2,093.82 55 6.375 2,093.82 CHEVY CHASE MD 20815 2 11/12/01 00 0413208224 05 01/01/02 0 0413208224 O 12/01/31 0 6586960 E22/G01 F 425,000.00 ZZ 360 425,000.00 1 6.875 2,791.95 68 6.625 2,791.95 LAKEWOOD CA 90712 5 11/06/01 00 0413211020 05 01/01/02 0 0413211020 O 12/01/31 0 6586966 E22/G01 F 238,500.00 ZZ 360 238,500.00 1 6.625 1,527.14 57 6.375 1,527.14 HAYWARD CA 94541 2 11/06/01 00 0413217472 05 01/01/02 0 0413217472 O 12/01/31 0 6586986 E22/G01 F 307,850.00 ZZ 360 307,850.00 1 6.625 1,971.20 76 6.375 1,971.20 1 LAKEWOOD CO 80228 2 11/08/01 00 0413227422 05 01/01/02 0 0413227422 O 12/01/31 0 6587044 E22/G01 F 200,000.00 ZZ 360 200,000.00 1 6.625 1,280.62 66 6.375 1,280.62 SAN LORENZO CA 94580 5 11/08/01 00 0413256850 03 01/01/02 0 0413256850 O 12/01/31 0 6587074 E22/G01 F 619,500.00 ZZ 360 619,500.00 1 6.750 4,018.07 70 6.500 4,018.07 LAGUNA BEACH CA 92651 1 11/07/01 00 0413275231 05 01/01/02 0 0413275231 O 12/01/31 0 6587102 E22/G01 F 431,920.00 ZZ 360 431,920.00 1 6.750 2,801.42 80 6.500 2,801.42 BIRMINGHAM AL 35242 1 11/16/01 00 0413305954 03 01/01/02 0 0413305954 O 12/01/31 0 6590094 B57/G01 F 337,600.00 ZZ 360 337,600.00 1 6.875 2,217.79 80 6.625 2,217.79 LOS ANGELES CA 91326 1 11/09/01 00 0433387370 03 01/01/02 0 2118321 O 12/01/31 0 6591890 E60/G01 F 354,000.00 ZZ 360 354,000.00 1 6.750 2,296.04 62 6.500 2,296.04 PISMO BEACH CA 93449 2 11/20/01 00 0433405495 09 01/01/02 0 513845 O 12/01/31 0 1 6595802 N47/G01 F 471,000.00 ZZ 360 471,000.00 1 6.875 3,094.13 65 6.625 3,094.13 MORAGA CA 94556 2 11/13/01 00 0433412764 05 01/01/02 0 20510946 O 12/01/31 0 6596540 L20/G01 F 330,000.00 ZZ 360 330,000.00 1 6.750 2,140.37 85 6.500 2,140.37 SALT LAKE CITY UT 84108 1 11/20/01 14 0433416070 05 01/01/02 12 283164 O 12/01/31 0 6596634 L49/G01 F 334,350.00 ZZ 360 334,350.00 1 7.000 2,224.44 80 6.750 2,224.44 THOUSAND OAKS CA 91320 1 11/01/01 00 0433377108 03 01/01/02 0 10007101 O 12/01/31 0 6597042 956/G01 F 450,000.00 ZZ 360 450,000.00 1 7.000 2,993.86 46 6.750 2,993.86 REDWOOD CITY CA 94065 2 10/31/01 00 0433386737 05 01/01/02 0 W2611 O 12/01/31 0 6604360 E22/G01 F 292,000.00 ZZ 360 292,000.00 1 6.625 1,869.71 80 6.375 1,869.71 EL CERRITO CA 94530 1 11/13/01 00 0413117516 05 01/01/02 0 0413117516 O 12/01/31 0 6604374 E22/G01 F 399,900.00 ZZ 360 399,900.00 1 1 6.500 2,527.64 53 6.250 2,527.64 BURLINGAME CA 94010 2 11/06/01 00 0413135294 05 01/01/02 0 0413135294 O 12/01/31 0 6604412 E22/G01 F 496,000.00 ZZ 360 496,000.00 1 6.625 3,175.94 80 6.375 3,175.94 PLEASANTON CA 94588 2 11/12/01 00 0413171976 05 01/01/02 0 0413171976 O 12/01/31 0 6604416 E22/G01 F 480,000.00 ZZ 360 480,000.00 1 7.000 3,193.45 63 6.750 3,193.45 ALAMO CA 94507 5 11/02/01 00 0413174053 05 01/01/02 0 0413174053 O 12/01/31 0 6604422 E22/G01 F 91,150.00 ZZ 360 91,150.00 1 7.625 645.15 95 7.375 645.15 OXFORD AL 36203 1 11/19/01 04 0413189234 05 01/01/02 30 0413189234 O 12/01/31 0 6604440 E22/G01 F 388,000.00 ZZ 360 388,000.00 1 6.750 2,516.56 23 6.500 2,516.56 SAN FRANCISCO CA 94123 2 10/25/01 00 0413199845 05 01/01/02 0 0413199845 O 12/01/31 0 6604444 E22/G01 F 508,000.00 ZZ 360 508,000.00 1 6.875 3,337.20 36 6.625 3,337.20 PALOS VERDES ES CA 90274 2 11/07/01 00 0413200916 05 01/01/02 0 1 0413200916 O 12/01/31 0 6604450 E22/G01 F 134,400.00 ZZ 360 134,400.00 1 6.750 871.72 80 6.500 871.72 RANCHO CORDOVA CA 95670 2 11/06/01 00 0413201492 05 01/01/02 0 0413201492 O 12/01/31 0 6604470 E22/G01 F 399,950.00 ZZ 360 399,950.00 1 6.875 2,627.39 43 6.625 2,627.39 PACIFIC PALISAD CA 90272 1 11/09/01 00 0413212754 05 01/01/02 0 0413212754 O 12/01/31 0 6604474 E22/G01 F 345,000.00 ZZ 360 345,000.00 1 6.750 2,237.66 53 6.500 2,237.66 SAN JOSE CA 95130 2 11/12/01 00 0413213067 05 01/01/02 0 0413213067 O 12/01/31 0 6604496 E22/G01 F 333,000.00 ZZ 360 333,000.00 1 6.625 2,132.24 59 6.375 2,132.24 MONUMENT CO 80132 2 11/12/01 00 0413227299 03 01/01/02 0 0413227299 O 12/01/31 0 6604502 E22/G01 F 424,000.00 ZZ 360 424,000.00 1 6.625 2,714.92 80 6.375 2,714.92 CAMPBELL CA 95008 1 11/07/01 00 0413229253 05 01/01/02 0 0413229253 O 12/01/31 0 1 6604508 E22/G01 F 368,000.00 ZZ 360 368,000.00 1 6.750 2,386.84 62 6.500 2,386.84 SANTA ROSA CA 95404 2 11/06/01 00 0413232802 05 01/01/02 0 0413232802 O 12/01/31 0 6604530 E22/G01 F 650,000.00 ZZ 360 650,000.00 1 6.625 4,162.02 67 6.375 4,162.02 LOS GATOS CA 95032 5 11/12/01 00 0413250531 05 01/01/02 0 0413250531 O 12/01/31 0 6604574 E22/G01 F 322,500.00 ZZ 360 322,500.00 1 6.625 2,065.00 80 6.375 2,065.00 SANTA FE NM 87508 1 11/16/01 00 0413275975 03 01/01/02 0 0413275975 O 12/01/31 0 6608152 E82/G01 F 385,700.00 ZZ 360 385,700.00 1 6.875 2,533.77 80 6.625 2,533.77 SAN CLEMENTE CA 92672 2 11/06/01 00 0400519278 03 01/01/02 0 1961747 O 12/01/31 0 6608162 E82/G01 F 332,500.00 ZZ 360 332,500.00 1 6.625 2,129.03 59 6.375 2,129.03 MISSI0N VIE CA 92692 2 11/13/01 00 0400519773 03 01/01/02 0 0400519773 O 12/01/31 0 6608170 E82/G01 F 312,500.00 ZZ 360 312,500.00 1 7.125 2,105.37 70 6.875 2,105.37 1 HUNTINGTON BEAC CA 92646 2 11/15/01 00 0400525994 05 01/01/02 0 0400525994 O 12/01/31 0 6615674 E60/G01 F 324,000.00 ZZ 360 324,000.00 1 6.750 2,101.46 71 6.500 2,101.46 NIPOMO CA 93444 2 11/16/01 00 0433429271 05 01/01/02 0 513836 O 12/01/31 0 6620688 696/G01 F 541,200.00 ZZ 360 541,200.00 1 6.875 3,555.30 80 6.625 3,555.30 COCKEYSVILLE MD 21030 1 11/16/01 00 0433393410 03 01/01/02 0 30101243 O 12/01/31 0 6620690 696/G01 F 715,000.00 ZZ 360 715,000.00 1 6.750 4,637.48 70 6.500 4,637.48 OAKTON VA 22124 1 11/15/01 00 0433394087 05 01/01/02 0 24500108 O 12/01/31 0 6620696 696/G01 F 371,450.00 ZZ 360 371,450.00 1 6.625 2,378.44 80 6.375 2,378.44 WOODBRIDGE VA 22191 1 11/08/01 00 0433415577 03 01/01/02 0 21401080 O 12/01/31 0 6620698 696/G01 F 467,500.00 ZZ 360 467,500.00 1 6.500 2,954.92 78 6.250 2,954.92 CHEVY CHASE MD 20815 2 11/12/01 00 0433393626 05 01/01/02 0 31201544 O 12/01/31 0 1 6620704 696/G01 F 291,000.00 ZZ 360 291,000.00 1 6.625 1,863.30 75 6.375 1,863.30 ROCKVILLE MD 20852 5 11/15/01 00 0433389731 09 01/01/02 0 30301209 O 12/01/31 0 6620938 E87/G01 F 370,000.00 ZZ 360 370,000.00 1 6.750 2,399.81 53 6.500 2,399.81 SANTA BARBARA CA 93105 2 11/02/01 00 0433386893 05 01/01/02 0 70003833 O 12/01/31 0 6624088 E60/G01 F 495,200.00 ZZ 360 495,200.00 1 6.500 3,130.00 80 6.250 3,130.00 ATASCADERO CA 93422 2 11/21/01 00 0433425048 05 01/01/02 0 513968 O 12/01/31 0 6625154 R84/G01 F 365,000.00 ZZ 360 365,000.00 1 6.750 2,367.38 43 6.500 2,367.38 HOUSTON TX 77056 2 11/26/01 00 0433400561 05 01/01/02 0 0505202 O 12/01/31 0 6628642 U28/G01 F 344,500.00 ZZ 360 344,500.00 1 6.500 2,177.47 78 6.250 2,177.47 ROSWELL GA 30075 2 11/15/01 00 0433400397 03 01/01/02 0 1 O 12/01/31 0 6629460 E85/G01 F 338,500.00 ZZ 360 338,500.00 1 1 6.875 2,223.70 36 6.625 2,223.70 MILL VALLEY CA 94941 2 11/01/01 00 0433393337 05 01/01/02 0 9611031 O 12/01/31 0 6632582 L49/G01 F 404,700.00 ZZ 360 404,368.27 1 7.000 2,692.48 79 6.750 2,692.48 IRVINE CA 92602 2 10/30/01 00 0433372455 03 12/01/01 0 10008293 O 11/01/31 0 6632758 696/G01 F 352,000.00 ZZ 360 352,000.00 1 6.500 2,224.88 80 6.250 2,224.88 SILVER SPRING MD 20906 1 11/16/01 00 0433389707 03 01/01/02 0 32201234 O 12/01/31 0 6632762 696/G01 F 370,400.00 ZZ 360 370,400.00 1 6.875 2,433.26 80 6.625 2,433.26 ALEXANDRIA VA 22314 2 11/14/01 00 0433396827 05 01/01/02 0 22601215 O 12/01/31 0 6632766 696/G01 F 503,400.00 ZZ 360 503,400.00 1 6.750 3,265.04 77 6.500 3,265.04 BETHESDA MD 20814 2 11/09/01 00 0433396561 05 01/01/02 0 30501190 O 12/01/31 0 6632768 696/G01 F 500,000.00 ZZ 360 500,000.00 1 6.750 3,242.99 51 6.500 3,242.99 POTOMAC MD 20854 2 11/15/01 00 0433396876 05 01/01/02 0 1 31101251 O 12/01/31 0 6637104 964/G01 F 440,000.00 ZZ 360 440,000.00 1 6.625 2,817.37 59 6.375 2,817.37 VILLA PARK CA 92861 5 11/15/01 00 0433413820 05 01/01/02 0 154954 O 12/01/31 0 6639908 E22/G01 F 393,700.00 ZZ 360 393,700.00 1 6.750 2,553.53 52 6.500 2,553.53 RIVER FOREST IL 60305 2 11/15/01 00 0413024159 05 01/01/02 0 0413024159 O 12/01/31 0 6640008 E22/G01 F 507,850.00 ZZ 360 507,850.00 1 6.875 3,336.21 80 6.625 3,336.21 LIVERMORE CA 94550 2 11/15/01 00 0413205956 03 01/01/02 0 0413205956 O 12/01/31 0 6640014 E22/G01 F 464,500.00 ZZ 360 464,500.00 1 7.000 3,090.33 45 6.750 3,090.33 LOS ALTOS CA 94024 5 11/14/01 00 0413213133 05 01/01/02 0 0413213133 O 12/01/31 0 6640044 E22/G01 F 395,000.00 ZZ 360 395,000.00 1 7.000 2,627.94 69 6.750 2,627.94 ENCINITAS CA 92024 2 11/13/01 00 0413234204 05 01/01/02 0 0413234204 O 12/01/31 0 1 6640064 E22/G01 F 300,000.00 ZZ 360 300,000.00 1 6.750 1,945.79 77 6.500 1,945.79 POWAY CA 92064 5 11/12/01 00 0413241357 05 01/01/02 0 0413241357 O 12/01/31 0 6640074 E22/G01 F 460,000.00 ZZ 360 460,000.00 1 6.625 2,945.43 44 6.375 2,945.43 SANTA BARBARA CA 93103 2 11/08/01 00 0413248162 05 01/01/02 0 0413248162 O 12/01/31 0 6640098 E22/G01 F 490,000.00 ZZ 360 490,000.00 1 6.625 3,137.52 68 6.375 3,137.52 SO. PASADENA CA 91030 2 11/14/01 00 0413258989 05 01/01/02 0 0413258989 O 12/01/31 0 6640102 E22/G01 F 446,400.00 ZZ 360 446,400.00 1 6.750 2,895.34 80 6.500 2,895.34 IRVINE CA 92602 1 11/09/01 00 0413261736 03 01/01/02 0 0413261736 O 12/01/31 0 6640142 E22/G01 F 194,250.00 ZZ 360 194,250.00 2 6.875 1,276.08 75 6.625 1,276.08 RANDOLPH MA 02368 2 11/15/01 00 0413288556 05 01/01/02 0 0413288556 O 12/01/31 0 6640150 E22/G01 F 383,000.00 ZZ 360 383,000.00 1 6.625 2,452.39 70 6.375 2,452.39 1 PLEASANTON CA 94588 5 11/13/01 00 0413293002 05 01/01/02 0 0413293002 O 12/01/31 0 6640476 E82/G01 F 399,900.00 ZZ 360 399,900.00 1 6.875 2,627.06 78 6.625 2,627.06 PALO ALTO CA 94301 2 11/09/01 00 0400516035 01 01/01/02 0 4061714 O 12/01/31 0 6640478 E82/G01 F 297,980.00 ZZ 360 297,980.00 1 7.000 1,982.47 80 6.750 1,982.47 BAYSIDE NY 11361 2 11/19/01 00 0400492633 05 01/01/02 0 0400492633 O 12/01/31 0 6640504 E82/G01 F 295,000.00 ZZ 360 295,000.00 1 6.875 1,937.94 80 6.625 1,937.94 CONCORD CA 94521 2 11/09/01 00 0400520193 05 01/01/02 0 4638622 O 12/01/31 0 6640522 E82/G01 F 449,300.00 ZZ 360 449,300.00 1 7.000 2,989.20 79 6.750 2,989.20 UNION CITY CA 94587 2 11/16/01 00 0400509428 05 01/01/02 0 4121918 O 12/01/31 0 6640536 E82/G01 F 442,200.00 ZZ 360 442,200.00 1 6.750 2,868.10 62 6.500 2,868.10 WESTON CT 06883 2 11/13/01 00 0400517827 05 01/01/02 0 0400517827 O 12/01/31 0 1 6640550 E82/G01 F 497,000.00 ZZ 360 497,000.00 1 7.375 3,432.66 70 7.125 3,432.66 BAINBRIDGE ISLA WA 98110 2 11/14/01 00 0400501953 05 01/01/02 0 3680378 O 12/01/31 0 6640554 E82/G01 F 311,850.00 ZZ 360 311,850.00 1 7.250 2,127.37 72 7.000 2,127.37 LOCUST VALLEY NY 11560 2 11/15/01 00 0400515466 05 01/01/02 0 1706684 O 12/01/31 0 6640560 E82/G01 F 369,000.00 ZZ 360 369,000.00 1 6.875 2,424.07 69 6.625 2,424.07 MIDDLETON MA 01949 2 11/14/01 00 0400521241 05 01/01/02 0 4886078 O 12/01/31 0 6640598 E82/G01 F 380,100.00 ZZ 360 380,100.00 1 6.875 2,496.99 75 6.625 2,496.99 HEBER CITY UT 84032 2 11/15/01 00 0400519195 05 01/01/02 0 3019205 O 12/01/31 0 6640602 E82/G01 F 503,000.00 ZZ 360 503,000.00 1 6.875 3,304.35 56 6.625 3,304.35 DALLAS TX 75287 2 11/12/01 00 0400517454 03 01/01/02 0 0400517454 O 12/01/31 0 6642074 G75/G75 F 358,250.00 ZZ 360 357,949.02 1 1 6.875 2,353.45 78 6.625 2,353.45 MT. AIRY MD 21771 1 10/15/01 00 04469018 05 12/01/01 0 04469018 O 11/01/31 0 6642076 G75/G75 F 428,500.00 ZZ 360 428,170.92 1 7.500 2,996.14 90 7.250 2,996.14 CINCINNATI OH 45255 2 10/17/01 14 04476063 05 12/01/01 25 04476063 O 11/01/31 0 6642080 G75/G75 F 392,000.00 ZZ 360 391,670.66 1 6.875 2,575.17 72 6.625 2,575.17 ST.CLOUD MN 56301 2 10/19/01 00 04473889 05 12/01/01 0 04473889 O 11/01/31 0 6642084 G75/G75 F 564,000.00 ZZ 360 563,502.39 1 6.625 3,611.36 80 6.375 3,611.36 SOUTH ORANGE NJ 07079 1 10/05/01 00 04421537 05 12/01/01 0 04421537 O 11/01/31 0 6642086 G75/G75 F 480,900.00 ZZ 360 480,485.95 1 6.750 3,119.11 77 6.500 3,119.11 VIRGINIA BEACH VA 23454 1 10/16/01 00 04491697 05 12/01/01 0 04491697 O 11/01/31 0 6642088 G75/G75 F 326,400.00 ZZ 360 326,125.78 1 6.875 2,144.22 76 6.625 2,144.22 ANNANDALE VA 22003 2 10/19/01 00 04478118 05 12/01/01 0 1 04478118 O 11/01/31 0 6642092 G75/G75 F 532,000.00 ZZ 360 531,541.95 1 6.750 3,450.55 80 6.500 3,450.55 ALEXANDRIA VA 22307 1 10/30/01 00 04431502 05 12/01/01 0 04431502 O 11/01/31 0 6642094 G75/G75 F 510,000.00 ZZ 360 509,581.95 1 7.000 3,393.05 74 6.750 3,393.05 GLEN ALLEN VA 23059 1 10/11/01 00 04447240 03 12/01/01 0 04447240 O 11/01/31 0 6642100 G75/G75 F 612,000.00 ZZ 360 612,000.00 1 7.000 4,071.66 77 6.750 4,071.66 IRVINGTON VA 22480 2 11/05/01 00 04496938 05 01/01/02 0 04496938 O 12/01/31 0 6642106 G75/G75 F 397,450.00 ZZ 360 397,116.09 1 6.875 2,610.97 75 6.625 2,610.97 INVERNESS IL 60010 2 11/01/01 00 04496382 05 12/01/01 0 04496382 O 11/01/31 0 6642108 G75/G75 F 312,000.00 ZZ 360 311,737.88 1 6.875 2,049.62 80 6.625 2,049.62 BUFFALO GROVE IL 60089 1 10/30/01 00 04478269 05 12/01/01 0 04478269 O 11/01/31 0 1 6643060 F99/G01 F 407,500.00 T 360 407,157.65 1 6.875 2,676.99 74 6.625 2,676.99 BREWSTER MA 02631 1 10/31/01 00 0433392453 05 12/01/01 0 1 O 11/01/31 0 6644082 738/G01 F 399,339.00 ZZ 360 399,339.00 1 6.750 2,590.11 80 6.500 2,590.11 RALEIGH NC 27613 1 11/09/01 00 0433397866 03 01/01/02 0 40154062 O 12/01/31 0 6647464 H12/G01 F 405,000.00 ZZ 360 405,000.00 1 6.875 2,660.56 80 6.625 2,660.56 OMAHA NE 68135 2 11/13/01 00 0433395928 05 01/01/02 0 0800015833601 O 12/01/31 0 6647828 253/253 F 980,000.00 ZZ 360 980,000.00 1 6.875 6,437.91 67 6.625 6,437.91 SUNNYVALE CA 94087 2 11/05/01 00 955592 05 01/01/02 0 955592 O 12/01/31 0 6649282 956/G01 F 360,000.00 ZZ 360 360,000.00 1 7.000 2,395.09 64 6.750 2,395.09 RANDOLPH NJ 07869 5 11/09/01 00 0433395456 05 01/01/02 0 911110029 O 12/01/31 0 6652606 M45/G01 F 450,000.00 ZZ 360 450,000.00 1 6.750 2,918.70 52 6.500 2,918.70 1 MENLO PARK CA 94025 5 11/06/01 00 0433378478 05 01/01/02 0 A0303033 O 12/01/31 0 6652612 G52/G01 F 479,200.00 ZZ 360 479,200.00 1 6.875 3,148.00 80 6.625 3,148.00 KAILUA HI 96734 1 11/08/01 00 0433404399 05 01/01/02 0 9205000834 O 12/01/31 0 6652866 K88/G01 F 324,000.00 ZZ 360 324,000.00 1 7.125 2,182.85 80 6.875 2,182.85 WAYNE NJ 07470 1 11/19/01 00 0433396132 05 01/01/02 0 28406 O 12/01/31 0 6653672 M45/G01 F 410,000.00 ZZ 360 410,000.00 1 7.375 2,831.77 60 7.125 2,831.77 SAN JOSE CA 95125 5 11/06/01 00 0433378114 05 01/01/02 0 A0306773 O 12/01/31 0 6654188 696/G01 F 496,000.00 ZZ 360 496,000.00 1 6.875 3,258.37 80 6.625 3,258.37 WASHINGTON DC 20007 1 11/19/01 00 0433401189 05 01/01/02 0 32601306 O 12/01/31 0 6654190 696/G01 F 300,000.00 ZZ 360 300,000.00 1 6.875 1,970.79 52 6.625 1,970.79 WASHINGTON DC 20036 5 11/15/01 00 0433401338 05 01/01/02 0 32601315 O 12/01/31 0 1 6654192 696/G01 F 517,500.00 ZZ 360 517,500.00 1 6.875 3,399.61 77 6.625 3,399.61 ARLINGTON VA 22205 2 11/08/01 00 0433400983 05 01/01/02 0 32601317 O 12/01/31 0 6654194 696/G01 F 650,000.00 ZZ 360 650,000.00 1 6.875 4,270.04 78 6.625 4,270.04 VIENNA VA 22182 2 11/15/01 00 0433401502 05 01/01/02 0 22301185 O 12/01/31 0 6654196 696/G01 F 375,000.00 ZZ 360 375,000.00 1 6.750 2,432.24 63 6.500 2,432.24 WASHINGTON DC 20015 5 11/15/01 00 0433401452 05 01/01/02 0 30201206 O 12/01/31 0 6654198 696/G01 F 578,200.00 ZZ 360 578,200.00 1 6.750 3,750.19 75 6.500 3,750.19 MCLEAN VA 22102 2 11/14/01 00 0433401551 05 01/01/02 0 24501215 O 12/01/31 0 6654200 696/G01 F 580,000.00 ZZ 360 580,000.00 1 6.750 3,761.87 73 6.500 3,761.87 MCLEAN VA 22101 2 11/16/01 00 0433401668 03 01/01/02 0 25101305 O 12/01/31 0 6654578 405/405 F 320,000.00 ZZ 360 319,338.66 1 1 7.125 2,155.90 78 6.625 2,155.90 LANDSDALE PA 19446 2 09/21/01 00 0012531331 05 11/01/01 0 0012531331 O 10/01/31 0 6654580 405/405 F 321,500.00 ZZ 360 320,971.40 1 7.000 2,138.95 79 6.500 2,138.95 DALLAS TX 75252 2 09/28/01 00 0012552006 05 11/01/01 0 0012552006 O 10/01/31 0 6654582 405/405 F 500,000.00 ZZ 360 499,569.51 1 6.750 3,242.99 70 6.500 3,242.99 IRVING CA 92602 2 10/16/01 00 0012557328 03 12/01/01 0 0012557328 O 11/01/31 0 6654586 405/405 F 396,000.00 ZZ 360 395,659.05 1 6.750 2,568.45 80 6.500 2,568.45 LIVERMORE CA 94550 1 10/23/01 00 0017676578 05 12/01/01 0 0017676578 O 11/01/31 0 6654588 405/405 F 319,992.00 ZZ 360 319,723.17 1 6.875 2,102.12 80 6.500 2,102.12 BOTHELL WA 98021 1 10/29/01 00 0017691908 03 12/01/01 0 0017691908 O 11/01/31 0 6654590 405/405 F 330,000.00 ZZ 360 329,708.85 1 6.625 2,113.03 37 6.375 2,113.03 OAK PARK CA 91377 2 10/17/01 00 0017746967 03 12/01/01 0 1 0017746967 O 11/01/31 0 6654592 405/405 F 500,000.00 ZZ 300 499,394.88 1 7.125 3,573.87 65 6.625 3,573.87 SAINT LOUIS MO 63131 1 10/30/01 00 0017777202 05 12/01/01 0 0017777202 O 11/01/26 0 6654594 405/405 F 553,000.00 ZZ 360 552,512.10 1 6.625 3,540.92 69 6.375 3,540.92 SAN MARINO CA 91108 5 10/10/01 00 0017784943 05 12/01/01 0 0017784943 O 11/01/31 0 6654598 405/405 F 440,000.00 ZZ 360 439,630.34 1 6.875 2,890.49 80 6.500 2,890.49 BURBANK CA 91501 1 10/19/01 00 0017793100 05 12/01/01 0 0017793100 O 11/01/31 0 6654604 405/405 F 350,000.00 ZZ 360 349,726.96 1 7.250 2,387.62 75 6.750 2,387.62 CARLSBAD CA 92009 2 10/17/01 00 0017816257 05 12/01/01 0 0017816257 O 11/01/31 0 6654606 405/405 F 496,000.00 ZZ 360 495,631.89 1 7.500 3,468.11 70 7.000 3,468.11 HUNTINGTON BEAC CA 92648 2 10/22/01 00 0017817479 03 12/01/01 0 0017817479 O 11/01/31 0 1 6654608 405/405 F 606,000.00 ZZ 360 605,503.26 1 7.000 4,031.74 45 6.500 4,031.74 LAGUNA BEACH CA 92651 2 10/19/01 00 0017821331 05 12/01/01 0 0017821331 O 11/01/31 0 6654610 405/405 F 344,000.00 ZZ 360 343,724.90 1 7.125 2,317.60 79 6.625 2,317.60 SAN LEANDRO CA 94578 5 10/24/01 00 0017821687 05 12/01/01 0 0017821687 O 11/01/31 0 6654612 405/405 F 435,000.00 ZZ 360 434,634.55 1 6.875 2,857.64 78 6.500 2,857.64 PHOENIX MD 21131 2 10/25/01 00 0017823550 05 12/01/01 0 0017823550 O 11/01/31 0 6654614 405/405 F 342,000.00 ZZ 360 341,712.68 1 6.875 2,246.70 58 6.500 2,246.70 NORTHRIDGE CA 91326 2 10/19/01 00 0017825530 05 12/01/01 0 0017825530 O 11/01/31 0 6654616 405/405 F 316,500.00 ZZ 360 316,234.10 1 6.875 2,079.18 70 6.500 2,079.18 PASADENA CA 91106 2 10/23/01 00 0017826256 05 12/01/01 0 0017826256 O 11/01/31 0 6654618 405/405 F 650,000.00 ZZ 360 649,453.92 1 6.875 4,270.04 64 6.500 4,270.04 1 BERKELEY CA 94705 5 10/24/01 00 0017830209 05 12/01/01 0 0017830209 O 11/01/31 0 6654624 405/405 F 425,000.00 ZZ 360 424,660.13 1 7.125 2,863.31 71 6.625 2,863.31 LOS ANGELES CA 91604 5 10/18/01 00 0017836800 05 12/01/01 0 0017836800 O 11/01/31 0 6654626 405/405 F 365,000.00 ZZ 360 364,685.74 1 6.750 2,367.39 80 6.500 2,367.39 SANTA ROSA CA 95409 2 10/23/01 00 0017836834 05 12/01/01 0 0017836834 O 11/01/31 0 6654628 405/405 F 318,000.00 ZZ 360 317,726.20 1 6.750 2,062.55 59 6.500 2,062.55 PLEASANTON CA 94566 5 10/23/01 00 0017837543 05 12/01/01 0 0017837543 O 11/01/31 0 6654630 405/405 F 431,500.00 ZZ 360 431,137.49 1 6.875 2,834.65 80 6.500 2,834.65 FOX RIVER GROVE IL 60021 2 10/26/01 00 0017841339 05 12/01/01 0 0017841339 O 11/01/31 0 6654632 405/405 F 375,000.00 ZZ 360 374,684.95 1 6.875 2,463.49 78 6.500 2,463.49 CLARKSVILLE MD 21029 5 10/25/01 00 0017844176 03 12/01/01 0 0017844176 O 11/01/31 0 1 6654636 405/405 F 351,000.00 ZZ 360 350,705.12 1 6.875 2,305.82 72 6.500 2,305.82 HERNDON VA 20170 5 10/26/01 00 0017845363 05 12/01/01 0 0017845363 O 11/01/31 0 6654638 405/405 F 380,000.00 ZZ 360 379,672.82 1 6.750 2,464.68 47 6.500 2,464.68 PHOENIX MD 21131 2 10/25/01 00 0017845546 05 12/01/01 0 0017845546 O 11/01/31 0 6654640 405/405 F 395,000.00 ZZ 360 394,668.15 1 6.875 2,594.87 14 6.500 2,594.87 SARATOGA CA 95070 2 10/17/01 00 0017853300 05 12/01/01 0 0017853300 O 11/01/31 0 6654642 405/405 F 306,000.00 ZZ 360 305,736.53 1 6.750 1,984.72 72 6.500 1,984.72 ANNANDALE VA 22003 2 10/26/01 00 0017853821 05 12/01/01 0 0017853821 O 11/01/31 0 6654646 405/405 F 399,200.00 ZZ 360 398,847.79 1 6.625 2,556.13 80 6.375 2,556.13 SAUSALITO CA 94965 1 10/24/01 00 0017856493 05 12/01/01 0 0017856493 O 11/01/31 0 6654648 405/405 F 350,000.00 ZZ 360 349,698.65 1 1 6.750 2,270.10 78 6.500 2,270.10 WAKE FOREST NC 27587 5 10/26/01 00 0017856675 05 12/01/01 0 0017856675 O 11/01/31 0 6654650 405/405 F 623,000.00 ZZ 360 622,476.60 1 6.875 4,092.67 80 6.500 4,092.67 GREENBRAE CA 94904 2 10/23/01 00 0017858135 05 12/01/01 0 0017858135 O 11/01/31 0 6654652 405/405 F 543,000.00 ZZ 360 542,543.81 1 6.875 3,567.13 78 6.500 3,567.13 IRVINE CA 92602 2 10/23/01 00 0017859786 05 12/01/01 0 0017859786 O 11/01/31 0 6654654 405/405 F 410,000.00 ZZ 360 409,655.55 1 6.875 2,693.41 69 6.500 2,693.41 LOS ANGELES CA 90046 2 10/26/01 00 0017862269 05 12/01/01 0 0017862269 O 11/01/31 0 6654656 405/405 F 362,000.00 ZZ 360 361,703.27 1 7.000 2,408.40 76 6.500 2,408.40 COPPELL TX 75019 2 10/26/01 00 0017884685 03 12/01/01 0 0017884685 O 11/01/31 0 6654658 405/405 F 400,000.00 ZZ 360 399,655.60 1 6.750 2,594.40 62 6.500 2,594.40 ORINDA CA 94563 1 10/25/01 00 0017915778 05 12/01/01 0 1 0017915778 O 11/01/31 0 6654660 405/405 F 426,000.00 ZZ 360 425,624.15 1 6.625 2,727.73 75 6.375 2,727.73 ATLANTA GA 30319 1 10/31/01 00 0017921206 05 12/01/01 0 0017921206 O 11/01/31 0 6654662 405/405 F 640,000.00 ZZ 360 639,421.43 1 6.500 4,045.24 80 6.250 4,045.24 PALOS VERDES CA 90274 2 10/23/01 00 0019945328 05 12/01/01 0 0019945328 O 11/01/31 0 6654664 405/405 F 450,000.00 ZZ 360 449,631.13 1 7.000 2,993.87 77 6.500 2,993.87 MISSION VIEJO CA 92692 2 10/24/01 00 0019955129 03 12/01/01 0 0019955129 O 11/01/31 0 6654668 405/405 F 537,500.00 ZZ 360 537,037.22 1 6.750 3,486.22 69 6.500 3,486.22 SAN MATEO CA 94402 2 10/26/01 00 0019960004 05 12/01/01 0 0019960004 O 11/01/31 0 6654670 405/405 F 344,000.00 ZZ 360 343,710.99 1 6.875 2,259.84 80 6.500 2,259.84 WOODLAND HILLS CA 91367 1 10/25/01 00 0019964030 05 12/01/01 0 0019964030 O 11/01/31 0 1 6654674 405/405 F 355,400.00 ZZ 360 355,100.94 1 6.875 2,334.73 80 6.375 2,334.73 ELKRIDGE MD 21075 1 10/12/01 00 0012455549 03 12/01/01 0 0012455549 O 11/01/31 0 6654676 405/405 F 385,000.00 ZZ 360 384,397.51 1 7.250 2,626.38 41 6.750 2,626.38 PLEASANTON CA 94566 5 09/27/01 00 0012456232 05 11/01/01 0 0012456232 O 10/01/31 0 6654684 405/405 F 332,000.00 ZZ 360 331,714.15 1 6.750 2,153.35 64 6.250 2,153.35 NEWPORT BEACH CA 92660 5 10/16/01 00 0012562591 03 12/01/01 0 0012562591 O 11/01/31 0 6654686 405/405 F 440,000.00 ZZ 360 439,611.80 1 6.625 2,817.37 80 6.250 2,817.37 HOUSTON TX 77024 1 10/25/01 00 0012578324 03 12/01/01 0 0012578324 O 11/01/31 0 6654702 405/405 F 417,050.00 ZZ 360 416,699.63 1 6.875 2,739.72 80 6.375 2,739.72 DRIFTWOOD TX 78619 2 11/08/01 00 0017794751 05 12/01/01 0 0017794751 O 11/01/31 0 6654704 405/405 F 648,000.00 ZZ 360 647,468.84 1 7.000 4,311.16 53 6.500 4,311.16 1 OAKLAND CA 94610 5 10/30/01 00 0017825373 05 12/01/01 0 0017825373 O 11/01/31 0 6654714 405/405 F 414,000.00 ZZ 360 413,652.19 1 6.875 2,719.69 65 6.375 2,719.69 SCOTTSDALE AZ 85262 2 10/31/01 00 0017847443 03 12/01/01 0 0017847443 O 11/01/31 0 6654722 405/405 F 415,000.00 ZZ 360 414,642.69 1 6.750 2,691.69 62 6.250 2,691.69 TORRANCE CA 90277 5 10/30/01 00 0017861576 05 12/01/01 0 0017861576 O 11/01/31 0 6654742 405/405 F 313,000.00 ZZ 360 312,730.51 1 6.750 2,030.12 53 6.250 2,030.12 LIVERMORE CA 94550 5 10/25/01 00 0017909045 05 12/01/01 0 0017909045 O 11/01/31 0 6654756 405/405 F 377,000.00 ZZ 360 377,000.00 1 7.000 2,508.19 65 6.500 2,508.19 SAN CARLOS CA 94070 5 11/02/01 00 0019952662 05 01/01/02 0 0019952662 O 12/01/31 0 6655434 M45/G01 F 500,000.00 ZZ 360 500,000.00 1 6.875 3,284.65 70 6.625 3,284.65 LIVERMORE CA 94550 5 11/07/01 00 0433392982 05 01/01/02 0 A0300472 O 12/01/31 0 1 6661036 E22/G01 F 258,000.00 ZZ 360 258,000.00 1 6.500 1,630.74 51 6.250 1,630.74 READING MA 01867 2 11/16/01 00 0413007709 05 01/01/02 0 0413007709 O 12/01/31 0 6661040 E22/G01 F 388,000.00 ZZ 360 388,000.00 1 6.250 2,388.98 80 6.000 2,388.98 LOS GATOS CA 95033 1 11/14/01 00 0413029042 05 01/01/02 0 0413029042 O 12/01/31 0 6661054 E22/G01 F 374,000.00 ZZ 360 374,000.00 1 6.625 2,394.76 80 6.375 2,394.76 PAW PAW MI 49079 1 11/21/01 00 0413084146 05 01/01/02 0 0413084146 O 12/01/31 0 6661072 E22/G01 F 318,500.00 ZZ 360 318,500.00 1 6.750 2,065.78 70 6.500 2,065.78 CENTERVILLE OH 45459 2 11/16/01 00 0413145665 05 01/01/02 0 0413145665 O 12/01/31 0 6661114 E22/G01 F 360,000.00 ZZ 360 360,000.00 1 6.875 2,364.94 72 6.625 2,364.94 TROY MI 48084 2 11/16/01 00 0413195934 05 01/01/02 0 0413195934 O 12/01/31 0 6661146 E22/G01 F 345,300.00 ZZ 360 345,300.00 1 1 6.875 2,268.38 79 6.625 2,268.38 AUSTIN TX 78750 2 11/14/01 00 0413216664 03 01/01/02 0 0413216664 O 12/01/31 0 6661148 E22/G01 F 265,000.00 ZZ 360 265,000.00 1 6.875 1,740.86 33 6.625 1,740.86 APTOS CA 95003 2 11/12/01 00 0413219296 05 01/01/02 0 0413219296 O 12/01/31 0 6661232 E22/G01 F 324,000.00 ZZ 360 324,000.00 1 6.625 2,074.61 78 6.375 2,074.61 WOODLAND PARK CO 80863 2 11/13/01 00 0413265513 05 01/01/02 0 0413265513 O 12/01/31 0 6661240 E22/G01 F 146,000.00 ZZ 360 146,000.00 1 6.625 934.85 57 6.375 934.85 ELK GROVE CA 95624 2 11/13/01 00 0413269689 05 01/01/02 0 0413269689 O 12/01/31 0 6661250 E22/G01 F 392,645.00 ZZ 360 392,645.00 1 6.625 2,514.15 72 6.375 2,514.15 SUWANEE GA 30024 2 11/12/01 00 0413273517 03 01/01/02 0 0413273517 O 12/01/31 0 6661264 E22/G01 F 321,000.00 ZZ 360 321,000.00 1 6.500 2,028.94 46 6.250 2,028.94 CLAYTON CA 94517 2 11/13/01 00 0413281585 05 01/01/02 0 1 0413281585 O 12/01/31 0 6661270 E22/G01 F 330,000.00 ZZ 360 330,000.00 1 6.875 2,167.87 69 6.625 2,167.87 PARK RIDGE IL 60068 5 11/19/01 00 0413283292 05 01/01/02 0 0413283292 O 12/01/31 0 6661320 E22/G01 F 375,000.00 ZZ 360 375,000.00 1 6.750 2,432.24 78 6.500 2,432.24 WINDER GA 30680 2 11/16/01 00 0413311978 05 01/01/02 0 0413311978 O 12/01/31 0 6661942 M45/G01 F 500,000.00 ZZ 360 500,000.00 1 6.875 3,284.65 55 6.625 3,284.65 DANVILLE CA 94506 5 11/12/01 00 0433386687 03 01/01/02 0 A0291638 O 12/01/31 0 6662066 M45/G01 F 400,000.00 ZZ 360 400,000.00 1 6.500 2,528.28 60 6.250 2,528.28 FORT LEE NJ 07024 2 11/09/01 00 0433393246 05 01/01/02 0 A0302814 O 12/01/31 0 6662352 M45/G01 F 332,000.00 T 360 332,000.00 1 6.500 2,098.47 80 6.250 2,098.47 OXFORD FL 34484 1 11/08/01 00 0433393782 05 01/01/02 0 A0296707 O 12/01/31 0 1 6662654 M45/G01 F 391,000.00 ZZ 360 391,000.00 1 6.625 2,503.62 68 6.375 2,503.62 CASTRO VALLEY CA 94552 5 11/06/01 00 0433426822 03 01/01/02 0 A0305378 O 12/01/31 0 6662726 J83/G01 F 337,400.00 ZZ 360 337,123.43 1 7.000 2,244.74 78 6.750 2,244.74 MESA AZ 85207 2 10/23/01 00 0433395969 03 12/01/01 0 311550 O 11/01/31 0 6663024 M45/G01 F 503,000.00 ZZ 360 503,000.00 1 6.875 3,304.36 68 6.625 3,304.36 THORNTON CO 80241 2 11/05/01 00 0433384757 03 01/01/02 0 A0303154 O 12/01/31 0 6663366 M45/G01 F 425,000.00 ZZ 360 425,000.00 1 6.875 2,791.95 61 6.625 2,791.95 HOPKINTON MA 01748 2 11/02/01 00 0433385093 05 01/01/02 0 A0300508 O 12/01/31 0 6666208 M45/G01 F 490,000.00 ZZ 360 490,000.00 1 6.875 3,218.96 66 6.625 3,218.96 HILTON HEAD ISL SC 29926 2 11/09/01 00 0433383346 05 01/01/02 0 A0304565 O 12/01/31 0 6671770 M45/G01 F 410,000.00 ZZ 360 410,000.00 1 6.375 2,557.87 70 6.125 2,557.87 1 FOSTER CITY CA 94404 5 11/12/01 00 0433426871 05 01/01/02 0 A0297648 O 12/01/31 0 6672044 M45/G01 F 535,000.00 ZZ 360 535,000.00 1 6.875 3,514.57 69 6.625 3,514.57 PLEASANTON CA 94566 5 11/06/01 00 0433394558 05 01/01/02 0 A0304830 O 12/01/31 0 6674036 M45/G01 F 480,000.00 ZZ 360 480,000.00 1 6.750 3,113.28 55 6.500 3,113.28 ORINDA CA 94563 5 11/01/01 00 0433388089 05 01/01/02 0 A0303001 O 12/01/31 0 6675582 026/G01 F 462,000.00 ZZ 360 462,000.00 1 7.000 3,073.70 66 6.750 3,073.70 WASHINGTON NC 27889 2 11/09/01 00 0433399854 05 01/01/02 0 0500257 O 12/01/31 0 6677076 L33/G01 F 340,000.00 ZZ 360 340,000.00 1 6.625 2,177.06 80 6.375 2,177.06 LAFAYETTE CO 80026 1 11/30/01 00 0433421526 05 01/01/02 0 00930217 O 12/01/31 0 6677120 696/G01 F 477,400.00 ZZ 360 477,400.00 1 6.625 3,056.84 80 6.375 3,056.84 GAITHERSBURG MD 20878 1 11/21/01 00 0433429255 03 01/01/02 0 24401150 O 12/01/31 0 1 6677124 696/G01 F 365,200.00 ZZ 360 365,200.00 1 6.625 2,338.42 80 6.375 2,338.42 SOUTH RIDING VA 20152 1 11/16/01 00 0433405792 03 01/01/02 0 23301318 O 12/01/31 0 6677130 696/G01 F 302,000.00 ZZ 360 302,000.00 1 6.750 1,958.77 78 6.500 1,958.77 ROCKVILLE MD 20850 2 11/16/01 00 0433413754 09 01/01/02 0 32701285 O 12/01/31 0 6677132 696/G01 F 362,000.00 ZZ 360 362,000.00 1 6.875 2,378.08 79 6.625 2,378.08 CENTREVILLE VA 20120 2 11/16/01 00 0433405883 03 01/01/02 0 22301184 O 12/01/31 0 6677138 696/G01 F 354,000.00 ZZ 360 354,000.00 1 6.625 2,266.70 65 6.375 2,266.70 ROCKVILLE MD 20853 2 11/21/01 00 0433405701 05 01/01/02 0 30301213 O 12/01/31 0 6683444 E22/G01 F 350,000.00 ZZ 360 350,000.00 1 7.125 2,358.01 69 6.875 2,358.01 ANNAPOLIS MD 21401 2 11/19/01 00 0413141102 05 01/01/02 0 0413141102 O 12/01/31 0 6683470 E22/G01 F 328,000.00 ZZ 360 328,000.00 1 1 6.500 2,073.18 79 6.250 2,073.18 PINEBROOK NJ 07058 2 11/20/01 00 0413178807 05 01/01/02 0 0413178807 O 12/01/31 0 6683488 E22/G01 F 462,000.00 ZZ 360 462,000.00 1 6.875 3,035.01 70 6.625 3,035.01 WASHINGTON MI 48095 2 11/20/00 00 0413211160 05 01/01/02 0 0413211160 O 12/01/31 0 6683496 E22/G01 F 320,400.00 ZZ 360 320,400.00 1 6.500 2,025.15 25 6.250 2,025.15 SARATOGA CA 95070 5 11/13/01 00 0413217548 05 01/01/02 0 0413217548 O 12/01/31 0 6683516 E22/G01 F 620,000.00 ZZ 360 620,000.00 1 6.625 3,969.93 66 6.375 3,969.93 CALABASAS CA 91302 5 11/15/01 00 0413230632 03 01/01/02 0 0413230632 O 12/01/31 0 6683534 E22/G01 F 479,400.00 ZZ 360 479,400.00 1 6.875 3,149.32 80 6.625 3,149.32 HOOVER AL 35244 2 11/20/01 00 0413234576 05 01/01/02 0 0413234576 O 12/01/31 0 6683562 E22/G01 F 302,800.00 ZZ 360 302,800.00 1 6.875 1,989.18 60 6.625 1,989.18 KENILWORTH IL 60043 2 11/20/01 00 0413252404 05 01/01/02 0 1 0413252404 O 12/01/31 0 6683594 E22/G01 F 370,000.00 ZZ 360 370,000.00 1 6.500 2,338.65 44 6.250 2,338.65 MIAMI BEACH FL 33140 2 11/20/01 00 0413267329 05 01/01/02 0 0413267329 O 12/01/31 0 6683606 E22/G01 F 290,000.00 ZZ 360 290,000.00 1 6.750 1,880.93 48 6.500 1,880.93 SAN JOSE CA 95124 5 11/15/01 00 0413269143 05 01/01/02 0 0413269143 O 12/01/31 0 6684424 E33/G01 F 333,000.00 ZZ 360 333,000.00 1 6.625 2,132.24 67 6.375 2,132.24 HIGHWOOD IL 60040 2 11/09/01 00 0433392735 05 01/01/02 0 9999999999 O 12/01/31 0 6684584 M45/G01 F 333,000.00 ZZ 360 333,000.00 1 6.375 2,077.49 90 6.125 2,077.49 SEATTLE WA 98115 1 11/12/01 04 0433386398 05 01/01/02 25 A0294866 O 12/01/31 0 6684802 M45/G01 F 525,000.00 ZZ 360 525,000.00 1 6.750 3,405.15 70 6.500 3,405.15 COVINA CA 91724 5 11/05/01 00 0433423688 05 01/01/02 0 A0300864 O 12/01/31 0 1 6685096 M45/G01 F 404,100.00 ZZ 360 403,752.07 1 6.750 2,620.99 90 6.500 2,620.99 CARLSBAD CA 92009 1 11/01/01 04 0433388204 03 12/01/01 25 A0304333 O 11/01/31 0 6685442 964/G01 F 295,000.00 ZZ 360 295,000.00 1 6.875 1,937.94 78 6.625 1,937.94 ARROYO GRANDE CA 93420 2 11/02/01 00 0433391430 05 01/01/02 0 154863 O 12/01/31 0 6686308 822/G01 F 400,000.00 ZZ 360 400,000.00 1 6.375 2,495.48 67 6.125 2,495.48 RANDOLPH NJ 07869 1 11/09/01 00 0433404548 05 01/01/02 0 3806038732 O 12/01/31 0 6688582 F19/G01 F 360,000.00 ZZ 360 360,000.00 1 6.750 2,334.95 58 6.500 2,334.95 SANTA CRUZ CA 95062 5 11/05/01 00 0433396900 05 01/01/02 0 740754 O 12/01/31 0 6691590 K89/G01 F 380,000.00 ZZ 360 380,000.00 1 6.750 2,464.68 38 6.500 2,464.68 MIAMI BEACH FL 33140 2 11/21/01 00 0433418209 05 01/01/02 0 200110185 O 12/01/31 0 6691876 D11/G01 F 379,950.00 ZZ 360 379,950.00 1 6.875 2,496.00 95 6.625 2,496.00 1 CARLSBAD CA 92009 1 10/16/01 10 0433396264 03 01/01/02 30 1082007075 O 12/01/31 0 6697702 550/550 F 370,000.00 ZZ 360 370,000.00 1 6.800 2,412.13 68 6.550 2,412.13 CALABASAS CA 91302 2 11/19/01 00 120553065 05 01/01/02 0 120553065 O 12/01/31 0 6707278 E22/G01 F 340,600.00 ZZ 360 340,600.00 1 6.625 2,180.90 65 6.375 2,180.90 GAMBRILLS MD 21054 2 11/21/01 00 0413232182 05 01/01/02 0 0413232182 O 12/01/31 0 6707314 E22/G01 F 649,950.00 ZZ 360 649,950.00 1 6.750 4,215.56 67 6.500 4,215.56 POTOMAC MD 20850 2 11/21/01 00 0413249731 05 01/01/02 0 0413249731 O 12/01/31 0 6707316 E22/G01 F 288,000.00 ZZ 360 288,000.00 1 6.500 1,820.36 63 6.250 1,820.36 POTOMAC MD 20854 2 11/21/01 00 0413250341 05 01/01/02 0 0413250341 O 12/01/31 0 6707324 E22/G01 F 389,360.00 ZZ 360 389,360.00 1 6.875 2,557.82 80 6.625 2,557.82 MANAHAWKIN NJ 08050 1 11/27/01 00 0413251745 05 01/01/02 0 0413251745 O 12/01/31 0 1 6707370 E22/G01 F 380,000.00 ZZ 360 380,000.00 1 6.500 2,401.86 52 6.250 2,401.86 KIRKLAND WA 98033 2 11/14/01 00 0413271628 05 01/01/02 0 0413271628 O 12/01/31 0 6707438 E22/G01 F 168,000.00 ZZ 360 168,000.00 1 6.500 1,061.87 70 6.250 1,061.87 COLORADO SPRING CO 80918 2 11/21/01 00 0413310798 05 01/01/02 0 0413310798 O 12/01/31 0 6708562 696/G01 F 310,000.00 ZZ 360 310,000.00 1 6.875 2,036.48 73 6.625 2,036.48 CHEVY CHASE MD 20815 1 11/19/01 00 0433435971 05 01/01/02 0 31201517 O 12/01/31 0 6708564 696/G01 F 408,000.00 ZZ 360 408,000.00 1 6.875 2,680.27 80 6.625 2,680.27 BETHESDA MD 20817 1 11/21/01 00 0433436078 05 01/01/02 0 32901351 O 12/01/31 0 6708566 696/G01 F 378,500.00 ZZ 240 378,500.00 1 6.875 2,906.17 66 6.625 2,906.17 GAITHERSBURG MD 20878 2 11/19/01 00 0433436102 03 01/01/02 0 30401150 O 12/01/21 0 6708574 696/G01 F 371,000.00 ZZ 360 371,000.00 1 1 6.875 2,437.21 67 6.625 2,437.21 ARLINGTON VA 22209 2 11/15/01 00 0433436045 09 01/01/02 0 24401165 O 12/01/31 0 6709698 B65/G01 F 306,000.00 ZZ 360 306,000.00 1 6.625 1,959.35 42 6.375 1,959.35 DELAWARE OH 43015 2 11/26/01 00 0433417961 05 01/01/02 0 SR01118707 O 12/01/31 0 6716058 994/994 F 349,600.00 ZZ 360 349,600.00 1 6.875 2,296.62 80 6.625 2,296.62 BLOOMFIELD TOWN MI 48301 2 11/02/01 00 218990327 05 01/01/02 0 218990327 O 12/01/31 0 6720640 696/G01 F 608,000.00 ZZ 360 608,000.00 1 7.250 4,147.63 80 7.000 4,147.63 CHEVY CHASE MD 20815 1 11/28/01 00 0433435989 05 01/01/02 0 31201597 O 12/01/31 0 6720644 696/G01 F 327,000.00 ZZ 360 327,000.00 1 6.875 2,148.16 73 6.625 2,148.16 ALEXANDRIA VA 22301 2 11/20/01 00 0433436086 05 01/01/02 0 25301140 O 12/01/31 0 6720656 696/G01 F 444,000.00 ZZ 360 444,000.00 1 6.500 2,806.38 80 6.250 2,806.38 FAIRFAX VA 22033 2 11/15/01 00 0433436110 03 01/01/02 0 1 21301172 O 12/01/31 0 6720658 696/G01 F 362,200.00 ZZ 360 362,200.00 1 6.875 2,379.40 74 6.625 2,379.40 ALEXANDRIA VA 22306 2 11/20/01 00 0433436094 03 01/01/02 0 21701322 O 12/01/31 0 6721166 R84/G01 F 527,900.00 ZZ 360 527,900.00 1 6.875 3,467.93 75 6.625 3,467.93 HOUSTON TX 77025 2 11/19/01 00 0433398906 05 01/01/02 0 0505191 O 12/01/31 0 6730594 227/G01 F 489,065.00 ZZ 360 489,065.00 1 7.000 3,253.77 79 6.750 3,253.77 CARMEL IN 46032 2 11/07/01 00 0433396538 03 01/01/02 0 1972096 O 12/01/31 0 6731182 E82/G01 F 254,200.00 ZZ 360 254,200.00 1 6.750 1,648.74 74 6.500 1,648.74 BULVERDE TX 78163 2 11/26/01 00 0400523304 05 01/01/02 0 1923806 O 12/01/31 0 6731264 E82/G01 F 422,450.00 ZZ 360 422,450.00 1 6.875 2,775.20 72 6.625 2,775.20 FALLS CHURCH VA 22046 2 11/26/01 00 0400521332 05 01/01/02 0 3117492 O 12/01/31 0 1 6731298 E82/G01 F 378,300.00 ZZ 360 378,300.00 1 6.875 2,485.16 53 6.625 2,485.16 REDMOND WA 98053 2 11/26/01 00 0400518593 03 01/01/02 0 0400518593 O 12/01/31 0 6732574 E22/G01 F 345,000.00 ZZ 360 345,000.00 1 6.625 2,209.07 51 6.375 2,209.07 ALBUQUERQUE NM 87111 2 11/20/01 00 0413186297 05 01/01/02 0 0413186297 O 12/01/31 0 6732594 E22/G01 F 721,500.00 ZZ 360 721,500.00 1 7.000 4,800.16 71 6.750 4,800.16 BOSTON MA 02118 2 11/23/01 00 0413211251 01 01/01/02 0 0413211251 O 12/01/31 0 6732598 E22/G01 F 375,000.00 ZZ 360 375,000.00 1 6.750 2,432.24 63 6.500 2,432.24 MORGAN HILL CA 95037 5 11/16/01 00 0413212192 05 01/01/02 0 0413212192 O 12/01/31 0 6732716 E22/G01 F 440,000.00 ZZ 360 440,000.00 1 6.750 2,853.83 22 6.500 2,853.83 LAKE FOREST IL 60045 2 11/23/01 00 0413322769 05 01/01/02 0 0413322769 O 12/01/31 0 6741330 696/G01 F 439,000.00 ZZ 360 439,000.00 1 6.875 2,883.92 76 6.625 2,883.92 1 WASHINGTON DC 20016 2 11/26/01 00 0433435948 05 01/01/02 0 32601305 O 12/01/31 0 6741332 696/G01 F 434,000.00 ZZ 360 434,000.00 1 6.875 2,851.07 80 6.625 2,851.07 CHEVY CHASE MD 20815 2 11/21/01 00 0433436052 05 01/01/02 0 32701255 O 12/01/31 0 6750748 F19/G01 F 325,000.00 ZZ 360 325,000.00 1 6.750 2,107.94 51 6.500 2,107.94 SANTA CRUZ CA 95060 5 11/19/01 00 0433429339 05 01/01/02 0 741523 O 12/01/31 0 6752130 E22/G01 F 330,000.00 ZZ 360 330,000.00 1 7.000 2,195.50 75 6.750 2,195.50 EAST PALO ALTO CA 94303 5 11/14/01 00 0413262627 05 01/01/02 0 0413262627 O 12/01/31 0 6752148 E22/G01 F 325,000.00 ZZ 360 325,000.00 1 6.625 2,081.01 70 6.375 2,081.01 SHELTON CT 06484 1 11/29/01 00 0413275777 05 01/01/02 0 0413275777 O 12/01/31 0 6756688 944/G01 F 325,000.00 ZZ 360 325,000.00 1 6.500 2,054.23 35 6.250 2,054.23 LOS GATOS CA 95030 5 11/05/01 00 0433407749 05 01/01/02 0 R00091564 O 12/01/31 0 1 6762586 696/G01 F 415,000.00 ZZ 360 415,000.00 1 6.875 2,726.25 66 6.625 2,726.25 ROCKVILLE MD 20850 1 11/13/01 00 0433425824 03 01/01/02 0 32701058 O 12/01/31 0 6762588 696/G01 F 347,500.00 ZZ 360 347,500.00 1 6.875 2,282.83 78 6.625 2,282.83 LEESBURG VA 20175 1 11/16/01 00 0433430964 03 01/01/02 0 24001189 O 12/01/31 0 6770048 E22/G01 F 649,250.00 ZZ 360 649,250.00 1 7.250 4,429.03 75 7.000 4,429.03 CINCINNATI OH 45208 1 11/30/01 00 0412483505 05 01/01/02 0 0412483505 O 12/01/31 0 6770068 E22/G01 F 287,000.00 ZZ 360 287,000.00 1 6.875 1,885.39 89 6.625 1,885.39 CAVE CREEK AZ 85331 2 11/12/01 04 0413080342 03 01/01/02 25 0413080342 O 12/01/31 0 6770116 E22/G01 F 336,000.00 ZZ 240 336,000.00 1 6.875 2,579.85 64 6.625 2,579.85 PARKLAND FL 33076 2 11/26/01 00 0413158072 03 01/01/02 0 0413158072 O 12/01/21 0 6770162 E22/G01 F 250,000.00 ZZ 360 250,000.00 1 1 6.625 1,600.78 69 6.375 1,600.78 DENVER CO 80211 2 11/26/01 00 0413207002 05 01/01/02 0 0413207002 O 12/01/31 0 6770252 E22/G01 F 367,500.00 ZZ 360 367,500.00 1 6.750 2,383.60 89 6.500 2,383.60 ROANOKE VA 24018 2 11/26/01 04 0413262692 05 01/01/02 25 0413262692 O 12/01/31 0 6770302 E22/G01 F 300,000.00 ZZ 360 300,000.00 1 7.000 1,995.91 57 6.750 1,995.91 PLEASANTON CA 94566 5 11/20/01 00 0413278102 05 01/01/02 0 0413278102 O 12/01/31 0 6770400 E22/G01 F 333,750.00 ZZ 360 333,750.00 1 6.625 2,137.04 75 6.375 2,137.04 BIRMINGHAM AL 35244 2 11/26/01 00 0413315763 05 01/01/02 0 0413315763 O 12/01/31 0 6770472 E22/G01 F 36,000.00 ZZ 240 36,000.00 1 6.500 268.41 25 6.250 268.41 HIALEAH FL 33013 2 11/26/01 00 0413341934 05 01/01/02 0 0413341934 O 12/01/21 0 6775434 E33/G01 F 306,300.00 ZZ 360 306,300.00 1 6.875 2,012.17 57 6.625 2,012.17 LAKE BLUFF IL 60044 2 11/26/01 00 0433428836 05 01/01/02 0 1 2020401 O 12/01/31 0 6779066 W08/G01 F 368,000.00 ZZ 360 368,000.00 1 6.695 2,373.40 80 6.445 2,373.40 CORAL GABLES FL 33146 1 11/29/01 00 0433435864 05 01/01/02 0 010328M O 12/01/31 0 6782246 738/G01 F 480,000.00 ZZ 360 480,000.00 1 6.625 3,073.50 79 6.375 3,073.50 MEMPHIS TN 38120 1 11/21/01 00 0433412210 05 01/01/02 0 40187071 O 12/01/31 0 6785134 994/994 F 306,000.00 ZZ 360 306,000.00 1 6.875 2,010.20 73 6.625 2,010.20 KANSAS CITY MO 64116 2 11/14/01 00 219057373 05 01/01/02 0 219057373 O 12/01/31 0 6793290 E22/G01 F 600,000.00 ZZ 360 600,000.00 1 6.500 3,792.41 36 6.250 3,792.41 PRIDES CROSSING MA 01965 2 11/27/01 00 0413200684 05 01/01/02 0 0413200684 O 12/01/31 0 6793328 E22/G01 F 424,000.00 ZZ 360 424,000.00 1 6.375 2,645.21 79 6.125 2,645.21 SUPERIOR CO 80027 2 11/28/01 00 0413245713 03 01/01/02 0 0413245713 O 12/01/31 0 1 6793368 E22/G01 F 354,500.00 ZZ 360 354,500.00 1 6.625 2,269.90 65 6.375 2,269.90 RIO RANCHO NM 87124 2 11/27/01 00 0413267634 05 01/01/02 0 0413267634 O 12/01/31 0 6793394 E22/G01 F 365,000.00 ZZ 360 365,000.00 1 6.375 2,277.13 50 6.125 2,277.13 OMAHA NE 68130 2 11/28/01 00 0413271289 05 01/01/02 0 0413271289 O 12/01/31 0 6793402 E22/G01 F 354,500.00 ZZ 360 354,500.00 1 6.875 2,328.81 48 6.625 2,328.81 COLORADO SPRING CO 80919 5 11/28/01 00 0413272683 03 01/01/02 0 0413272683 O 12/01/31 0 6793414 E22/G01 F 748,000.00 ZZ 360 748,000.00 1 6.625 4,789.53 65 6.375 4,789.53 SEATTLE WA 98199 2 11/28/01 00 0413275611 01 01/01/02 0 0413275454 O 12/01/31 0 6793464 E22/G01 F 350,000.00 ZZ 360 350,000.00 1 7.250 2,387.62 31 7.000 2,387.62 SOLANA BEACH CA 92075 5 11/21/01 00 0413295684 05 01/01/02 0 0413295684 O 12/01/31 0 6793510 E22/G01 F 580,000.00 ZZ 360 580,000.00 1 7.125 3,907.57 80 6.875 3,907.57 1 LAKE WYLIE SC 29710 2 11/28/01 00 0413327990 05 01/01/02 0 0413327990 O 12/01/31 0 6794342 964/G01 F 345,000.00 ZZ 360 345,000.00 1 6.875 2,266.41 37 6.625 2,266.41 PARK CITY UT 84098 2 11/09/01 00 0433425600 05 01/01/02 0 164184 O 12/01/31 0 6795528 N28/G01 F 432,900.00 ZZ 360 432,900.00 1 7.000 2,880.09 66 6.750 2,880.09 PORTLAND OR 97212 2 11/02/01 00 0433416914 05 01/01/02 0 MCAL25937 O 12/01/31 0 6805830 696/G01 F 504,800.00 ZZ 360 504,800.00 1 6.875 3,316.18 80 6.625 3,316.18 BURKE VA 22015 2 11/26/01 00 0433429578 03 01/01/02 0 25201121 O 12/01/31 0 6813278 E22/G01 F 431,000.00 ZZ 360 431,000.00 1 6.750 2,795.46 46 6.500 2,795.46 BELLAIRE TX 77401 2 11/28/01 00 0413276304 05 01/01/02 0 0413276304 O 12/01/31 0 6813284 E22/G01 F 399,000.00 ZZ 360 399,000.00 1 6.875 2,621.15 67 6.625 2,621.15 MENLO PARK CA 94025 5 11/21/01 00 0413281627 05 01/01/02 0 0413281627 O 12/01/31 0 1 6821112 822/G01 F 326,500.00 ZZ 360 326,500.00 1 6.875 2,144.88 63 6.625 2,144.88 FREEHOLD NJ 07728 2 11/05/01 00 0433424017 05 01/01/02 0 3606026277 O 12/01/31 0 6821548 E33/G01 F 373,000.00 ZZ 360 373,000.00 1 6.875 2,450.34 75 6.625 2,450.34 LAKE BLUFF IL 60044 2 11/26/01 00 0433413937 05 01/01/02 0 GROSSMAN O 12/01/31 0 6833014 964/G01 F 301,000.00 ZZ 360 301,000.00 1 6.875 1,977.36 55 6.625 1,977.36 MESA AZ 85205 2 11/16/01 00 0433413283 05 01/01/02 0 154202 O 12/01/31 0 6836418 E22/G01 F 674,300.00 ZZ 360 674,300.00 1 6.625 4,317.62 57 6.375 4,317.62 EVERGREEN CO 80439 5 11/30/01 00 0413283490 03 01/01/02 0 0413283490 O 12/01/31 0 6836506 E22/G01 F 349,500.00 ZZ 360 349,500.00 1 6.625 2,237.89 55 6.375 2,237.89 WASHINGTON DC 20011 5 11/30/01 00 0413328733 05 01/01/02 0 0413328733 O 12/01/31 0 1 TOTAL NUMBER OF LOANS : 1,402 TOTAL ORIGINAL BALANCE : 571,732,243.00 TOTAL PRINCIPAL BALANCE : 571,218,119.56 TOTAL ORIGINAL P+I : 3,773,770.59 TOTAL CURRENT P+I : 3,773,770.59 *************************** * END OF REPORT * *************************** EXHIBIT TWO SCHEDULE OF DISCOUNT FRACTIONS (Available Upon Request) Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance 6426432 "$327,923.23 " 0.0572 0.12 "$39,350.79 " 6502342 "$546,400.00 " 0.05845 0.100769231 "$55,060.31 " 6661040 "$388,000.00 " 0.0597 0.081538462 "$31,636.92 " 6385156 "$385,000.00 " 0.0597 0.081538462 "$31,392.31 " 6354310 "$454,068.75 " 0.0597 0.081538462 "$37,024.07 " 6497424 "$322,600.00 " 0.0597 0.081538462 "$26,304.31 " 6150952 "$374,212.14 " 0.0597 0.081538462 "$30,512.68 " 6684584 "$333,000.00 " 0.06095 0.062307692 "$20,748.46 " 6793328 "$424,000.00 " 0.06095 0.062307692 "$26,418.46 " 6067358 "$649,397.98 " 0.06095 0.062307692 "$40,462.49 " 6513970 "$460,000.00 " 0.06095 0.062307692 "$28,661.54 " 6513900 "$337,000.00 " 0.06095 0.062307692 "$20,997.69 " 6228042 "$300,000.00 " 0.06095 0.062307692 "$18,692.31 " 6686308 "$400,000.00 " 0.06095 0.062307692 "$24,923.08 " 6186182 "$331,600.00 " 0.06095 0.062307692 "$20,661.23 " 6561100 "$386,000.00 " 0.06095 0.062307692 "$24,050.77 " 6349750 "$525,000.00 " 0.06095 0.062307692 "$32,711.54 " 5858960 "$292,728.62 " 0.06095 0.062307692 "$18,239.24 " 6344556 "$330,000.00 " 0.06095 0.062307692 "$20,561.54 " 6671770 "$410,000.00 " 0.06095 0.062307692 "$25,546.15 " 5951120 "$325,048.66 " 0.06095 0.062307692 "$20,253.03 " 6426430 "$419,611.00 " 0.06095 0.062307692 "$26,144.99 " 6103424 "$370,000.00 " 0.06095 0.062307692 "$23,053.85 " 6421334 "$300,000.00 " 0.06095 0.062307692 "$18,692.31 " 6793394 "$365,000.00 " 0.06095 0.062307692 "$22,742.31 " 6188284 "$649,411.39 " 0.0622 0.043076923 "$27,974.64 " 6246790 "$399,900.00 " 0.0622 0.043076923 "$17,226.46 " 6565198 "$260,000.00 " 0.0622 0.043076923 "$11,200.00 " 5947578 "$388,252.70 " 0.0622 0.043076923 "$16,724.73 " 6264808 "$427,613.08 " 0.0622 0.043076923 "$18,420.26 " 6654662 "$639,421.43 " 0.0622 0.043076923 "$27,544.31 " 6276164 "$344,650.00 " 0.0622 0.043076923 "$14,846.46 " 6290916 "$324,269.59 " 0.0622 0.043076923 "$13,968.54 " 6565280 "$770,000.00 " 0.0622 0.043076923 "$33,169.23 " 6233234 "$364,670.03 " 0.0622 0.043076923 "$15,708.86 " 6604374 "$399,900.00 " 0.0622 0.043076923 "$17,226.46 " 6654722 "$414,642.69 " 0.0622 0.043076923 "$17,861.53 " 6654742 "$312,730.51 " 0.0622 0.043076923 "$13,471.47 " 6661036 "$258,000.00 " 0.0622 0.043076923 "$11,113.85 " 6565400 "$399,900.00 " 0.0622 0.043076923 "$17,226.46 " 6102332 "$322,000.00 " 0.0622 0.043076923 "$13,870.77 " 6579848 "$450,000.00 " 0.0622 0.043076923 "$19,384.62 " 6319784 "$224,796.60 " 0.0622 0.043076923 "$9,683.55 " 6654686 "$439,611.80 " 0.0622 0.043076923 "$18,937.12 " 6135144 "$380,000.00 " 0.0622 0.043076923 "$16,369.23 " 6522530 "$369,653.30 " 0.0622 0.043076923 "$15,923.53 " 6632758 "$352,000.00 " 0.0622 0.043076923 "$15,163.08 " 6628642 "$344,500.00 " 0.0622 0.043076923 "$14,840.00 " 6514212 "$376,000.00 " 0.0622 0.043076923 "$16,196.92 " 6514122 "$416,500.00 " 0.0622 0.043076923 "$17,941.54 " 6041298 "$609,448.56 " 0.0622 0.043076923 "$26,253.17 " 6145366 "$596,460.30 " 0.0622 0.043076923 "$25,693.67 " 6624088 "$495,200.00 " 0.0622 0.043076923 "$21,331.69 " 6039592 "$299,728.80 " 0.0622 0.043076923 "$12,911.39 " 6234062 "$310,800.00 " 0.0622 0.043076923 "$13,388.31 " 6298306 "$347,369.10 " 0.0622 0.043076923 "$14,963.59 " 6554440 "$343,689.02 " 0.0622 0.043076923 "$14,805.07 " 6661264 "$321,000.00 " 0.0622 0.043076923 "$13,827.69 " 6190720 "$562,000.00 " 0.0622 0.043076923 "$24,209.23 " 6620698 "$467,500.00 " 0.0622 0.043076923 "$20,138.46 " 6544666 "$475,307.00 " 0.0622 0.043076923 "$20,474.76 " 6217390 "$440,000.00 " 0.0622 0.043076923 "$18,953.85 " 5996352 "$649,412.39 " 0.0622 0.043076923 "$27,974.69 " 6217438 "$350,000.00 " 0.0622 0.043076923 "$15,076.92 " 5986074 "$194,823.72 " 0.0622 0.043076923 "$8,392.41 " 6125972 "$343,689.02 " 0.0622 0.043076923 "$14,805.07 " 6032474 "$387,649.24 " 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"$600,000.00 " 0.0647 0.004615385 "$2,769.23 " 6499880 "$528,800.00 " 0.0647 0.004615385 "$2,440.62 " 6500714 "$381,755.62 " 0.0647 0.004615385 "$1,761.95 " 6500724 "$298,315.97 " 0.0647 0.004615385 "$1,376.84 " 6500732 "$399,342.33 " 0.0647 0.004615385 "$1,843.12 " 6500734 "$288,267.45 " 0.0647 0.004615385 "$1,330.47 " 6500740 "$377,862.20 " 0.0647 0.004615385 "$1,743.98 " 6500742 "$384,565.63 " 0.0647 0.004615385 "$1,774.92 " 6500744 "$443,636.06 " 0.0647 0.004615385 "$2,047.55 " 6500746 "$388,360.42 " 0.0647 0.004615385 "$1,792.43 " 6500752 "$299,747.96 " 0.0647 0.004615385 "$1,383.45 " 6500754 "$649,440.36 " 0.0647 0.004615385 "$2,997.42 " 6500866 "$474,591.03 " 0.0647 0.004615385 "$2,190.42 " 6480462 "$459,000.00 " 0.0647 0.004615385 "$2,118.46 " 6501622 "$588,517.19 " 0.0647 0.004615385 "$2,716.23 " 6500862 "$453,228.18 " 0.0647 0.004615385 "$2,091.82 " 6501588 "$367,690.83 " 0.0647 0.004615385 "$1,697.03 " 6501592 "$351,704.28 " 0.0647 0.004615385 "$1,623.25 " 6501594 "$462,810.85 " 0.0647 0.004615385 "$2,136.05 " 6501598 "$571,769.40 " 0.0647 0.004615385 "$2,638.94 " 6501600 "$302,745.44 " 0.0647 0.004615385 "$1,397.29 " 6501604 "$465,598.78 " 0.0647 0.004615385 "$2,148.92 " 6501606 "$449,612.55 " 0.0647 0.004615385 "$2,075.13 " 6501610 "$515,755.56 " 0.0647 0.004615385 "$2,380.41 " 6501612 "$464,399.81 " 0.0647 0.004615385 "$2,143.38 " 6501614 "$331,714.15 " 0.0647 0.004615385 "$1,530.99 " 6501616 "$438,821.85 " 0.0647 0.004615385 "$2,025.33 " 6501584 "$424,642.95 " 0.0647 0.004615385 "$1,959.89 " 6501620 "$362,187.89 " 0.0647 0.004615385 "$1,671.64 " 6501580 "$428,639.58 " 0.0647 0.004615385 "$1,978.34 " 6501624 "$549,526.46 " 0.0647 0.004615385 "$2,536.28 " 6504094 "$350,850.00 " 0.0647 0.004615385 "$1,619.31 " 6504096 "$778,500.00 " 0.0647 0.004615385 "$3,593.08 " 6508202 "$300,889.92 " 0.0647 0.004615385 "$1,388.72 " 6508206 "$314,482.09 " 0.0647 0.004615385 "$1,451.46 " 6508216 "$365,699.99 " 0.0647 0.004615385 "$1,687.85 " 6508222 "$469,614.74 " 0.0647 0.004615385 "$2,167.45 " 6508226 "$507,583.59 " 0.0647 0.004615385 "$2,342.69 " 6508230 "$323,740.90 " 0.0647 0.004615385 "$1,494.19 " 6508232 "$529,586.54 " 0.0647 0.004615385 "$2,444.25 " 6508236 "$709,432.22 " 0.0647 0.004615385 "$3,274.30 " 6508238 "$382,693.71 " 0.0647 0.004615385 "$1,766.28 " 6426458 "$409,647.00 " 0.0647 0.004615385 "$1,890.68 " 6501618 "$609,474.80 " 0.0647 0.004615385 "$2,812.96 " 6500902 "$647,468.84 " 0.0647 0.004615385 "$2,988.32 " 6508244 "$459,622.93 " 0.0647 0.004615385 "$2,121.34 " 6500868 "$336,823.68 " 0.0647 0.004615385 "$1,554.57 " 6500870 "$341,719.66 " 0.0647 0.004615385 "$1,577.17 " 6500872 "$514,556.59 " 0.0647 0.004615385 "$2,374.88 " 6500876 "$383,669.38 " 0.0647 0.004615385 "$1,770.78 " 6500878 "$383,669.38 " 0.0647 0.004615385 "$1,770.78 " 6500882 "$319,724.48 " 0.0647 0.004615385 "$1,475.65 " 6500888 "$328,730.32 " 0.0647 0.004615385 "$1,517.22 " 6500890 "$352,696.07 " 0.0647 0.004615385 "$1,627.83 " 6500892 "$378,174.11 " 0.0647 0.004615385 "$1,745.42 " 6500894 "$621,464.46 " 0.0647 0.004615385 "$2,868.30 " 6500896 "$564,525.33 " 0.0647 0.004615385 "$2,605.50 " 6501586 "$340,513.68 " 0.0647 0.004615385 "$1,571.60 " 6500900 "$383,677.39 " 0.0647 0.004615385 "$1,770.82 " 6500864 "$399,672.12 " 0.0647 0.004615385 "$1,844.64 " 6500906 "$649,453.92 " 0.0647 0.004615385 "$2,997.48 " 6500908 "$349,698.65 " 0.0647 0.004615385 "$1,613.99 " 6500910 "$349,705.96 " 0.0647 0.004615385 "$1,614.03 " 6501554 "$327,460.71 " 0.0647 0.004615385 "$1,511.36 " 6501560 "$324,726.96 " 0.0647 0.004615385 "$1,498.74 " 6501562 "$719,409.82 " 0.0647 0.004615385 "$3,320.35 " 6501564 "$381,671.10 " 0.0647 0.004615385 "$1,761.56 " 6501568 "$361,695.87 " 0.0647 0.004615385 "$1,669.37 " 6501570 "$449,621.95 " 0.0647 0.004615385 "$2,075.18 " 6501572 "$319,708.33 " 0.0647 0.004615385 "$1,475.58 " 6501574 "$388,673.19 " 0.0647 0.004615385 "$1,793.88 " 6501576 "$499,579.93 " 0.0647 0.004615385 "$2,305.75 " 6501578 "$487,080.27 " 0.0647 0.004615385 "$2,248.06 " 6500898 "$362,702.45 " 0.0647 0.004615385 "$1,674.01 " "$249,981,143.21 " 1.62995828% "$4,074,588.35 " 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) the Notional Amount with respect to each class of Interest Only Certificates and each Subclass Notional Amount; (xiv) the occurrence of the Credit Support Depletion Date; (xv) the related Senior Accelerated Distribution Percentage applicable to such distribution; (xvi) 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; and (xxii) the Class A-3-2 Accrual Distribution Amount and Class A-5 Accrual Distribution Amount for such Distribution Date. In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination. 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 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[--------------] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [--------------] [--------------]
MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To the Class [A-___] certificates with respect to a trust fund Consisting primarily of a pool of conventional one- to Four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this certificate nor the underlying mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by residential funding mortgage securities I, inc., the master servicer, the trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the company, the master servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the certificates. This certifies that is the registered owner of the percentage interest evidenced by this certificate [(obtained by dividing the [initial certificate principal balance] [initial [interest only/Class A-v] notional amount] of this certificate by the aggregate [initial certificate principal balance of all Class A- certificates] [initial [interest only/Class A-v] notional amounts of all [interest only/Class A-v] certificates], both as specified above)] in certain distributions with respect to the trust fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "mortgage loans"), formed and sold by residential funding mortgage securities I, inc. (Hereinafter called the "company," which term includes any successor entity under the agreement referred to below). The trust fund was created pursuant to a series supplement, dated as specified above, to the standard terms of pooling and servicing agreement dated as of ________________ (together, the "pooling and servicing agreement" or the "agreement") among the company, the master servicer and _______________, as trustee (the "trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the agreement. This certificate is issued under and is subject to the terms, provisions and conditions of the agreement, to which agreement the holder of this certificate by virtue of the acceptance hereof assents and by which such holder is bound. Pursuant to the terms of the agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a business day, the business day immediately following (the "distribution date"), commencing as described in the agreement, to the person in whose name this certificate is registered at the close of business on the last day (or if such last day is not a business day, the business day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "record date"), from the available distribution amount in an amount equal to the product of the percentage interest evidenced by this certificate and the amount [(of interest and principal, if any)] required to be distributed to holders of Class A- certificates on such distribution date. [the [interest only/Class A-v] notional amount of the [interest only/Class A-v] certificates as of any date of determination is equal to the aggregate stated principal balance of the mortgage loans corresponding to the uncertificated remic regular interests represented by such [interest only/Class A-v] certificates.] Distributions on this certificate will be made either by the master servicer acting on behalf of the trustee or by a paying agent appointed by the trustee in immediately available funds (by wire transfer or otherwise) for the account of the person entitled thereto if such person shall have so notified the master servicer or such paying agent, or by check mailed to the address of the person entitled thereto, as such name and address shall appear on the certificate register. Notwithstanding the above, the final distribution on this certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this certificate at the office or agency appointed by the trustee for that purpose in the city and state of New York. The [initial certificate principal balance] [initial [interest only/Class A-v] notional amount] of this certificate is set forth above.] [the certificate principal balance hereof will be reduced to the extent of distributions allocable to principal and any realized losses allocable hereto.] This certificate is one of a duly authorized issue of certificates issued in several classes designated as mortgage pass-through certificates of the series specified hereon (herein collectively called the "certificates"). The certificates are limited in right of payment to certain collections and recoveries respecting the mortgage loans, all as more specifically set forth herein and in the agreement. In the event master servicer funds are advanced with respect to any mortgage loan, such advance is reimbursable to the master servicer, to the extent provided in the agreement, from related recoveries on such mortgage loan or from other cash that would have been distributable to certificateholders. As provided in the agreement, withdrawals from the custodial account and/or the certificate account created for the benefit of certificateholders may be made by the master servicer from time to time for purposes other than distributions to certificateholders, such purposes including without limitation reimbursement to the company and the master servicer of advances made, or certain expenses incurred, by either of them. The agreement permits, with certain exceptions therein provided, the amendment of the agreement and the modification of the rights and obligations of the company, the master servicer and the trustee and the rights of the certificateholders under the agreement at any time by the company, the master servicer and the trustee with the consent of the holders of certificates evidencing in the aggregate not less than 66% of the percentage interests of each class of certificates affected thereby. Any such consent by the holder of this certificate shall be conclusive and binding on such holder and upon all future holders of this certificate and of any certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the certificate. The agreement also permits the amendment thereof in certain circumstances without the consent of the holders of any of the certificates and, in certain additional circumstances, without the consent of the holders of certain classes of certificates. As provided in the agreement and subject to certain limitations therein set forth, the transfer of this certificate is registrable in the certificate register upon surrender of this certificate for registration of transfer at the offices or agencies appointed by the trustee in the city and state of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the trustee and the certificate registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new certificates of authorized denominations evidencing the same class and aggregate percentage interest will be issued to the designated transferee or transferees. The certificates are issuable only as registered certificates without coupons in classes and in denominations specified in the agreement. As provided in the agreement and subject to certain limitations therein set forth, certificates are exchangeable for new certificates of authorized denominations evidencing the same Class and aggregate percentage interest, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The company, the master servicer, the trustee and the certificate registrar and any agent of the company, the master servicer, the trustee or the certificate registrar may treat the person in whose name this certificate is registered as the owner hereof for all purposes, and neither the company, the master servicer, the trustee nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the agreement in respect of the certificates and the trust fund created thereby shall terminate upon the payment to certificateholders of all amounts held by or on behalf of the trustee and required to be paid to them pursuant to the agreement following the earlier of (i) the maturity or other liquidation of the last mortgage loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any mortgage loan and (ii) the purchase by the master servicer from the trust fund of all remaining mortgage loans and all property acquired in respect of such mortgage loans, thereby effecting early retirement of the certificates. The agreement permits, but does not require, the master servicer to (i) purchase at a price determined as provided in the agreement all remaining mortgage loans and all property acquired in respect of any mortgage loan or (ii) purchase in whole, but not in part, all of the certificates from the holders thereof; provided, that any such option may only be exercised if the pool stated principal balance of the mortgage loans as of the distribution date upon which the proceeds of any such purchase are distributed is less than ten percent of the cut-off date principal balance of the mortgage loans. Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the certificate registrar, by manual signature, this certificate shall not be entitled to any benefit under the agreement or be valid for any purpose. IN WITNESS WHEREOF, the trustee has caused this certificate to be duly executed. Dated:________________ [TRUSTEE], as Trustee By: ------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [A- ] Certificates referred to in the within-mentioned Agreement. [TRUSTEE], as Certificate Registrar By: ------------------------- Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Pass- Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: ________________ ____________________________________________ Signature by or on behalf of assignor ___________________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________for the account of __________________ account number ______________-, or, if mailed by check, to ____________________________. Applicable statements should be mailed to ________________________. This information is provided by _____________________, the assignee named above, or ________________, as its agent. EXHIBIT B FORM OF CLASS M CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), (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)(I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF 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 (C), A "COMPLYING INSURANCE COMPANY"). IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (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 THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. Certificate No. [____] [____]% Pass-Through Rate Class [M-___] Subordinate Date of Pooling and Servicing Agreement and Principal Balance of the Class M Certificates: Cut-off Date: $_______________ [--------------] First Distribution Date: Initial Certificate Principal Balance of this [______________] Certificate: $[--------------] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [--------------] [--------------]
MORTGAGE PASS-THROUGH CERTIFICATE, SERIES ________ evidencing a percentage interest in any distributions allocable to the Class M-___ Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Certificate Principal Balance of this Certificate by the aggregate Certificate Principal Balance of all Class M-___ Certificates, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and ___________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class M-___ Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. As described above, any transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of this Certificate (or interest herein) that either (A) such transferee is not a Plan Investor, (B) it has acquired and is holding this Certificate in reliance on the RFC Exemption and that it understands that there are certain conditions to the availability of the RFC Exemption including that this 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) the transferee is a Complying Insurance Company. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. IN WITNESS WHEREOF, the trustee has caused this certificate to be duly executed. Dated:________________ [TRUSTEE], as Trustee By: ------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [M- ] Certificates referred to in the within-mentioned Agreement. [TRUSTEE], as Certificate Registrar By: ------------------------- Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Pass- Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: ________________ ____________________________________________ Signature by or on behalf of assignor ___________________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________for the account of __________________ account number ______________-, or, if mailed by check, to ____________________________. Applicable statements should be mailed to ________________________. This information is provided by _____________________, the assignee named above, or ________________, as its agent. EXHIBIT C FORM OF CLASS B CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES] DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT. NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No. [____] [____]% Pass-Through Rate Class [B-___] Subordinate Date of Pooling and Servicing Agreement and Principal Balance of the Class B-___ Cut-off Date: Certificates as of the Cut-off Date: $________ [--------------] First Distribution Date: Initial Certificate Principal Balance of this [______________] Certificate: $[--------------] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [--------------] [--------------]
MORTGAGE PASS-THROUGH CERTIFICATE, SERIES _______ evidencing a percentage interest in any distributions allocable to the Class B-___ Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that _______________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Certificate Principal Balance of this Certificate by the aggregate Certificate Principal Balance of all Class B-___ Certificates, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and ___________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month next preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class B Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. No transfer of this Class B Certificate will be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event that such a transfer is to be made, (i) the Trustee or the Company may require an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee and the Company that such transfer is exempt (describing the applicable exemption and the basis therefor) from or is being made pursuant to the registration requirements of the Securities Act of 1933, as amended, and of any applicable statute of any state and (ii) the transferee shall execute an investment letter in the form described by Section 5.02(e) of the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Company, the Master Servicer and the Certificate Registrar acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such Federal and state laws. In connection with any such transfer, the Trustee will also require either (i) an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and stating, among other things, that the transferee's acquisition of a Class B Certificate will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the form as described by the Agreement, either stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan, or stating that the transferee is an insurance company, the source of funds to be used by it to purchase the Certificate is an "insurance company general account" (within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. IN WITNESS WHEREOF, the trustee has caused this certificate to be duly executed. Dated:________________ [TRUSTEE], as Trustee By: ------------------------ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class B-___ Certificates referred to in the within-mentioned Agreement. [TRUSTEE], as Certificate Registrar By: ------------------------ Authorized Signatory Dated: ________________ ____________________________________________ Signature by or on behalf of assignor ___________________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________for the account of __________________ account number ______________-, or, if mailed by check, to ____________________________. Applicable statements should be mailed to ________________________. This information is provided by _____________________, the assignee named above, or ________________, as its agent. EXHIBIT D FORM OF CLASS R CERTIFICATE THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON- UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY 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), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) 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 UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No. [____] [____]% Pass-Through Rate Class [R-___] Senior Date of Pooling and Servicing Agreement and Aggregate Initial Certificate Principal Balance Cut-off Date: of the Class R-___ Certificates: $100.00 [--------------] First Distribution Date: Initial Certificate Principal Balance of this [______________] Certificate: $[--------------] Master Servicer: Percentage Interest: _____% Residential Funding Corporation Assumed Final Distribution Date: CUSIP [--------------] [--------------]
MORTGAGE PASS-THROUGH CERTIFICATE, SERIES _______ evidencing a percentage interest in any distributions allocable to the Class R[-__] Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class R[-__] Certificates, both as specified above) in certain distributions with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and ___________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class R Certificates on such Distribution Date. Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Company will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Company, which purchaser may be the Company, or any affiliate of the Company, on such terms and conditions as the Company may choose. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any Realized Losses allocable hereto. Notwithstanding the reduction of the Certificate Principal Balance hereof to zero, this Certificate will remain outstanding under the Agreement and the Holder hereof may have additional obligations with respect to this Certificate, including tax liabilities, and may be entitled to certain additional distributions hereon, in accordance with the terms and provisions of the Agreement. No transfer of this Class R[-__] Certificate will be made unless the Trustee has received either (i) an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and stating, among other things, that the transferee's acquisition of a Class R Certificate will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purpose have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. IN WITNESS WHEREOF, the trustee has caused this certificate to be duly executed. Dated:________________ [TRUSTEE], as Trustee By: ------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [R- ] Certificates referred to in the within-mentioned Agreement. [TRUSTEE], as Certificate Registrar By: ------------------------- Authorized Signatory Dated: ________________ ____________________________________________ Signature by or on behalf of assignor ___________________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________for the account of __________________ account number ______________-, or, if mailed by check, to ____________________________. Applicable statements should be mailed to ________________________. This information is provided by _____________________, the assignee named above, or ________________, as its agent. EXHIBIT E FORM OF SELLER/SERVICER CONTRACT This Seller/Servicer Contract (as may be amended, supplemented or otherwise modified from time to time, this "Contract") is made this day of , 20 , by and between Residential Funding Corporation, its successors and assigns ("Residential Funding") and (the "Seller/Servicer," and, together with Residential Funding, the "parties" and each, individually, a "party"). WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service Loans for, Residential Funding, and Residential Funding desires to purchase Loans from the Seller/Servicer and/or have the Seller/Servicer service various of its Loans, pursuant to the terms of this Contract and the Residential Funding Seller and Servicer Guides incorporated herein by reference, as amended, supplemented or otherwise modified, from time to time (together, the "Guides"). NOW, THEREFORE, in consideration of the premises, and the terms, conditions and agreements set forth below, the parties agree as follows: 1. INCORPORATION OF GUIDES BY REFERENCE. The Seller/Servicer acknowledges that it has received and read the Guides. All provisions of the Guides are incorporated by reference into and made a part of this Contract, and shall be binding upon the parties; provided, however, that the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for Residential Funding only if and for so long as it shall have been authorized to do so by Residential Funding in writing. Specific reference in this Contract to particular provisions of the Guides and not to other provisions does not mean that those provisions of the Guides not specifically cited in this Contract are not applicable. All terms used herein shall have the same meanings as such terms have in the Guides, unless the context clearly requires otherwise. 2. AMENDMENTS. This Contract may not be amended or modified orally, and no provision of this Contract may be waived or amended except in writing signed by the party against whom enforcement is sought. Such a written waiver or amendment must expressly reference this Contract. However, by their terms, the Guides may be amended or supplemented by Residential Funding from time to time. Any such amendment(s) to the Guides shall be binding upon the parties hereto. 3. REPRESENTATIONS AND WARRANTIES. a. Reciprocal Representations and Warranties. The Seller/Servicer and Residential Funding each represents and warrants to the other that as of the date of this Contract: (1) Each party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, is qualified, if necessary, to do business and in good standing in each jurisdiction in which it is required to be so qualified, and has the requisite power and authority to enter into this Contract and all other agreements which are contemplated by this Contract and to carry out its obligations hereunder and under the Guides and under such other agreements. (2) This Contract has been duly authorized, executed and delivered by each party and constitutes a valid and legally binding agreement of each party enforceable in accordance with its terms. (3) There is no action, proceeding or investigation pending or threatened, and no basis therefor is known to either party, that could affect the validity or prospective validity of this Contract. (4) Insofar as its capacity to carry out any obligation under this Contract is concerned, neither party is in violation of any charter, articles of incorporation, bylaws, mortgage, indenture, indebtedness, agreement, instrument, judgment, decree, order, statute, rule or regulation and none of the foregoing adversely affects its capacity to fulfill any of its obligations under this Contract. Its execution of, and performance pursuant to, this Contract will not result in a violation of any of the foregoing. b. Seller/Servicer's Representations, Warranties and Covenants. In addition to the representations, warranties and covenants made by the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3, the Seller/Servicer makes the representations, warranties and covenants set forth in the Guides and, upon request, agrees to deliver to Residential Funding the certified Resolution of Board of Directors which authorizes the execution and delivery of this Contract. 4. REMEDIES OF RESIDENTIAL FUNDING. If an Event of Seller Default or an Event of Servicer Default shall occur, Residential Funding may, at its option, exercise one or more of those remedies set forth in the Guides. 5. SELLER/SERVICER'S STATUS AS INDEPENDENT CONTRACTOR. At no time shall the Seller/Servicer represent that it is acting as an agent of Residential Funding. The Seller/Servicer shall, at all times, act as an independent contractor. 6. PRIOR AGREEMENTS SUPERSEDED. This Contract restates, amends and supersedes any and all prior Seller Contracts or Servicer Contracts between the parties except that any subservicing agreement executed by the Seller/Servicer in connection with any loan-security exchange transaction shall not be affected. 7. ASSIGNMENT. This Contract may not be assigned or transferred, in whole or in part, by the Seller/Servicer without the prior written consent of Residential Funding. Residential Funding may sell, assign, convey, hypothecate, pledge or in any other way transfer, in whole or in part, without restriction, its rights under this Contract and the Guides with respect to any Commitment or Loan. 8. NOTICES. All notices, requests, demands or other communications that are to be given under this Contract shall be in writing, addressed to the appropriate parties and sent by telefacsimile or by overnight courier or by United States mail, postage prepaid, to the addresses and telefacsimile numbers specified below. However, another name, address and/or telefacsimile number may be substituted by the Seller/Servicer pursuant to the requirements of this paragraph 8, or Residential Funding pursuant to an amendment to the Guides. If to Residential Funding, notices must be sent to the appropriate address or telefacsimile number specified in the Guides. If to the Seller/Servicer, notice must be sent to: Attention: Telefacsimile Number: (_____) _____-_________ 9. JURISDICTION AND VENUE. Each of the parties irrevocably submits to the jurisdiction of any state or federal court located in Hennepin County, Minnesota, over any action, suit or proceeding to enforce or defend any right under this Contract or otherwise arising from any loan sale or servicing relationship existing in connection with this Contract, and each of the parties irrevocably agrees that all claims in respect of any such action or proceeding may be heard or determined in such state or federal court. Each of the parties irrevocably waives the defense of an inconvenient forum to the maintenance of any such action or proceeding and any other substantive or procedural rights or remedies it may have with respect to the maintenance of any such action or proceeding in any such forum. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Each of the parties further agrees not to institute any legal actions or proceedings against the other party or any director, officer, employee, attorney, agent or property of the other party, arising out of or relating to this Contract in any court other than as hereinabove specified in this paragraph 9. 10. MISCELLANEOUS. This Contract, including all documents incorporated by reference herein, constitutes the entire understanding between the parties hereto and supersedes all other agreements, covenants, representations, warranties, understandings and communications between the parties, whether written or oral, with respect to the transactions contemplated by this Contract. All paragraph headings contained herein are for convenience only and shall not be construed as part of this Contract. Any provision of this Contract that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and, to this end, the provisions hereof are severable. This Contract shall be governed by, and construed and enforced in accordance with, applicable federal laws and the laws of the State of Minnesota. IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer and Residential Funding have executed this Seller/Servicer Contract as of the date first above written. ATTEST: SELLER/SERVICER [Corporate Seal] (Name of Seller/Servicer) By: By: --------------------------------- (Signature) (Signature) By: By: --------------------------------- (Typed Name) (Typed Name) Title: Title: ------------------------------ ==================================== ======= ================================== ATTEST: RESIDENTIAL FUNDING CORPORATION [Corporate Seal] By: By: --------------------------------- (Signature) (Signature) By: By: --------------------------------- (Typed Name) (Typed Name) Title: Title: ------------------------------ ---------------------------- EXHIBIT F FORMS OF REQUEST FOR RELEASE DATE: TO: RE: REQUEST FOR RELEASE OF DOCUMENTS In connection with the administration of the pool of Mortgage Loans held by you for the referenced pool, we request the release of the Mortgage Loan File described below. Series Supplement, to the Standard Terms of Pooling and Servicing Agreement, Dated: Series#: Account#: Pool#: Loan#: Borrower Name(s): Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage Loan Repurchased "We hereby certify that all amounts received or to be received in connection with such payments which are required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement." Residential Funding Corporation Authorized Signature ****************************************************************************** TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing Agreement. Enclosed Documents: [ ] Promissory Note [ ] Primary Insurance Policy [ ] Mortgage or Deed of Trust [ ] Assignment(s) of Mortgage or Deed of Trust [ ] Title Insurance Policy [ ] Other: Name: Title: Date: EXHIBIT G-1 FORM OF TRANSFER AFFIDAVIT AND AGREEMENT STATE OF ) ) ss.: COUNTY OF ) [NAME OF OFFICER], being first duly sworn, deposes and says: 1. That he is [Title of Officer] of [Name of Owner] (record or beneficial owner of the Mortgage Pass-Through Certificates, Series _______, Class R[-__] (the "Owner")), a [savings institution] [corporation] duly organized and existing under the laws of [the State of ] [the United States], on behalf of which he makes this affidavit and agreement. 2. That the Owner (i) is not and will not be a "disqualified organization" or an electing large partnership as of [date of transfer] within the meaning of Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986, as amended (the "Code") or an electing large partnership under Section 775(a) of the Code, (ii) will endeavor to remain other than a disqualified organization for so long as it retains its ownership interest in the Class R[-__] Certificates, and (iii) is acquiring the Class R[-__] Certificates for its own account or for the account of another Owner from which it has received an affidavit and agreement in substantially the same form as this affidavit and agreement. (For this purpose, a "disqualified organization" means an electing large partnership under Section 775 of the Code, the United States, any state or political subdivision thereof, any agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is not selected by any such governmental entity) or any foreign government, international organization or any agency or instrumentality of such foreign government or organization, any rural electric or telephone cooperative, or any organization (other than certain farmers' cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on unrelated business taxable income). 3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class R[-__] Certificates to disqualified organizations or electing large partnerships, under the Code, that applies to all transfers of Class R[-__] Certificates after March 31, 1988; (ii) that such tax would be on the transferor (or, with respect to transfers to electing large partnerships, on each such partnership), or, if such transfer is through an agent (which person includes a broker, nominee or middleman) for a disqualified organization, on the agent; (iii) that the person (other than with respect to transfers to electing large partnerships) otherwise liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does not have actual knowledge that the affidavit is false; and (iv) that the Class R[-__] Certificates may be "noneconomic residual interests" within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax. 4. That the Owner is aware of the tax imposed on a "pass-through entity" holding Class R[-__] Certificates if either the pass-through entity is an electing large partnership under Section 775 of the Code or if at any time during the taxable year of the pass-through entity a disqualified organization is the record holder of an interest in such entity. (For this purpose, a "pass through entity" includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives.) 5. The Owner is 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 or any political subdivision thereof (except in the case of a partnership, to the extent provided in Treasury regulations), 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. 6. That the Owner is aware that the Trustee will not register the transfer of any Class R[- __] Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit and agreement, among other things, in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it will not consummate any such transfer if it knows or believes that any of the representations contained in such affidavit and agreement are false. 7. That the Owner has reviewed the restrictions set forth on the face of the Class R[-__] Certificates and the provisions of Section 5.02(f) of the Pooling and Servicing Agreement under which the Class R[-__] Certificates were issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the Trustee to deliver payments to a person other than the Owner and negotiate a mandatory sale by the Trustee in the event the Owner holds such Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to comply with such restrictions and provisions. 8. That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R[-__] Certificates will only be owned, directly or indirectly, by an Owner that is not a disqualified organization. 9. The Owner's Taxpayer Identification Number is ________________. 10. This affidavit and agreement relates only to the Class R[-__] Certificates held by the Owner and not to any other holder of the Class R[-__] Certificates. The Owner understands that the liabilities described herein relate only to the Class R[-__] Certificates. 11. That no purpose of the Owner relating to the transfer of any of the Class R[-__] Certificates by the Owner is or will be to impede the assessment or collection of any tax. 12. That the Owner has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the Owner hereby represents to and for the benefit of the person from whom it acquired the Class R[-__] Certificate that the Owner intends to pay taxes associated with holding such Class R[- __] Certificate as they become due, fully understanding that it may incur tax liabilities in excess of any cash flows generated by the Class R[-__] Certificate. 13. That the Owner has no present knowledge or expectation that it will become insolvent or subject to a bankruptcy proceeding for so long as any of the Class R[-__] Certificates remain outstanding. 14. (a) The Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or an investment manager, named fiduciary or a trustee of any such plan, or any other Person acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any such plan; or (b) The Purchaser will provide the Trustee, the Company and the Master Servicer with 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 of Certificates is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the 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 the Pooling and Servicing Agreement. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless either such Plan or person meets the requirements set forth in either (a) or (b) above. Capitalized terms used but not defined herein shall have the meanings assigned in the Pooling and Servicing Agreement. IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto attached, attested by its [Assistant] Secretary, this day of _____,___ 200__. [NAME OF OWNER] By: ------------------------ [Name of Officer] [Title of Officer] [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same person who executed the foregoing instrument and to be the [Title of Officer] of the Owner, and acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Owner. Subscribed and sworn before me this ___ day of ________, 200 __. NOTARY PUBLIC COUNTY OF --------------------------------- STATE OF ---------------------------------- My Commission expires the ____ day of _____, 20__ . EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE __________ , 20__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota 55437 [Trustee] Attention: Residential Funding Corporation Series _______ Re: Mortgage Pass-Through Certificates, Series ________, Class R[-__] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _____________________ (the "Seller") to _____________________(the "Purchaser") of $______________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the "Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: 1. No purpose of the Seller relating to the transfer of the Certificate by the Seller to the Purchaser is or will be to impede the assessment or collection of any tax. 2. The Seller understands that the Purchaser has delivered to the Trustee and the Master Servicer a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit G-1. The Seller does not know or believe that any representation contained therein is false. 3. The Seller has at the time of the transfer conducted a reasonable investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result of that investigation, the Seller has determined that the Purchaser has historically paid its debts as they become due and has found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they become due in the future. The Seller understands that the transfer of a Class R[-__] Certificate may not be respected for United States income tax purposes (and the Seller may continue to be liable for United States income taxes Associated therewith) unless the Seller has conducted such an investigation. 4. The Seller has no actual knowledge that the proposed Transferee is not both a United States Person and a Permitted Transferee. Very truly yours, (Seller) By: ------------------------- Name: Title: EXHIBIT H FORM OF INVESTOR REPRESENTATION LETTER ______________ , 20___ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, MN 55437 [Trustee] Residential Funding Corporation 8400 Normandale Lake Boulevard Suite 250 Minneapolis, MN 55437 Attention: Residential Funding Corporation Series ________ RE: Mortgage Pass-Through Certificates, Series ________, [Class B-] Ladies and Gentlemen: _________________- (the "Purchaser") intends to purchase from _________________ (the "Seller") $_____________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class (the "Certificates"), issued pursuant to the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer (the "Master Servicer"), and _____________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Master Servicer that: 1. The Purchaser understands that (a) the Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Act") or any state securities law, (b) the Company is not required to so register or qualify the Certificates, (c) the Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a legend to the foregoing effect. 2. The Purchaser is acquiring the Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Act or any applicable state securities laws. 3. The Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Certificates, such that it is capable of evaluating the merits and risks of investment in the Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501(a) promulgated pursuant to the Act. 4. The Purchaser has been furnished with, and has had an opportunity to review (a) [a copy of the Private Placement Memorandum, dated ___________, 20___, relating to the Certificates (b)] a copy of the Pooling and Servicing Agreement and [b] [c] such other information concerning the Certificates, the Mortgage Loans and the Company as has been requested by the Purchaser from the Company or the Seller and is relevant to the Purchaser's decision to purchase the Certificates. The Purchaser has had any questions arising from such review answered by the Company or the Seller to the satisfaction of the Purchaser. [If the Purchaser did not purchase the Certificates from the Seller in connection with the initial distribution of the Certificates and was provided with a copy of the Private Placement Memorandum (the "Memorandum") relating to the original sale (the "Original Sale") of the Certificates by the Company, the Purchaser acknowledges that such Memorandum was provided to it by the Seller, that the Memorandum was prepared by the Company solely for use in connection with the Original Sale and the Company did not participate in or facilitate in any way the purchase of the Certificates by the Purchaser from the Seller, and the Purchaser agrees that it will look solely to the Seller and not to the Company with respect to any damage, liability, claim or expense arising out of, resulting from or in connection with (a) error or omission, or alleged error or omission, contained in the Memorandum, or (b) any information, development or event arising after the date of the Memorandum.] 5. The Purchaser has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Certificate under the Act, that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. 6. The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA), or Section 4975 of the Internal Revenue Code of 1986, as amended ("Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; (b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60; or (c) has provided the Trustee, the Company and the Master Servicer with 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 of Certificates is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the 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 the Pooling and Servicing Agreement. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a), (b) or (c) above. Very truly yours, By: ------------------------- Name: Title: EXHIBIT I FORM OF TRANSFEROR REPRESENTATION LETTER _________, 20___ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, MN 55437 [Trustee] Attention: Residential Funding Corporation Series ________ Re: Mortgage Pass-Through Certificates, Series ________, [Class B-] Ladies and Gentlemen: In connection with the sale by ____________________ (the "Seller") to ____________________ (the "Purchaser") of __________________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class (the "Certificates"), issued pursuant to the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, (Seller) By: ------------------------ Name: Title: EXHIBIT J [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer"). 1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act. 2. The Buyer warrants and represents to, and covenants with, the Seller, the Trustee and the Master Servicer (as defined in the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (the "Agreement") among Residential Funding Corporation as Master Servicer, Residential Funding Mortgage Securities I, Inc. as depositor pursuant to Section 5.02 of the Agreement and __________, as trustee, as follows: (a) The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state. (b) The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities. (c) The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Trustee or the Servicer. (d) Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities. (e) The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act. [3. The Buyer (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; (b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60; or (c) has provided the Trustee, the Company and the Master Servicer with 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 of Certificates is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the 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 the Pooling and Servicing Agreement. ] 4. This document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same document. IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below. Print Name of Seller Print Name of Buyer By: By: --------------------------------- --------------------------------- Name: Name: Title: Title: Taxpayer Identification Taxpayer Identification: No. No: -------------------------------- --------------------------------- Date: Date: ------------------------------ ------------------------------ ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers Other Than Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer. 2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a discretionary basis $ in securities (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below. Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code. Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements. Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State or territory or the District of Columbia. State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees. ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974. Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of 1940. SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. Business Development Company. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or H.R. 10 plans. 3. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. 4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer's direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934. 5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A. Will the Buyer be purchasing the Rule 144A Yes No Securities only for the Buyer's own account? 6. If the answer to the foregoing question is "no", the Buyer agrees that, in connection with any purchase of securities sold to the Buyer for the account of a third party (including any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a "qualified institutional buyer" within the meaning of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of "qualified institutional buyer" set forth in Rule 144A. 7. The Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase. Print Name of Buyer By: ------------------------ Name: Title: Date: --------------------- ANNEX 2 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers That Are Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser. 2. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of Investment Companies, the cost of such securities was used. The Buyer owned $ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). The Buyer is part of a Family of Investment Companies which owned in the aggregate $ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 3. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 4. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. 5. The Buyer is familiar with Rule 144A and understands that each of the parties to which this certification is made are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's own account. 6. The undersigned will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. Print Name of Buyer By: ------------------------ Name: Title: IF AN ADVISOR: Print Name of Buyer Date: --------------------- EXHIBIT K [TEXT OF AMENDMENT TO POOLING AND SERVICING AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A LIMITED GUARANTY] ARTICLE XII Subordinate Certificate Loss Coverage; Limited Guaranty Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty. (a) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether it or any Sub-Servicer will be entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution Date for Advances or Sub-Servicer Advances previously made, (which will not be Advances or Sub-Servicer Advances that were made with respect to delinquencies which were subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of an amount equal to the amount of any Advances or Sub-Servicer Advances reimbursed pursuant to Section 4.02(a), to the extent such Advances or Sub-Servicer Advances have not been included in the amount of the Realized Loss in the related Mortgage Loan, and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a). (b) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether any Realized Losses (other than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses) will be allocated to the Class B Certificates on such Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer shall demand payment from Residential Funding of the amount of such Realized Loss and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a); provided, however, that the amount of such demand in respect of any Distribution Date shall in no event be greater than the sum of (i) the additional amount of Accrued Certificate Interest that would have been paid for the Class B Certificateholders on such Distribution Date had such Realized Loss or Losses not occurred plus (ii) the amount of the reduction in the Certificate Principal Balances of the Class B Certificates on such Distribution Date due to such Realized Loss or Losses. Notwithstanding such payment, such Realized Losses shall be deemed to have been borne by the Certificateholders for purposes of Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates will not be covered by the Subordinate Certificate Loss Obligation. (c) Demands for payments pursuant to this Section shall be made prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date by the Master Servicer with written notice thereof to the Trustee. The maximum amount that Residential Funding shall be required to pay pursuant to this Section on any Distribution Date (the "Amount Available") shall be equal to the lesser of (X) minus the sum of (i) all previous payments made under subsections (a) and (b) hereof and (ii) all draws under the Limited Guaranty made in lieu of such payments as described below in subsection (d) and (Y) the then outstanding Certificate Principal Balances of the Class B Certificates, or such lower amount as may be established pursuant to Section 12.02. Residential Funding's obligations as described in this Section are referred to herein as the "Subordinate Certificate Loss Obligation." (d) The Trustee will promptly notify General Motors Acceptance Corporation of any failure of Residential Funding to make any payments hereunder and shall demand payment pursuant to the limited guaranty (the "Limited Guaranty"), executed by General Motors Acceptance Corporation, of Residential Funding's obligation to make payments pursuant to this Section, in an amount equal to the lesser of (i) the Amount Available and (ii) such required payments, by delivering to General Motors Acceptance Corporation a written demand for payment by wire transfer, not later than the second Business Day prior to the Distribution Date for such month, with a copy to the Master Servicer. (e) All payments made by Residential Funding pursuant to this Section or amounts paid under the Limited Guaranty shall be deposited directly in the Certificate Account, for distribution on the Distribution Date for such month to the Class B Certificateholders. (f) The Company shall have the option, in its sole discretion, to substitute for either or both of the Limited Guaranty or the Subordinate Certificate Loss Obligation another instrument in the form of a corporate guaranty, an irrevocable letter of credit, a surety bond, insurance policy or similar instrument or a reserve fund; provided that (i) the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision) an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that obtaining such substitute corporate guaranty, irrevocable letter of credit, surety bond, insurance policy or similar instrument or reserve fund will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860(F)(a)(1) of the Code or on "contributions after the startup date" under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding, and (ii) no such substitution shall be made unless (A) the substitute Limited Guaranty or Subordinate Certificate Loss Obligation is for an initial amount not less than the then current Amount Available and contains provisions that are in all material respects equivalent to the original Limited Guaranty or Subordinate Certificate Loss Obligation (including that no portion of the fees, reimbursements or other obligations under any such instrument will be borne by the Trust Fund), (B) the long term debt obligations of any obligor of any substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not supported by the Limited Guaranty) shall be rated at least the lesser of (a) the rating of the long term debt obligations of General Motors Acceptance Corporation as of the date of issuance of the Limited Guaranty and (b) the rating of the long term debt obligations of General Motors Acceptance Corporation at the date of such substitution and (C) the Company obtains written confirmation from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company that such substitution shall not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss Obligation pursuant to this Section shall be accompanied by a written Opinion of Counsel to the substitute guarantor or obligor, addressed to the Master Servicer and the Trustee, that such substitute instrument constitutes a legal, valid and binding obligation of the substitute guarantor or obligor, enforceable in accordance with its terms, and concerning such other matters as the Master Servicer and the Trustee shall reasonably request. Neither the Company, the Master Servicer nor the Trustee shall be obligated to substitute for or replace the Limited Guaranty or Subordinate Certificate Loss Obligation under any circumstance. Section 12.02. Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ ___________, 20____ [Trustee] Attention: Residential Funding Corporation Series ________ Ladies and Gentlemen: WHEREAS, Residential Funding Corporation, a Delaware corporation ("Residential Funding"), an indirect wholly-owned subsidiary of General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain obligations as described under Section 12.01 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Servicing Agreement"), among Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential Funding and __________ (the "Trustee") as amended by Amendment No. thereto, dated as of , with respect to the Mortgage Pass-Through Certificates, Series ________ (the "Certificates"); and WHEREAS, pursuant to Section 12.01 of the Servicing Agreement, Residential Funding agrees to make payments to the Holders of the Class B Certificates with respect to certain losses on the Mortgage Loans as described in the Servicing Agreement; and WHEREAS, GMAC desires to provide certain assurances with respect to the ability of Residential Funding to secure sufficient funds and faithfully to perform its Subordinate Certificate Loss Obligation; NOW THEREFORE, in consideration of the premises herein contained and certain other good and valuable consideration, the receipt of which is hereby acknowledged, GMAC agrees as follows: 1. Provision of Funds. (a) GMAC agrees to contribute and deposit in the Certificate Account on behalf of Residential Funding (or otherwise provide to Residential Funding, or to cause to be made available to Residential Funding), either directly or through a subsidiary, in any case prior to the related Distribution Date, such moneys as may be required by Residential Funding to perform its Subordinate Certificate Loss Obligation when and as the same arises from time to time upon the demand of the Trustee in accordance with Section 12.01 of the Servicing Agreement. (b) The agreement set forth in the preceding clause (a) shall be absolute, irrevocable and unconditional and shall not be affected by the transfer by GMAC or any other person of all or any part of its or their interest in Residential Funding, by any insolvency, bankruptcy, dissolution or other proceeding affecting Residential Funding or any other person, by any defense or right of counterclaim, set-off or recoupment that GMAC may have against Residential Funding or any other person or by any other fact or circumstance. Notwithstanding the foregoing, GMAC's obligations under clause (a) shall terminate upon the earlier of (x) substitution for this Limited Guaranty pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination of the Trust Fund pursuant to the Servicing Agreement. 2. Waiver. GMAC hereby waives any failure or delay on the part of Residential Funding, the Trustee or any other person in asserting or enforcing any rights or in making any claims or demands hereunder. Any defective or partial exercise of any such rights shall not preclude any other or further exercise of that or any other such right. GMAC further waives demand, presentment, notice of default, protest, notice of acceptance and any other notices with respect to this Limited Guaranty, including, without limitation, those of action or nonaction on the part of Residential Funding or the Trustee. 3. Modification, Amendment and Termination. This Limited Guaranty may be modified, amended or terminated only by the written agreement of GMAC and the Trustee and only if such modification, amendment or termination is permitted under Section 12.02 of the Servicing Agreement. The obligations of GMAC under this Limited Guaranty shall continue and remain in effect so long as the Servicing Agreement is not modified or amended in any way that might affect the obligations of GMAC under this Limited Guaranty without the prior written consent of GMAC. 4. Successor. Except as otherwise expressly provided herein, the guarantee herein set forth shall be binding upon GMAC and its respective successors. 5. Governing Law. This Limited Guaranty shall be governed by the laws of the State of New York. 6. Authorization and Reliance. GMAC understands that a copy of this Limited Guaranty shall be delivered to the Trustee in connection with the execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the Company and the Trustee to rely on the covenants and agreements set forth herein. 7. Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning given them in the Servicing Agreement. 8. Counterparts. This Limited Guaranty may be executed in any number of counterparts, each of which shall be deemed to be an original and such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed and delivered by its respective officers thereunto duly authorized as of the day and year first above written. GENERAL MOTORS ACCEPTANCE CORPORATION By: ------------------------ Name: Title: Acknowledged by: [Trustee], as Trustee By: -------------------------- Name: Title: RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. By: -------------------------- Name: Title: EXHIBIT M FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN _____________, 20______ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota 55437 [Trustee] Attention: Residential Funding Corporation Series ________ Re: Mortgage Pass-Through Certificates, Series ________ Assignment of Mortgage Loan Ladies and Gentlemen: This letter is delivered to you in connection with the assignment by ___________ (the "Trustee") to _____________________ (the "Lender") of __________________(the "Mortgage Loan") pursuant to Section 3.13(d) of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and the Trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Lender hereby certifies, represents and warrants to, and covenants with, the Master Servicer and the Trustee that: the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; the Mortgage Loan following the proposed assignment will be modified to have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and such assignment is at the request of the borrower under the related Mortgage Loan. Very truly yours, (Lender) By: ------------------------ Name: Title: EXHIBIT N FORM OF REQUEST FOR EXCHANGE [Date] Bank One, National Association 1 Bank One Plaza Suite IL1-0126 Chicago, Illinois 60670-0126 Re: Residential Funding Mortgage Securities I, Inc. Mortgage Pass-Through Certificates, Series [________] Residential Funding Corporation, as the Holder of a ____% Percentage Interest of the [Class/Subclass] of Class A-V Certificates, hereby requests the Trustee to exchange the above-referenced Certificates for the Subclasses referred to below: 1. Class A-V Certificates, corresponding to the following Uncertificated REMIC Regular Interests: [List numbers corresponding to the related loans and Pool Strip Rates from the Mortgage Loan Schedule]. The Initial Subclass Notional Amount and the initial Pass-Through Rate on the Class A-V Certificates will be $___________ and _____%, respectively. [2. Repeat as appropriate.] The Subclasses requested above will represent in the aggregate all of the Uncertificated REMIC Regular Interests represented by the Class A-V Certificates surrendered for exchange. The capitalized terms used but not defined herein shall have the meanings set forth in the Pooling and Servicing Agreement, dated as of _______, among Residential Funding Mortgage Securities I, Inc., Residential Funding Corporation and Bank One National Association, as trustee. RESIDENTIAL FUNDING CORPORATION By: -------------------------- Name: Title: EXHIBIT FIVE AGGREGATE PLANNED PRINCIPAL BALANCES AND AGGREGATE TARGETED PRINCIPAL BALANCES
AGGREGATE PLANNED PRINCIPAL DISTRIBUTION DATE BALANCES-FOR-CLASS-A-1,-CLASS-A---- AGGREGATE TARGETED PRINCIPAL ------------------------2, CLASS A-7, CLASS A-8, CLASS A- ------BALANCES-FOR-CLASS-A-3-2----- 9, CLASS A-10, CLASS A-11 AND COMPONENT AND CLASS A-12 CERTIFICATES AND CLASS A-4 CERTIFICATES CLASS A-3-1 COMPONENT Initial Balance........ $250,000,000.00 $269,000,000.00 January 25, 2002....... 250,000,000.00 267,361,380.01 February 25, 2002...... 250,000,000.00 265,383,706.79 March 25, 2002......... 250,000,000.00 263,067,798.73 April 25, 2002......... 250,000,000.00 260,415,075.95 May 25, 2002........... 250,000,000.00 257,427,563.12 June 25, 2002.......... 250,000,000.00 254,107,890.73 July 25, 2002.......... 248,456,722.00 252,002,572.51 August 25, 2002 ....... 246,795,094.07 249,690,518.98 September 25, 2002..... 245,015,875.64 247,175,408.06 October 25, 2002....... 243,119,902.57 244,461,434.02 November 25, 2002...... 241,108,086.59 241,553,300.20 December 25, 2002...... 238,981,414.72 238,456,210.03 January 25, 2003....... 236,740,948.46 235,175,856.36 February 25, 2003...... 234,387,823.09 231,718,409.03 March 25, 2003......... 231,923,246.70 228,090,500.70 April 25, 2003......... 229,348,499.30 224,299,211.15 May 25, 2003........... 226,664,931.71 220,352,049.84 June 25, 2003.......... 223,873,964.49 216,256,936.95 July 25, 2003.......... 220,977,086.75 212,022,182.91 August 25, 2003 ....... 217,975,854.82 207,656,466.45 September 25, 2003..... 214,871,890.96 203,168,811.27 October 25, 2003....... 211,666,881.89 198,568,561.39 November 25, 2003...... 208,362,577.35 193,865,355.29 December 25, 2003...... 204,960,788.49 189,069,098.89 January 25, 2004....... 201,463,386.28 184,189,937.49 February 25, 2004...... 197,872,299.77 179,238,226.76 March 25, 2004......... 194,189,514.38 174,224,502.89 April 25, 2004......... 190,417,070.04 169,159,452.03 May 25, 2004........... 186,669,664.23 164,242,723.53 June 25, 2004.......... 182,947,135.94 159,471,003.16 July 25, 2004.......... 179,249,325.21 154,841,044.23 August 25, 2004 ....... 175,576,073.13 150,349,666.24 September 25, 2004..... 171,927,221.82 145,993,753.51 October 25, 2004....... 168,302,614.43 141,770,253.98 -1- Aggregate Planned Principal November 25, 2004...... $164,702,095.14 $137,676,177.86 December 25, 2004...... 161,125,509.16 133,708,596.46 January 25, 2005....... 157,572,702.67 129,864,640.90 February 25, 2005...... 154,043,522.90 126,141,501.00 March 25, 2005......... 150,537,818.06 122,536,424.05 April 25, 2005......... 147,055,437.34 119,046,713.67 May 25, 2005........... 143,596,230.93 115,669,728.72 June 25, 2005.......... 140,160,050.00 112,402,882.19 July 25, 2005.......... 136,746,746.69 109,243,640.08 August 25, 2005 ....... 133,356,174.09 106,189,520.41 September 25, 2005..... 129,988,186.28 103,238,092.11 October 25, 2005....... 126,642,638.27 100,386,974.07 November 25, 2005...... 123,319,386.04 97,633,834.10 December 25, 2005...... 120,018,286.48 94,976,387.96 January 25, 2006....... 116,739,197.44 92,412,398.41 February 25, 2006...... 113,481,977.70 89,939,674.29 March 25, 2006......... 110,246,486.95 87,556,069.54 April 25, 2006......... 107,032,585.82 85,259,482.38 May 25, 2006........... 103,840,135.82 83,047,854.35 June 25, 2006.......... 100,668,999.39 80,919,169.49 July 25, 2006.......... 97,519,039.87 78,871,453.46 August 25, 2006........ 94,390,121.49 76,902,772.75 September 25, 2006..... 91,282,109.36 75,011,233.80 October 25, 2006....... 88,194,869.48 73,194,982.26 November 25, 2006...... 85,128,268.73 71,452,202.16 December 25, 2006...... 82,082,174.86 69,781,115.19 January 25, 2007....... 79,092,824.26 68,252,853.79 February 25, 2007...... 76,123,554.99 66,792,086.12 March 25, 2007......... 73,174,236.98 65,397,146.39 April 25, 2007......... 70,244,741.01 64,066,403.53 May 25, 2007........... 67,334,938.70 62,798,260.42 June 25, 2007.......... 64,444,702.50 61,591,153.25 July 25, 2007.......... 61,573,905.70 60,443,550.81 August 25, 2007........ 58,722,422.41 59,353,953.90 September 25, 2007..... 55,890,127.54 58,320,894.62 October 25, 2007....... 53,076,896.84 57,342,935.77 November 25, 2007...... 50,282,606.86 56,418,670.23 December 25, 2007...... 47,529,184.99 55,524,670.31 January 25, 2008....... 44,911,361.89 54,598,140.74 February 25, 2008...... 42,376,823.74 53,656,000.47 March 25, 2008......... 39,923,015.62 52,699,397.18 -2- Aggregate Planned Principal April 25, 2008......... $37,547,459.63 $51,729,429.41 May 25, 2008........... 35,247,752.62 50,747,148.32 June 25, 2008.......... 33,021,563.92 49,753,559.38 July 25, 2008.......... 30,866,633.20 48,749,624.00 August 25, 2008........ 28,780,768.34 47,736,261.12 September 25, 2008..... 26,761,843.42 46,714,348.72 October 25, 2008....... 24,807,796.73 45,684,725.34 November 25, 2008...... 22,916,628.83 44,648,191.46 December 25, 2008...... 21,086,400.74 43,605,510.90 January 25, 2009....... 19,398,042.43 42,534,385.34 February 25, 2009...... 17,764,246.82 41,459,866.44 March 25, 2009......... 16,183,308.27 40,382,574.03 April 25, 2009......... 14,653,573.39 39,303,097.43 May 25, 2009........... 13,173,439.40 38,221,996.51 June 25, 2009.......... 11,741,352.63 37,139,802.84 July 25, 2009.......... 10,355,807.06 36,057,020.76 August 25, 2009........ 9,015,342.81 34,974,128.40 September 25, 2009..... 7,718,544.82 33,891,578.70 October 25, 2009....... 6,464,041.43 32,809,800.31 November 25, 2009...... 5,250,503.13 31,729,198.63 December 25, 2009...... 4,076,641.23 30,650,156.59 January 25, 2010....... 3,006,887.80 29,558,304.33 February 25, 2010...... 1,971,444.49 28,470,065.98 March 25, 2010......... 969,232.56 27,385,701.58 April 25, 2010......... 0.00 26,304,660.79 May 25, 2010........... 0.00 24,289,904.08 June 25, 2010.......... 0.00 22,309,893.40 July 25, 2010.......... 0.00 20,363,873.51 August 25, 2010........ 0.00 18,451,104.26 September 25, 2010..... 0.00 16,570,860.25 October 25, 2010....... 0.00 14,722,430.60 November 25, 2010...... 0.00 12,905,118.58 December 25, 2010...... 0.00 11,118,241.38 January 25, 2011....... 0.00 9,402,470.66 February 25, 2011...... 0.00 7,714,214.65 March 25, 2011......... 0.00 6,052,875.24 April 25, 2011......... 0.00 4,417,866.04 May 25, 2011........... 0.00 2,808,612.16 June 25, 2011.......... 0.00 1,225,723.64 July 25, 2011.......... 0.00 0.00 -3- Aggregate Planned Principal August 25, 2011 $0.00 $0.00 and thereafter......... -4-