Contract

by Residential Funding Mortgage Securities I Inc
September 11th, 2003

RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and BANK ONE, NATIONAL ASSOCIATION, Trustee SERIES SUPPLEMENT, DATED AS OF AUGUST 1, 2003, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF MARCH 1, 2003 Mortgage Pass-Through Certificates Series 2003-S15

TABLE OF CONTENTS PAGE DEFINITIONS Section 1.01 Definitions..........................................................-3- Section 1.02 Use of Words and Phrases............................................-12- ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the Standard Terms) ...................................................................-13- Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)....-13- Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company.............................................................-13- Section 2.04 Representations and Warranties of Sellers...........................-15- Section 2.05 Execution and Authentication of Certificates........................-18- 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) ...................................................................-20- Section 4.02 Distributions.......................................................-20- Section 4.03 Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting. (See Section 4.03 of the Standard Terms)...-28- 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)...........-28- Section 4.05 Allocation of Realized Losses.......................................-28- Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms).................................-29- Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms).....................................................-29- Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)..............-29- ARTICLE V THE CERTIFICATES ARTICLE VI THE COMPANY AND THE MASTER SERVICER ARTICLE VII DEFAULT ARTICLE VIII CONCERNING THE TRUSTEE ARTICLE IX TERMINATION 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...............................................................-34- Section 9.02 Additional Termination Requirements. (See Section 9.02 of the Standard Terms)..............................................................-35- Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms)..............................................................-35- ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms).....-36- Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms)................................-36- Section 10.03 Designation of REMIC(s).............................................-36- Section 10.04 Distributions on the Uncertificated Class A-V REMIC Regular Interests...................................................-36- Section 10.05 Compliance with Withholding Requirements............................-37- ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)................-38- Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard Terms).....................................................-38- Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the Standard Terms).....................................................-38- Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)...........-38- Section 11.05 Notices.............................................................-38- Section 11.06 Required Notices to Rating Agency and Subservicer...................-39- Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)-39- Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms).....................................................-39- Section 11.09 Allocation of Voting Rights.........................................-40-
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 March 1, 2003 This is a Series Supplement, dated as of August 1, 2003 (the "Series Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as of March 1, 2003 and attached as Exhibit Four hereto (the "Standard Terms" and, together with this Series Supplement, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company (together with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL ASSOCIATION, as Trustee (together with its permitted successors and assigns, the "Trustee"). PRELIMINARY STATEMENT The Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund. As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of Trust Fund, and subject to this Agreement (including the Mortgage Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (the "REMIC") for federal income tax purposes. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. -1- The following table sets forth the designation, type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and certain features for each Class of Certificates comprising the interests in the Trust Fund created hereunder.
AGGREGATE INITIAL CERTIFICATE PASS-THROUGH PRINCIPAL MATURITY MINIMUM DESIGNATION RATE BALANCE FEATURES1 DATE FITCH/ S&P DENOMINATIONS2 Class A-1 4.50% $ 225,076,000.00 Senior August 25, 2018 AAA/AAA $25,000 Senior/Principal Class A-P 0.00% $ 119,754.08 Only August 25, 2018 AAA/AAA $25,000 Senior/Interest Only/ Class A-V Variable Rate $ 0.00 Variable Strip August 25, 2018 AAA/AAA 20% Class R 4.50% $ 100.00 Senior/Residual August 25, 2018 AAA/AAA 20% Class M-1 4.50% $ 1,024,700.00 Mezzanine August 25, 2018 NA/AA $25,000 Class M-2 4.50% $ 455,400.00 Mezzanine August 25, 2018 NA/A $250,000 Class M-3 4.50% $ 455,400.00 Mezzanine August 25, 2018 NA/BBB $250,000 Class B-1 4.50% $ 227,700.00 Subordinate August 25, 2018 NA/BB $100,000 Class B-2 4.50% $ 113,900.00 Subordinate August 25, 2018 NA/B $100,000 Class B-3 4.50% $ 227,734.21 Subordinate August 25, 2018 NA/NA $100,000
The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of $227,700,688.29. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: - -------- 1 The Class A-1 Certificates 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%. -2- DEFINITIONS Section 1.01 Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Bankruptcy Amount: As of any date of determination prior to the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement. As of any date of determination on or after the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (1) the lesser of (a) the Bankruptcy Amount calculated as of the close of business on the Business Day immediately preceding the most recent anniversary of the Cut-off Date coinciding with or preceding such date of determination (or, if such date of determination is an anniversary of the Cut-off Date, the Business Day immediately preceding such date of determination) (for purposes of this definition, the "Relevant Anniversary") and (b) the greater of (A) the greater of (i) 0.0006 times the aggregate principal balance of all the Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary (other than Additional Collateral Loans, if any) having a Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000; and (B) the greater of (i) the product of (x) an amount equal to the largest difference in the related Monthly Payment for any Non-Primary Residence Loan remaining in the Mortgage Pool (other than Additional Collateral Loans, if any) which had an original Loan-to-Value Ratio of 80% or greater that would result if the Net Mortgage Rate thereof was equal to the weighted average (based on the principal balance of the Mortgage Loans as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage Loans as of the Relevant Anniversary less 1.25% per annum, (y) a number equal to the weighted average remaining term to maturity, in months, of all Non-Primary Residence Loans remaining in the Mortgage Pool as of the Relevant Anniversary, and (z) one plus the quotient of the number of all Non- Primary Residence Loans remaining in the Mortgage Pool divided by the total number of Outstanding Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary, and (ii) $50,000, over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the Relevant Anniversary. -3- 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 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 2003-S15" 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, plus (ii) any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.02, 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 further reduced by an amount equal to the Percentage Interest evidenced by such Certificate multiplied by the excess, if any, of (A) the then aggregate Certificate Principal Balance of all Classes of Certificates then outstanding over (B) the then aggregate Stated Principal Balance of the Mortgage Loans. Class A Certificate: Any one of the Class A-1, Class A-P or Class A-V Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A. Class R Certificate: Any one of the Class R Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D and evidencing an interest designated as a "residual interest" in the REMIC for purposes of the REMIC Provisions. -4- Closing Date: August 28, 2003. 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 2003-S15. Cut-off Date: August 1, 2003. Determination Date: With respect to any Distribution Date, the second Business Day prior to such Distribution Date. Discount Net Mortgage Rate: 4.50% per annum. Due Period: With respect to each Distribution Date and any Mortgage Loan, the calendar month of such Distribution Date. 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 third anniversary of the Cut-off Date, an amount equal to 1.0% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement since the Cut-off Date up to such date of determination and (Y) from the third to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero. The Fraud Loss Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. -5- 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: $126,052 representing scheduled principal amortization and interest at the Net Mortgage Rate during the month of August 2003, 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 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: 0.45% Class B-1: 0.10% Class M-2: 0.20% Class B-2: 0.05% Class M-3: 0.20% Class B-3: 0.10% Interest Only Certificates: Any one of the Class A-V Certificates. The Interest Only Certificates will have no Certificate Principal Balance. Interest Accrual Period: With respect to any Certificates and any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. Maturity Date: With respect to each Class of Certificates, August 25, 2018, 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"); -6- (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 Distribution Date, with respect to any Class A-V Certificates, the aggregate Stated Principal Balance of the 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). For federal income tax purposes, as of any Distribution Date, with respect to any Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). Pass-Through Rate: With respect to the Class A Certificates (other than the Class A-V Certificates), Class M Certificates, Class B Certificates and Class R Certificates and any Distribution Date, the per annum rates set forth in the Preliminary Statement hereto. With respect to the Class A-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 Due Date in the month preceding the month of such Distribution Date). With respect to the Class A-V Certificates and the initial Distribution Date, the Pass-Through Rate is equal to 0.3150% 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 Due Date in the month preceding the month of such Distribution Date). The Principal Only Certificates have no Pass-Through Rate and are not entitled to Accrued Certificate Interest. 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 Assumption: A prepayment assumption of 300% of the prepayment speed assumption, used for determining the accrual of original issue discount and market discount and -7- 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 September 2008 (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 is outstanding with a Certificate Principal Balance greater than zero: (a) in the case of the Class of Subordinate Certificates then outstanding with the Highest Priority and each other Class of Subordinate Certificates for which the related Prepayment Distribution Trigger has been satisfied, a fraction, expressed as a percentage, the numerator of which is the Certificate Principal Balance of such Class immediately prior to such date and the denominator of which is the sum of the Certificate Principal Balances immediately prior to such date of (1) the Class of Subordinate Certificates then outstanding with the Highest Priority and (2) all other Classes of Subordinate Certificates for which the respective Prepayment Distribution Triggers have been satisfied; and (b) in the case of each other Class of Subordinate Certificates for which the Prepayment Distribution Triggers have not been satisfied, 0%; and (iii) Notwithstanding the foregoing, if the application of the foregoing percentages on any Distribution Date as provided in Section 4.02 of this Series Supplement (determined without regard to the proviso to the definition of "Subordinate Principal Distribution Amount") would result in a distribution in respect of principal of any Class or Classes of Subordinate Certificates in an amount greater than the remaining Certificate Principal Balance thereof (any such class, a "Maturing Class"), then: (a) the Prepayment Distribution Percentage of each Maturing Class shall be reduced to a level that, when applied as described above, would exactly reduce the Certificate Principal Balance of such Class to zero; (b) the Prepayment Distribution Percentage of each other Class of Subordinate Certificates (any such Class, a "Non-Maturing Class") shall be recalculated in accordance with the provisions in paragraph (ii) above, as if the Certificate Principal Balance of each Maturing Class had been reduced to zero (such percentage as recalculated, the "Recalculated Percentage"); (c) the total amount of the reductions in the Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to clause (a) of this sentence, expressed as an aggregate percentage, shall be allocated among the Non-Maturing Classes in proportion to their respective Recalculated -8- 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. Scheduled Final Distribution Date: August 25, 2018. Senior Certificate: Any one of the Class A Certificates or Class R Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit D, respectively. Senior Percentage: As of any Distribution Date, the lesser of 100% and a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Senior Certificates (other than the Class A-P Certificates) immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Senior Principal Distribution Amount: As to any Distribution Date, the lesser of (a) the balance of the Available Distribution Amount remaining after the distribution of all amounts required to be distributed pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series Supplement, or, after the Credit Support Depletion Date, the amount required to be distributed to the Class A-P Certificateholders pursuant to Section 4.02(c) of this Series Supplement and (b) the sum of the amounts required to be distributed to the Senior Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y) of this Series Supplement. Special Hazard Amount: As of any Distribution Date, an amount equal to $2,350,119 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 -9- 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 50.0% (which percentage is equal to the percentage of Mortgage Loans initially secured by Mortgaged Properties located in the State of California) and (ii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property located in the State of California. The Special Hazard Amount may be further reduced by the Master Servicer (including accelerating the manner in which coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Subordinate Principal Distribution Amount: With respect to any Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i) the product of (x) the related Subordinate Class Percentage for such Class and (y) the aggregate of the amounts calculated for such Distribution Date under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement (without giving effect to the Senior Percentage) to the extent not payable to the Senior Certificates; (ii) such Class's pro rata share, based on the Certificate Principal Balance of each Class of Subordinate Certificates then outstanding, of the principal collections described in Section 4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving effect to the Senior Accelerated Distribution Percentage) to the extent such collections are not otherwise distributed to the Senior Certificates; (iii) the product of (x) the related Prepayment Distribution Percentage and (y) the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments with respect to a Discount Mortgage Loan) to the extent not payable to the Senior Certificates; (iv) if such Class is the Class of Subordinate Certificates with the Highest Priority, any Excess Subordinate Principal Amount for such Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii) as determined for any previous Distribution Date, that remain undistributed to the extent that such amounts are not attributable to Realized Losses which have been allocated to a Class of Subordinate Certificates minus (b) the sum of (i) with respect to the Class of Subordinate Certificates with the Lowest Priority, any Excess Subordinate Principal -10- Amount for such Distribution Date; and (ii) the Capitalization Reimbursement Amount for such Distribution Date, other than the related Discount Fraction of any portion of that amount related to each Discount Mortgage Loan, multiplied by a fraction, the numerator of which is the Subordinate Principal Distribution Amount for such Class of Subordinate Certificates, without giving effect to this clause (b)(ii), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates other than the Class A-P Certificates, without giving effect to any reductions for the Capitalization Reimbursement Amount. Trust Fund: The segregated pool of assets 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 (other than Monthly Payments due in the month of 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 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, (v) the Initial Monthly Payment Fund, and (vi) all proceeds of clauses (i) through (v) above. Uncertificated 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 were equal to the related Uncertificated Class A-V REMIC Pass-Through Rate and the notional amount of such uncertificated interest were equal to the related Uncertificated Class A-V REMIC Notional Amount, and any reduction in the amount of Accrued Certificate Interest resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts to the Class A-V Certificateholders pursuant to Section 4.05 hereof shall be allocated to the Uncertificated Class A-V REMIC Regular Interests pro rata in accordance with the amount of interest accrued with respect to each related Uncertificated 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 Stated Principal Balance of the related Mortgage Loan. Uncertificated Class A-V REMIC Pass-Through Rate: With respect to each Uncertificated Class A-V REMIC Regular Interest, a per annum rate equal to the Pool Strip Rate with respect to the related Mortgage Loan. -11- 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 A-V REMIC Regular Interests for such Distribution Date pursuant to Section 4.08(a). Uncertificated Class A-V REMIC Regular Interests: The 532 uncertificated partial undivided beneficial ownership interests in the Trust Fund, relating to each Non-Discount Mortgage Loan having a Net Mortgage Rate greater than 4.50%, numbered sequentially from 1 through 532, each relating to the particular Non-Discount Mortgage Loan identified by sequential number on the Mortgage Loan Schedule, each having no principal balance, and each bearing interest at a per annum rate equal to the respective Pool Strip Rate on the Stated Principal Balance of the related Non-Discount Mortgage Loan. 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. -12- ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the Standard Terms) Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms) Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company. (a) For representations, warranties and covenants of the Master Servicer, see Section 2.03(a) of the Standard Terms. (b) The Company hereby represents and warrants to the Trustee for the benefit of Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the date so specified): (i) No Mortgage Loan is 30 or more days Delinquent in payment of principal and interest as of the Cut-off Date and no Mortgage Loan has been so Delinquent more than once in the 12-month period prior to the Cut-off Date; (ii) The information set forth in Exhibit One hereto with respect to each Mortgage Loan or the Mortgage Loans, as the case may be, is true and correct in all material respects at the date or dates respecting which such information is furnished; (iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage loans with level Monthly Payments due, with respect to a majority of the Mortgage Loans, on the first day of each month and terms to maturity at origination or modification of not more than 15 years; (iv) To the best of the Company's knowledge, if a Mortgage Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy that insures that (a) at least 25% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least 12% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01%, and (c) at least 6% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of the Company's knowledge, each such Primary Insurance Policy is in full force and effect and the Trustee is entitled to the benefits thereunder; (v) The issuers of the Primary Insurance Policies are insurance companies whose claims-paying abilities are currently acceptable to each Rating Agency; -13- (vi) No more than 1.1% of the Mortgage Loans by aggregate Cut-off Date Principal Balance are secured by Mortgaged Properties located in any one zip code area in California and no more than 1.1% of the Mortgage Loans by aggregate Cut- Off Date Principal Balance 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) No more than 26.1% of the Mortgage Loans by aggregate Cut-off Date Principal Balance 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 -14- property at the time of origination of the refinanced Mortgage Loan or (b) the Loan- to-Value Ratio of the Mortgage Loan as of the date of origination of the Mortgage Loan generally meets the Company's underwriting guidelines; (xvi) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; (xvii) None of the Mortgage Loans contains in the related Mortgage File a Destroyed Mortgage Note; and (xviii)None of the Mortgage Loans are Pledged Asset Loans or Additional Collateral Loans. 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. 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 -15- 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. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to Section 4 of the Assignment Agreement was the representation and warranty set forth in clause (xxxii) of Section 4 thereof, then the Master Servicer shall request that Residential Funding pay to the Trust Fund, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust Fund, and that directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter, concurrently with such payment. 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 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 -16- 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 and to make any additional payments required under the Assignment Agreement in connection with a breach of the representation and warranty in clause (xxxii) of Section 4 thereof 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. -17- 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. -18- ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS (SEE ARTICLE III OF THE STANDARD TERMS) -19- ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms) Section 4.02 Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (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) 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(e), the sum of the following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): (A) the Senior Percentage for such Distribution Date times the sum of the following: -20- (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) including Subsequent Recoveries 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 -21- 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; (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; minus (F) the Capitalization Reimbursement Amount for such Distribution Date, other than the related Discount Fraction of any portion of that amount related to each Discount Mortgage Loan, multiplied by a fraction, the numerator of which is the Senior Principal Distribution Amount, without giving effect to this clause (F), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates other than the Class A-P Certificates, without giving effect to any reductions for the Capitalization Reimbursement Amount; (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; -22- (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 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; -23- (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; (xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; (xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a) (xv) of this Series Supplement are insufficient therefor; (xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; (xvi) to the Senior Certificates, in the priority set forth in Section 4.02(b) of this Series Supplement, the portion, if any, of the Available Distribution Amount remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the Available Distribution Amount remaining after the Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and -24- (xvii) to the Class R Certificates, the balance, if any, of the Available Distribution Amount. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate Certificates are no longer outstanding, the Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that (1) a shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates results from an interest rate reduction in connection with a Servicing Modification, or (2) 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. (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, Subsequent Recoveries 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 -25- 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; minus (F) the related Discount Fraction of the portion of the Capitalization Reimbursement Amount for such Distribution Date, if any, related to each Discount Mortgage Loan; and (ii) the Senior Principal Distribution Amount shall be distributed to the Class R Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iii) the balance of the Senior Principal Distribution Amount remaining after the distribution, if any, described in clause (ii) above shall be distributed to the Class A-1 Certificates, until the Certificate Principal Balance 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 of principal among 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) 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. -26- (e) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such funds into the Custodial Account pursuant to Section 3.07(b)(iii). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Subordinate Certificates with the Highest Priority to which Realized Losses, other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses and Extraordinary Losses, have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. The amount of any remaining Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Lower Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. Any remaining Subsequent Recoveries will in turn be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Lower Priority up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (f) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be solely responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Registrar, the Company or the Master Servicer shall have any responsibility therefor. (g) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Master Servicer shall, no later than the Determination Date in the month of such final distribution, notify the Trustee and the Trustee shall, no later than two (2) Business Days after such Determination Date, mail on such date to each Holder of such Class of Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the related Interest Accrual Period. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to 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). -27- Section 4.03 Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting. (See Section 4.03 of the Standard Terms) Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer. (See Section 4.04 of the Standard Terms) Section 4.05 Allocation of Realized Losses. Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized Losses, if any, that resulted from any Cash Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a Servicing Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the reduction in the interest portion of the Monthly Payment due during the related Due Period. The amount of each Realized Loss shall be evidenced by an Officers' Certificate. All Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first, to the Class B-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class B-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class B-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and, thereafter, if any such Realized Losses are on a Discount Mortgage Loan, to the Class A-P Certificates in an amount equal to the Discount Fraction of the principal portion thereof, 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-V Certificates and Class A-P Certificates) in the case of the principal portion of such loss on a pro rata basis and among all of the Senior Certificates (other than the Class A-P Certificates) in the case of the interest portion of such loss 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. Except as provided in the -28- 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; provided that no such reduction shall reduce the aggregate Certificate Principal Balance of the Certificates below the aggregate Stated Principal Balance of the Mortgage Loans. 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 (other than any interest rate reduction resulting from a Servicing Modification) 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 interest portion of a Realized Loss resulting from an interest rate reduction in connection with a Servicing Modification shall be made by operation of the provisions of Section 4.02(a). Allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of Section 4.02(a). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby; provided that if any Subclasses of the Class A-V Certificates have been issued pursuant to Section 5.01(c), such Realized Losses and other losses allocated to the Class A-V Certificates shall be allocated among such Subclasses in proportion to the respective amounts of Accrued Certificate Interest payable on such Distribution Date that would have resulted absent such reductions. Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms) Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms) Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms) -29- ARTICLE V THE CERTIFICATES (SEE ARTICLE V OF THE STANDARD TERMS) -30- ARTICLE VI THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD TERMS) -31- ARTICLE VII DEFAULT (SEE ARTICLE VII OF THE STANDARD TERMS) -32- ARTICLE VIII CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD TERMS) -33- ARTICLE IX TERMINATION 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. The purchase price paid by the Master Servicer shall also include any amounts owed by Residential Funding pursuant to Section (4) of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause (xxxii) of such Section that remain unpaid on the date of such purchase. 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 -34- 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) - (e) (See Section 9.01(b) - (e) of the Standard Terms Section 9.02 Additional Termination Requirements. (See Section 9.02 of the Standard Terms) Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms) -35- ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms) Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms) Section 10.03 Designation of REMIC(s). The REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of Trust Fund, and subject to this Agreement (including the Mortgage Loans but excluding the Initial Monthly Payment Fund) as a REMIC for federal income tax purposes. The Class A-1, Class A-P, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the rights in and to which will be represented by the Class A-V Certificates, will be "regular interests" in the REMIC, and the Class R Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined in the Standard Terms) under federal income tax law. On and after the date of issuance of any Subclass of Class A-V Certificates pursuant to Section 5.01(c) of the Standard Terms, any such Subclass will represent the Uncertificated Class A-V REMIC Regular Interest or Interests specified by the initial Holder of the Class A-V Certificates pursuant to said Section. Section 10.04 Distributions on the Uncertificated 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, Uncertificated Accrued Interest on the Uncertificated Class A-V REMIC Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date. (b) In determining from time to time the Uncertificated 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 Section 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 10.04. The amount deemed distributable hereunder with respect to the Class A-V Certificates shall equal 100% of the amounts payable with respect to the Uncertificated Class A-V REMIC Regular Interests. -36- (d) Notwithstanding the deemed distributions on the Uncertificated Class A-V REMIC Regular Interests described in this Section 10.04, distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. Section 10.05 Compliance with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Trustee or any Paying Agent, as applicable, shall comply with all federal withholding requirements respecting payments to Certificateholders, including interest or original interest discount payments or advances thereof that the Trustee or any Paying Agent, as applicable, reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or any Paying Agent, as applicable, does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or any Paying Agent, as applicable, shall indicate the amount withheld to such Certificateholder pursuant to the terms of such requirements. -37- 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 Trustee Corporate Trust Office The Trustee designates its agent's offices located at c/o DTC Transfer Services 55 Water Street, 1st Floor-Jeanette Park Entrance New York, New York 10041, for the purposes of Section 8.12 of the Standard Terms 55 Water Street Standard and Poor's New York, New York 10041 Fitch One State Street Plaza 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. -38- 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, (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. (See Section 11.07 of the Standard Terms) Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms) -39- Section 11.09 Allocation of Voting Rights. 98.0% of all Voting Rights shall be allocated among Holders of Certificates, other than the 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-V Certificates in accordance with their respective Percentage Interests; and 1.0% of all Voting Rights shall be allocated among the Holders of the Class R Certificates, respectively, in accordance with their respective Percentage Interests. -40- 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: /s/ Joe Orning By: /s/ Mark White Name: Joe Orning Name: Mark White Title: Vice President Title: Vice President [Seal] RESIDENTIAL FUNDING CORPORATION Attest: /s/ Mark White By: /s/ Joe Orning Name: Mark White Name: Joe Orning Title: Associate Title: Associate [Seal] BANK ONE, NATIONAL ASSOCIATION as Trustee Attest: /s/ R. Tarnas ---------------------------------------- Name: R. Tarnas By: /s/ Keith R. Richardson Title: Vice President Name: Keith R. Richardson Title: Vice President -41- STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 28th day of August, 2003 before me, a notary public in and for said State, personally appeared Mark White, 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] -42- STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 28th day of August, 2003 before me, a notary public in and for said State, personally appeared Joe Orning, known to me to be an Associate 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] -43- STATE OF ILLINOIS ) ) ss.: COUNTY OF COOK ) On the 28th day of August, 2003 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] -44- EXHIBIT ONE MORTGAGE LOAN SCHEDULE (Available Upon Request) RUN ON : 08/21/03 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 15.20.52 FIXED PASSTHRU REPORT AMORTIZED BALANCE SERIES : RFMSI 2003-S15 CUTOFF : 08/01/03 POOL : 0004726 : : 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 --------------------------------------------------------------------------- 8369490 .2500 357,356.31 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8370668 .2500 385,909.59 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8370908 .2500 352,447.03 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8371750 .2500 468,533.83 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8371872 .2500 382,202.13 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8371906 .2500 393,952.04 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 1 8373162 .2500 353,883.79 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8378224 .2500 288,926.31 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8379134 .2500 922,784.65 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8380544 .2500 266,519.94 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8390146 .2500 230,534.27 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8394108 .2500 400,480.25 .0800 4.8750 .0000 4.6250 .0000 4.5450 .0000 4.5000 .0450 8398184 .2500 136,104.75 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8398250 .2500 423,160.25 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 1 8398412 .2500 233,658.73 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8402518 .2500 460,271.53 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8402940 .2500 361,627.69 .0800 4.8750 .0000 4.6250 .0000 4.5450 .0000 4.5000 .0450 8403466 .2500 488,204.75 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8404004 .2500 533,973.66 .0800 4.8750 .0000 4.6250 .0000 4.5450 .0000 4.5000 .0450 8405268 .2500 346,215.84 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8407346 .2500 372,031.95 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8408422 .2500 73,629.24 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 1 8409530 .2500 383,574.59 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8411096 .2500 487,170.52 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8411188 .2500 332,888.73 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8411220 .2500 221,205.60 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8412734 .2500 366,374.15 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8412850 .2500 429,337.77 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8412944 .2500 239,102.10 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8413532 .2500 411,000.00 .0800 5.1250 .0000 4.8750 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4.7950 .0000 4.5000 .2950 1 8510066 .2500 280,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8510080 .2500 621,500.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8510104 .2500 169,000.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8510438 .2500 401,500.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8510980 .2500 420,000.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8515324 .2500 375,000.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8515534 .2500 505,000.00 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8516056 .2500 408,482.03 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 1 8516250 .2500 428,391.26 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8518216 .2500 396,277.38 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8518290 .2500 120,000.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8520188 .2500 374,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8521780 .2500 423,000.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8521854 .2500 150,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8522300 .2500 443,000.00 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8522590 .2500 191,000.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 1 8522630 .2500 173,000.00 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8522632 .2500 399,995.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8523702 .2500 376,000.00 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8525000 .2500 428,000.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8525578 .2500 352,678.44 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8526472 .2500 378,622.31 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8526482 .2500 421,000.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8526540 .2500 382,143.07 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 1 8526890 .2500 421,878.98 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8527166 .2500 50,000.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8527606 .2500 370,500.00 .0800 4.8750 .0000 4.6250 .0000 4.5450 .0000 4.5000 .0450 8527680 .2500 986,450.00 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8527900 .2500 428,000.00 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8530475 .2500 319,770.46 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8532218 .2500 160,000.00 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8532628 .2500 453,000.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 1 8532722 .2500 94,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8533230 .2500 399,950.00 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8533520 .2500 470,252.47 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8533542 .2500 720,323.18 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8534176 .2500 597,824.70 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8534192 .2500 466,007.29 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8534212 .2500 453,315.42 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8534218 .2500 525,197.92 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 1 8538588 .2500 382,000.00 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8538592 .2500 408,300.00 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8539030 .2500 395,850.00 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8539458 .2500 381,000.00 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8540990 .2500 532,500.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8541304 .2500 802,019.59 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8541728 .2500 50,000.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 4.5000 .7950 8542700 .2500 312,000.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 1 8543090 .2500 450,000.00 .0800 4.8750 .0000 4.6250 .0000 4.5450 .0000 4.5000 .0450 8543236 .2500 397,000.00 .0800 4.8750 .0000 4.6250 .0000 4.5450 .0000 4.5000 .0450 8545692 .2500 64,000.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 4.5000 .9200 8545701 .2500 297,734.97 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8545748 .2500 509,000.00 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8545798 .2500 607,000.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8545970 .2500 492,000.00 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8546036 .2500 129,600.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 1 8546252 .2500 430,000.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8546528 .2500 480,000.00 .0300 4.7500 .0000 4.5000 .0000 4.4700 .0000 4.4700 .0000 8547090 .2500 60,000.00 .0300 4.7500 .0000 4.5000 .0000 4.4700 .0000 4.4700 .0000 8550668 .2500 693,000.00 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8555395 .2500 375,839.60 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8562263 .2500 22,970.26 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 4.5000 .9200 8580837 .2500 336,657.94 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8590545 .2500 333,557.99 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 1 8592431 .2500 308,665.43 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8594105 .2500 329,468.97 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8599391 .2500 315,020.31 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8599423 .2500 252,737.55 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8599481 .2500 321,943.84 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8624369 .2500 325,167.91 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 4.5000 .7950 8629181 .2500 204,936.27 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8637179 .2500 318,482.06 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 1 8640643 .2500 392,617.34 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8647685 .2500 288,814.50 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8652141 .2500 329,371.93 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 4.5000 .7950 8654223 .2500 331,171.69 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 4.5000 .7950 8654251 .2500 541,887.26 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8658393 .2500 319,174.43 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8667617 .2500 394,015.64 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8667635 .2500 920,759.66 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 1 8672929 .2500 33,372.67 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 4.5000 .9200 8673901 .2500 268,056.19 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8678865 .2500 34,617.59 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8682735 .2500 277,718.33 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8689021 .2500 332,094.47 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8689037 .2500 310,129.73 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8698367 .2500 306,158.79 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8702591 .2500 34,047.02 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 4.5000 .9200 1 8707041 .2500 384,683.96 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8707931 .2500 387,195.33 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8716051 .2500 68,503.79 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8716543 .2500 315,291.93 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8717519 .2500 270,242.49 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8718941 .2500 951,659.70 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8728541 .2500 298,460.80 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8728551 .2500 319,064.30 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 1 8729963 .2500 324,517.06 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8742497 .2500 349,938.31 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8742953 .2500 992,732.80 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8743351 .2500 379,022.73 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8745131 .2500 411,106.56 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8746223 .2500 494,159.12 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8747013 .2500 533,097.48 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8747015 .2500 374,260.25 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 1 8747921 .2500 358,672.69 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8748065 .2500 582,062.79 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8748587 .2500 383,778.45 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8752305 .2500 178,678.15 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8752337 .2500 69,993.02 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8755599 .2500 391,106.62 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8756685 .2500 99,273.27 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8757377 .2500 320,832.59 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 1 8757385 .2500 224,691.02 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8758661 .2500 615,446.98 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8761901 .2500 576,733.38 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8761967 .2500 259,037.39 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8762331 .2500 840,818.48 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8762395 .2500 390,578.81 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8762433 .2500 262,534.59 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8766285 .2500 508,151.01 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 1 8768657 .2500 476,511.73 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8768661 .2500 903,386.80 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8768933 .2500 44,838.56 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8771707 .2500 576,777.76 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8772091 .2500 394,969.14 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 4.5000 .7950 8773345 .2500 165,896.36 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8773355 .2500 310,868.85 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8773367 .2500 417,480.92 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 1 8777861 .2500 37,866.52 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 4.5000 .9200 8778417 .2500 625,723.20 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8780811 .2500 498,206.25 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8790341 .2500 397,123.41 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8795703 .2500 252,979.49 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8796687 .2500 371,558.43 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8796693 .2500 595,685.11 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8796695 .2500 332,590.87 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 1 8796703 .2500 364,630.75 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8796707 .2500 575,740.71 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8796711 .2500 456,621.95 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 8796761 .2500 380,610.86 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8796767 .2500 357,383.79 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 4.5000 .5450 8796777 .2500 368,367.97 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8798055 .2500 264,547.51 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 4.5000 .6700 8804813 .2500 378,607.76 .0800 5.2500 .0000 5.0000 .0000 4.9200 .0000 4.5000 .4200 1 8806603 .2500 271,978.63 .0800 5.0000 .0000 4.7500 .0000 4.6700 .0000 4.5000 .1700 8811265 .2500 200,240.12 .0800 4.8750 .0000 4.6250 .0000 4.5450 .0000 4.5000 .0450 8813101 .2500 500,000.00 .0800 5.1250 .0000 4.8750 .0000 4.7950 .0000 4.5000 .2950 8813277 .2500 413,431.10 .0800 4.8750 .0000 4.6250 .0000 4.5450 .0000 4.5000 .0450 TOTAL NUMBER OF LOANS: 562 TOTAL BALANCE........: 227,700,688.29 RUN ON : 08/21/03 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 15.20.52 INITIAL SECURITY FEES AMORTIZED BALANCE SERIES : RFMSI 2003-S15 FIXED SUMMARY REPORT CUTOFF : 08/01/03 POOL : 0004726 : : POOL STATUS: F WEIGHTED AVERAGES FROM TO --------------------------------------------------------------------------- CURR NOTE RATE 5.1401 4.5000 5.7500 RFC NET RATE 4.8901 4.2500 5.5000 NET MTG RATE(INVSTR RATE) 4.8126 4.2200 5.4200 POST STRIP RATE 4.4976 4.2200 4.5000 SUB SERV FEE .2500 .2500 .2500 MSTR SERV FEE .0775 .0300 .0800 ALL EXP .0000 .0000 .0000 MISC EXP .0000 .0000 .0000 SPREAD .0000 .0000 .0000 STRIP .3150 .0000 .9200 TOTAL NUMBER OF LOANS: 562 TOTAL BALANCE........: 227,700,688.29 *************************** * END OF REPORT * *************************** RUN ON : 08/21/03 RFC DISCLOSURE SYSTEM RFFSD177-01 AT : 15.20.52 FIXED RATE LOAN LISTING AMORTIZED BALANCE SERIES : RFMSI 2003-S15 CUTOFF : 08/01/03 POOL : 0004726 : : 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 # ______________________________________________________________________________ 8369490 E23/G01 F 360,000.00 ZZ 180 357,356.31 1 5.250 2,893.96 50 5.000 2,893.96 BAKERSFIELD CA 93311 2 05/02/03 00 0435846050 03 07/01/03 0 51028430 O 06/01/18 0 8370668 E23/G01 F 389,000.00 ZZ 180 385,909.59 1 5.375 3,152.71 63 5.125 3,152.71 ESCONDIDO CA 92029 2 05/05/03 00 0435883574 03 07/01/03 0 11019157 O 06/01/18 0 8370908 E23/G01 F 355,000.00 ZZ 180 352,447.03 1 5.500 2,900.65 38 5.250 2,900.65 WALNUT CREEK CA 94598 2 05/15/03 00 0435927314 05 07/01/03 0 61011522 O 06/01/18 0 8371750 714/G01 F 472,000.00 ZZ 180 468,533.83 1 5.250 3,794.30 64 5.000 3,794.30 MEQUON WI 53092 5 05/16/03 00 0435924071 03 07/01/03 0 1 1 O 06/01/18 0 8371872 367/367 F 385,000.00 ZZ 180 382,202.13 1 5.375 3,120.29 56 5.125 3,120.29 BETHESDA MD 20816 2 05/12/03 00 99194933 05 07/01/03 0 99194933 O 06/01/18 0 8371906 U55/G01 F 399,000.00 ZZ 120 393,952.04 1 5.375 4,305.53 50 5.125 4,305.53 LEXINGTON MA 02421 5 05/22/03 00 0436037162 05 07/01/03 0 1 O 06/01/13 0 8373162 E23/G01 F 360,000.00 ZZ 180 353,883.79 1 5.375 2,917.68 38 5.125 2,917.68 SANTA ROSA CA 95403 5 05/21/03 00 0435937099 03 07/01/03 0 62007989 O 06/01/18 0 8378224 E22/G01 F 290,000.00 ZZ 180 288,926.31 1 5.125 2,312.23 67 4.875 2,312.23 ROCHESTER MI 48306 2 06/12/03 00 0417294626 05 08/01/03 0 0417294626 O 07/01/18 0 8379134 Q31/G01 F 926,250.00 ZZ 180 922,784.65 1 5.000 7,324.73 65 4.750 7,324.73 SAN DIEGO CA 92109 1 06/12/03 00 0436102305 01 08/01/03 0 SD893755 O 07/01/18 0 1 8380544 E82/G01 F 267,500.00 ZZ 180 266,519.94 1 5.250 2,150.37 54 5.000 2,150.37 AGOURA HILLS CA 91301 2 06/13/03 00 0400842464 03 08/01/03 0 0400842464 O 07/01/18 0 8390146 E82/G01 F 231,400.00 ZZ 180 230,534.27 1 5.000 1,829.90 38 4.750 1,829.90 PARADISE VA AZ 85253 2 06/17/03 00 0400854402 05 08/01/03 0 0400854402 O 07/01/18 0 8394108 X64/G01 F 402,000.00 ZZ 180 400,480.25 1 4.875 3,152.88 37 4.625 3,152.88 BIRMINGHAM MI 48009 2 06/18/03 00 0436043004 05 08/01/03 0 0000008673 O 07/01/18 0 8398184 E82/G01 F 136,600.00 ZZ 180 136,104.75 1 5.375 1,107.10 85 5.125 1,107.10 ALBUQUERQUE NM 87123 2 06/20/03 04 0400850509 05 08/01/03 12 0400850509 O 07/01/18 0 8398250 E82/G01 F 424,700.00 ZZ 180 423,160.25 1 5.375 3,442.05 57 5.125 3,442.05 WHITE PLAINS NY 10606 2 06/19/03 00 0400839874 05 08/01/03 0 0400839874 O 07/01/18 0 8398412 E82/G01 F 234,500.00 ZZ 180 233,658.73 1 5.500 1,916.06 75 5.250 1,916.06 1 STATEN ISLAND NY 10306 2 06/19/03 00 0400803888 05 08/01/03 0 0400803888 O 07/01/18 0 8402518 E22/G01 F 462,000.00 ZZ 180 460,271.53 1 5.000 3,653.47 58 4.750 3,653.47 IRVINE CA 92620 2 06/18/03 00 0417445319 03 08/01/03 0 0417445319 O 07/01/18 0 8402940 H58/G01 F 363,000.00 ZZ 180 361,627.69 1 4.875 2,847.00 32 4.625 2,847.00 BERKELEY CA 94708 2 06/02/03 00 0436047674 05 08/01/03 0 0000155350 O 07/01/18 0 8403466 H58/G01 F 490,000.00 ZZ 180 488,204.75 1 5.250 3,939.00 70 5.000 3,939.00 PETALUMA CA 94954 5 06/03/03 00 0436071351 05 08/01/03 0 0000166539 O 07/01/18 0 8404004 L46/L46 F 536,000.00 ZZ 180 533,973.66 1 4.875 4,203.84 69 4.625 4,203.84 DALLAS TX 75252 2 06/23/03 00 0001027135 03 08/01/03 0 0001027135 O 07/01/18 0 8405268 696/G01 F 350,000.00 ZZ 180 346,215.84 1 5.500 2,859.79 57 5.250 2,859.79 ALEXANDRIA VA 22304 2 04/28/03 00 0436036677 05 06/01/03 0 25903071 O 05/01/18 0 1 8407346 E82/G01 F 373,400.00 ZZ 180 372,031.95 1 5.250 3,001.68 51 5.000 3,001.68 SAN MATEO CA 94404 2 06/20/03 00 0400847646 03 08/01/03 0 0400847646 O 07/01/18 0 8408422 K15/G01 F 73,900.00 ZZ 180 73,629.24 1 5.250 594.07 57 5.000 594.07 CLARENCE NY 14032 5 06/12/03 00 0436064158 05 08/01/03 0 029505517198 O 07/01/18 0 8409530 X51/G01 F 385,000.00 ZZ 180 383,574.59 1 5.125 3,069.68 60 4.875 3,069.68 OREGON CITY OR 97045 5 06/19/03 00 0436051254 05 08/01/03 0 0030523008 O 07/01/18 0 8411096 E22/G01 F 489,000.00 TX 180 487,170.52 1 5.000 3,866.98 60 4.750 3,866.98 AUSTIN TX 78746 5 06/17/03 00 0416917151 05 08/01/03 0 0416917151 O 07/01/18 0 8411188 E82/G01 F 334,100.00 ZZ 180 332,888.73 1 5.375 2,707.76 75 5.125 2,707.76 SAN FRANCISCO CA 94132 2 06/24/03 00 0400853594 05 08/01/03 0 0400853594 O 07/01/18 0 8411220 E82/G01 F 223,750.00 ZZ 180 221,205.60 1 1 5.125 1,784.00 60 4.875 1,784.00 SALT LAKE CITY UT 84121 2 06/24/03 00 0400857793 05 08/01/03 0 0400857793 O 07/01/18 0 8412734 952/G01 F 367,750.00 ZZ 180 366,374.15 1 5.000 2,908.14 80 4.750 2,908.14 ROXBURY TOWNSHI NJ 07876 2 06/13/03 00 0436071757 05 08/01/03 0 03002530 O 07/01/18 0 8412850 477/G01 F 430,900.00 ZZ 180 429,337.77 1 5.375 3,492.30 51 5.125 3,492.30 MANHATTAN BEACH CA 90266 2 06/04/03 00 0436137079 05 08/01/03 0 236355 O 07/01/18 0 8412944 X60/G01 F 240,000.00 ZZ 180 239,102.10 1 5.000 1,897.90 73 4.750 1,897.90 BELLEVUE WA 98006 5 06/17/03 00 0436135388 05 08/01/03 0 0732704 O 07/01/18 0 8413532 E82/G01 F 411,000.00 ZZ 180 411,000.00 1 5.125 3,276.99 56 4.875 3,276.99 UPPER SADDLE RI NJ 07458 2 06/23/03 00 0400859732 05 09/01/03 0 0400859732 O 08/01/18 0 8413556 E82/G01 F 404,000.00 ZZ 180 402,535.30 1 5.375 3,274.28 34 5.125 3,274.28 KATONAH NY 10536 2 06/24/03 00 0400839650 05 08/01/03 0 1 0400839650 O 07/01/18 0 8414088 E22/G01 F 700,000.00 TX 180 697,435.36 1 5.250 5,627.14 40 5.000 5,627.14 HOUSTON TX 77019 5 06/23/03 00 0417435500 03 08/01/03 0 0417435500 O 07/01/18 0 8417628 E82/G01 F 293,500.00 ZZ 180 293,500.00 1 5.375 2,378.72 54 5.125 2,378.72 HUNTINGTON BEAC CA 92649 2 06/25/03 00 0400840831 05 09/01/03 0 0400840831 O 08/01/18 0 8417638 E82/G01 F 237,500.00 ZZ 180 236,638.94 1 5.375 1,924.86 33 5.125 1,924.86 GARDEN CITY NY 11530 2 06/27/03 00 0400835062 05 08/01/03 0 0400835062 O 07/01/18 0 8417956 E82/G01 F 257,600.00 ZZ 180 256,685.57 1 5.625 2,121.93 79 5.375 2,121.93 MOSIER OR 97040 2 06/24/03 00 0400815775 05 08/01/03 0 0400815775 O 07/01/18 0 8419176 E22/G01 F 447,000.00 ZZ 180 445,362.30 1 5.250 3,593.33 63 5.000 3,593.33 CORAL GABLES FL 33146 2 06/24/03 00 0416727139 05 08/01/03 0 0416727139 O 07/01/18 0 1 8419420 E22/G01 F 395,000.00 ZZ 180 393,552.81 1 5.250 3,175.32 73 5.000 3,175.32 BEDFORD NH 03110 2 06/25/03 00 0417231941 05 08/01/03 0 0417231941 O 07/01/18 0 8419512 E22/G01 F 370,000.00 TX 180 368,630.12 1 5.125 2,950.09 51 4.875 2,950.09 HOUSTON TX 77005 5 06/25/03 00 0417286762 05 08/01/03 0 0417286762 O 07/01/18 0 8419552 714/G01 F 581,000.00 ZZ 180 578,848.92 1 5.125 4,632.43 70 4.875 4,632.43 BAYSIDE WI 53217 2 06/25/03 00 0436114714 05 08/01/03 0 1146020 O 07/01/18 0 8423184 E22/G01 F 498,000.00 ZZ 180 496,136.85 1 5.000 3,938.15 35 4.750 3,938.15 LOS ANGELES CA 90064 2 06/25/03 00 0417400157 05 08/01/03 0 0417400157 O 07/01/18 0 8424094 X89/G01 F 545,000.00 ZZ 180 542,961.00 1 5.000 4,309.83 64 4.750 4,309.83 RICHMOND VA 23233 2 06/12/03 00 0436162713 03 08/01/03 0 2007337 O 07/01/18 0 8424174 286/286 F 356,000.00 ZZ 180 352,005.51 1 5.500 2,908.82 51 5.250 2,908.82 1 GAITHERSBURG MD 20878 2 04/29/03 00 2230363 05 06/01/03 0 2230363 O 05/01/18 0 8424196 286/286 F 591,000.00 ZZ 180 584,384.90 1 5.250 4,750.92 74 5.000 4,750.92 WINNETKA IL 60093 2 05/28/03 00 2310477 05 07/01/03 0 2310477 O 06/01/18 0 8424902 K15/G01 F 184,000.00 ZZ 180 183,297.12 1 4.750 1,431.21 58 4.500 1,431.21 LEVITTOWN NY 11756 5 06/20/03 00 0436134035 05 08/01/03 0 021205517211 O 07/01/18 0 8426434 A48/G01 F 162,000.00 ZZ 180 161,418.82 1 5.500 1,323.68 59 5.250 1,323.68 LOS ANGLES CA 91342 2 06/04/03 00 0436094114 05 08/01/03 0 7108012406 O 07/01/18 0 8426712 477/G01 F 306,000.00 ZZ 180 304,867.07 1 5.125 2,439.80 54 4.875 2,439.80 BREA CA 92823 5 06/17/03 00 0436114201 05 08/01/03 0 263472 O 07/01/18 0 8427638 E22/G01 F 399,000.00 ZZ 180 397,507.23 1 5.000 3,155.27 67 4.750 3,155.27 NORTH READING MA 01864 5 06/27/03 00 0417343217 05 08/01/03 0 0417343217 O 07/01/18 0 1 8427970 E82/G01 F 243,850.00 ZZ 180 243,850.00 1 5.750 2,024.95 48 5.500 2,024.95 FLUSHING NY 11358 2 06/30/03 00 0400819645 05 09/01/03 0 0400819645 O 08/01/18 0 8427986 E82/G01 F 239,800.00 ZZ 180 239,800.00 1 5.375 1,943.50 56 5.125 1,943.50 MARINA DEL REY CA 90292 2 06/27/03 00 0400852521 01 09/01/03 0 0400852521 O 08/01/18 0 8428014 E82/G01 F 377,000.00 ZZ 180 377,000.00 1 5.375 3,055.45 48 5.125 3,055.45 THOUSAND OAKS CA 91360 2 06/27/03 00 0400853099 03 09/01/03 0 0400853099 O 08/01/18 0 8428040 E82/G01 F 492,000.00 ZZ 180 492,000.00 1 5.375 3,987.49 70 5.125 3,987.49 SCARSDALE NY 10583 2 07/01/03 00 0400841680 05 09/01/03 0 0400841680 O 08/01/18 0 8428046 E82/G01 F 650,000.00 ZZ 180 650,000.00 1 5.125 5,182.58 57 4.875 5,182.58 TAMPA FL 33629 2 07/01/03 00 0400857694 03 09/01/03 0 0400857694 O 08/01/18 0 8428088 X89/G01 F 348,350.00 ZZ 180 347,060.27 1 1 5.125 2,777.47 48 4.875 2,777.47 IRVINE CA 92604 2 06/25/03 00 0436232623 03 08/01/03 0 2008002 O 07/01/18 0 8428094 X60/G01 F 515,700.00 ZZ 180 513,770.63 1 5.000 4,078.12 44 4.750 4,078.12 SEATTLE WA 98136 2 06/24/03 00 0436114540 05 08/01/03 0 0728623 O 07/01/18 0 8428592 696/G01 F 965,000.00 ZZ 180 961,464.46 1 5.250 7,757.42 54 5.000 7,757.42 ROUND HILL VA 20141 2 06/17/03 00 0436093496 05 08/01/03 0 50103170 O 07/01/18 0 8428606 696/G01 F 373,500.00 ZZ 180 372,145.88 1 5.375 3,027.09 55 5.125 3,027.09 DICKERSON MD 20842 2 06/09/03 00 0436095731 05 08/01/03 0 30403173 O 07/01/18 0 8429424 773/G01 F 388,000.00 ZZ 180 386,608.05 1 5.500 3,170.28 39 5.250 3,170.28 WELLESLEY MA 02481 2 06/13/03 00 0436089882 05 08/01/03 0 10006559 O 07/01/18 0 8430314 E82/G01 F 174,200.00 ZZ 180 174,200.00 1 5.125 1,388.93 73 4.875 1,388.93 UNION TOWNSHIP NJ 07083 2 07/02/03 00 0400860854 05 09/01/03 0 1 0400860854 O 08/01/18 0 8430340 E82/G01 F 233,000.00 ZZ 180 233,000.00 1 5.125 1,857.76 48 4.875 1,857.76 BALTIMORE MD 21218 2 07/01/03 00 0400858742 05 09/01/03 0 0400858742 O 08/01/18 0 8430350 E82/G01 F 312,000.00 T 180 312,000.00 1 5.250 2,508.10 72 5.000 2,508.10 LAKE ARROWHEAD CA 92352 2 07/01/03 00 0400855961 03 09/01/03 0 0400855961 O 08/01/18 0 8430656 E22/G01 F 170,000.00 ZZ 180 169,370.60 1 5.125 1,355.44 22 4.875 1,355.44 TROY MI 48098 2 06/30/03 00 0417659786 05 08/01/03 0 0417659786 O 07/01/18 0 8430966 N47/G01 F 391,000.00 ZZ 180 389,582.43 1 5.375 3,168.92 44 5.125 3,168.92 SAN RAMON CA 94583 2 06/04/03 00 0436080055 03 08/01/03 0 20506226 O 07/01/18 0 8431094 G75/G01 F 390,000.00 ZZ 180 388,571.12 1 5.250 3,135.13 38 5.000 3,135.13 VIRGINIA BEACH VA 23454 2 06/16/03 00 0436191449 05 08/01/03 0 5139159 O 07/01/18 0 1 8431248 M24/G01 F 385,000.00 ZZ 180 383,574.59 1 5.125 3,069.68 51 4.875 3,069.68 MILPITAS CA 95035 2 06/18/03 00 0436111041 05 08/01/03 0 201210248 O 07/01/18 0 8431266 X89/G01 F 386,500.00 ZZ 180 385,069.04 1 5.125 3,081.64 51 4.875 3,081.64 MILPITAS CA 95035 2 06/28/03 00 0436175335 05 08/01/03 0 2006196 O 07/01/18 0 8432234 U42/G01 F 500,000.00 ZZ 180 498,187.25 1 5.375 4,052.33 50 5.125 4,052.33 CONIFER CO 80433 2 06/25/03 00 0436116032 05 08/01/03 0 47300262 O 07/01/18 0 8432818 X51/G01 F 397,500.00 ZZ 180 396,028.31 1 5.125 3,169.35 35 4.875 3,169.35 SANTA ROSA CA 95409 5 06/30/03 00 0436157473 05 08/01/03 0 0030522010 O 07/01/18 0 8432894 F25/G01 F 380,000.00 ZZ 180 380,000.00 1 5.125 3,029.82 43 4.875 3,029.82 STAMFORD CT 06902 5 06/30/03 00 0436134324 05 09/01/03 0 0739403 O 08/01/18 0 8433446 L20/G01 F 395,000.00 ZZ 180 393,506.72 1 4.875 3,097.97 55 4.625 3,097.97 1 REDLANDS CA 92373 2 06/25/03 00 0436111843 05 08/01/03 0 1151050187 O 07/01/18 0 8433500 X91/X91 F 538,400.00 ZZ 180 536,037.17 1 5.000 4,257.63 63 4.750 4,257.63 HONOLULU HI 96816 5 06/19/03 00 806570 05 08/01/03 0 806570 O 07/01/18 0 8434192 E22/G01 F 80,000.00 ZZ 180 79,613.00 1 5.500 653.67 70 5.250 653.67 DECATUR GA 30032 5 06/30/03 00 0417360765 05 08/01/03 0 0417360765 O 07/01/18 0 8434462 E22/G01 F 111,600.00 ZZ 180 111,600.00 1 5.375 904.48 68 5.125 904.48 GIDDINGS TX 78942 2 07/01/03 00 0417304797 05 09/01/03 0 0417304797 O 08/01/18 0 8434662 E22/G01 F 745,000.00 ZZ 180 745,000.00 1 5.000 5,891.41 42 4.750 5,891.41 ASHEVILLE NC 28803 2 07/01/03 00 0417556917 05 09/01/03 0 0417556917 O 08/01/18 0 8434716 E22/G01 F 555,000.00 ZZ 180 555,000.00 1 5.000 4,388.90 46 4.750 4,388.90 LINCOLN MA 01773 2 07/01/03 00 0417573284 05 09/01/03 0 0417573284 O 08/01/18 0 1 8434920 E22/G01 F 600,000.00 ZZ 180 597,755.24 1 5.000 4,744.76 69 4.750 4,744.76 SALT LAKE CITY UT 84124 2 06/27/03 00 0417663135 05 08/01/03 0 0417663135 O 07/01/18 0 8435686 E86/G01 F 605,000.00 ZZ 180 602,806.58 1 5.375 4,903.32 44 5.125 4,903.32 NEW ROCHELLE NY 10801 2 06/16/03 00 0436156004 05 08/01/03 0 316741 O 07/01/18 0 8436162 E86/G01 F 486,000.00 ZZ 180 484,162.69 1 4.875 3,811.69 57 4.625 3,811.69 WADSWOTH IL 60083 2 06/19/03 00 0436192173 03 08/01/03 0 345239 O 07/01/18 0 8436252 E86/G01 F 648,750.00 ZZ 180 646,447.06 1 5.625 5,343.96 75 5.375 5,343.96 UPLAND CA 91784 2 06/04/03 00 0436147771 05 08/01/03 0 316691 O 07/01/18 0 8436328 G75/G01 F 387,000.00 ZZ 180 385,582.12 1 5.250 3,111.01 46 5.000 3,111.01 CAPE MAY NJ 08204 5 06/18/03 00 0436191977 05 08/01/03 0 05084037 O 07/01/18 0 8437392 E86/G01 F 360,000.00 ZZ 180 358,681.04 1 1 5.250 2,893.96 49 5.000 2,893.96 PORT WASHINGTON NY 11050 2 06/11/03 00 0436150460 05 08/01/03 0 280979 O 07/01/18 0 8437418 P44/G01 F 258,600.00 ZZ 180 257,632.51 1 5.000 2,044.99 60 4.750 2,044.99 BOURNE MA 02532 5 06/27/03 00 0436116917 05 08/01/03 0 1 O 07/01/18 0 8439778 A06/G01 F 395,600.00 ZZ 180 395,600.00 1 4.875 3,102.69 31 4.625 3,102.69 BLOOMFIELD HILL MI 48302 2 06/30/03 00 0436120273 05 09/01/03 0 021000020314566 O 08/01/18 0 8439828 E82/G01 F 499,000.00 ZZ 180 499,000.00 1 5.250 4,011.35 48 5.000 4,011.35 SANTA CLARITA CA 91321 2 07/01/03 00 0400846671 05 09/01/03 0 0400846671 O 08/01/18 0 8439854 E82/G01 F 493,000.00 ZZ 180 493,000.00 1 5.375 3,995.59 66 5.125 3,995.59 BOYNE CITY MI 49712 2 07/03/03 00 0400852794 05 09/01/03 0 0400852794 O 08/01/18 0 8439862 E82/G01 F 161,000.00 ZZ 180 161,000.00 1 5.250 1,294.24 74 5.000 1,294.24 GILBERTSVILLE PA 19525 2 07/01/03 00 0400832689 05 09/01/03 0 1 0400832689 O 08/01/18 0 8439884 E82/G01 F 450,250.00 ZZ 180 450,250.00 1 5.375 3,649.12 59 5.125 3,649.12 LEMOORE CA 93245 2 07/01/03 00 0400838272 05 09/01/03 0 0400838272 O 08/01/18 0 8439892 E82/G01 F 356,900.00 ZZ 180 356,900.00 1 5.125 2,845.64 41 4.875 2,845.64 CHINO HILLS CA 91709 2 07/01/03 00 0400857504 03 09/01/03 0 0400857504 O 08/01/18 0 8439976 356/356 F 382,000.00 ZZ 180 380,585.69 1 5.125 3,045.77 52 4.875 3,045.77 SUNNYVALE CA 94086 2 06/09/03 00 29057304 05 08/01/03 0 29057304 O 07/01/18 0 8440028 R55/G01 F 488,000.00 ZZ 180 488,000.00 1 5.125 3,890.92 53 4.875 3,890.92 WEST BLOOMFIELD MI 48324 5 07/01/03 00 0436110878 05 09/01/03 0 100094600000215 O 08/01/18 0 8440112 144/144 F 67,500.00 T 180 67,009.47 1 5.375 547.06 50 5.125 547.06 T/SAUGERTIES NY 12477 1 05/29/03 00 160725556000000 05 07/01/03 0 160725556 O 06/01/18 0 1 8440492 E82/G01 F 377,000.00 ZZ 180 377,000.00 1 5.375 3,055.45 63 5.125 3,055.45 LA JOLLA CA 92037 2 07/02/03 00 0400843769 03 09/01/03 0 0400843769 O 08/01/18 0 8440496 E82/G01 F 273,000.00 ZZ 180 273,000.00 1 5.250 2,194.59 58 5.000 2,194.59 HUNTINGTON BEAC CA 92646 2 07/02/03 00 0400847539 05 09/01/03 0 0400847539 O 08/01/18 0 8440500 E82/G01 F 345,250.00 ZZ 180 345,250.00 1 5.125 2,752.75 76 4.875 2,752.75 SIERRA MADRE CA 91024 2 07/01/03 00 0400861878 05 09/01/03 0 0400861878 O 08/01/18 0 8440510 E82/G01 F 142,400.00 ZZ 180 142,400.00 1 5.375 1,154.10 49 5.125 1,154.10 BRIGHTON MA 02135 2 07/02/03 00 0400841474 05 09/01/03 0 0400841474 O 08/01/18 0 8440692 E22/G01 F 149,000.00 ZZ 180 148,459.81 1 5.375 1,207.59 49 5.125 1,207.59 TURLOCK CA 95380 2 06/18/03 00 0417417334 05 08/01/03 0 0417417334 O 07/01/18 0 8441184 S43/G01 F 603,000.00 ZZ 180 603,000.00 1 5.000 4,768.49 70 4.750 4,768.49 1 SANTA FE NM 87501 2 07/02/03 00 0436108773 05 09/01/03 0 039141 O 08/01/18 0 8442672 U36/G01 F 150,000.00 ZZ 180 149,432.93 1 4.875 1,176.45 67 4.625 1,176.45 GERMANTOWN MD 20874 1 07/01/03 00 0436186845 05 08/01/03 0 291292003 O 07/01/18 0 8443052 U80/U80 F 372,000.00 ZZ 180 372,000.00 1 4.875 2,917.59 56 4.625 2,917.59 CHARLESTON SC 29401 2 07/03/03 00 30013106 05 09/01/03 0 30013106 O 08/01/18 0 8443758 X78/G01 F 373,000.00 ZZ 180 373,000.00 1 5.250 2,998.46 50 5.000 2,998.46 ATLANTA GA 30309 2 06/30/03 00 0436167886 05 09/01/03 0 990493 O 08/01/18 0 8444068 X51/G01 F 441,000.00 ZZ 180 439,350.10 1 5.000 3,487.40 58 4.750 3,487.40 SEBASTOPOL CA 95472 2 06/25/03 00 0436157283 05 08/01/03 0 0030425016 O 07/01/18 0 8444218 A06/G01 F 488,500.00 ZZ 180 488,500.00 1 4.875 3,831.30 41 4.625 3,831.30 BLOOMFIELD MI 48304 2 06/30/03 00 0436124739 05 09/01/03 0 001000010301675 O 08/01/18 0 1 8444564 S11/G01 F 981,000.00 ZZ 180 977,329.81 1 5.000 7,757.69 43 4.750 7,757.69 NEWPORT BEACH CA 92657 2 06/19/03 00 0436115828 03 08/01/03 0 10301334 O 07/01/18 0 8444976 U55/G01 F 527,000.00 ZZ 120 527,000.00 1 5.750 5,784.84 67 5.500 5,784.84 FALMOUTH MA 02540 5 07/03/03 00 0436192272 05 09/01/03 0 0306030005 O 08/01/13 0 8446470 E82/G01 F 500,000.00 ZZ 180 500,000.00 1 5.250 4,019.39 44 5.000 4,019.39 LONG BEACH CA 90815 2 07/03/03 00 0400849642 05 09/01/03 0 0400849642 O 08/01/18 0 8446496 E82/G01 F 570,400.00 ZZ 180 570,400.00 1 5.250 4,585.32 44 5.000 4,585.32 MALIBU CA 90265 2 07/03/03 00 0400849188 05 09/01/03 0 0400849188 O 08/01/18 0 8447070 X64/G01 F 436,100.00 ZZ 180 436,100.00 1 5.000 3,448.65 40 4.750 3,448.65 GROSSE POINTE S MI 48236 2 07/01/03 00 0436112379 05 09/01/03 0 0000009595 O 08/01/18 0 8447126 W40/G01 F 575,000.00 ZZ 180 572,893.33 1 1 5.250 4,622.30 46 5.000 4,622.30 SCOTTSDALE AZ 85255 2 06/27/03 00 0436142897 03 08/01/03 0 100022953 O 07/01/18 0 8447560 E33/G01 F 469,000.00 ZZ 180 469,000.00 1 5.000 3,708.82 60 4.750 3,708.82 LAKE FOREST IL 60045 2 07/24/03 00 0436315691 05 09/01/03 0 1 O 08/01/18 0 8448142 E22/G01 F 173,500.00 ZZ 180 172,837.23 2 4.750 1,349.54 41 4.500 1,349.54 GLENDALE CA 91202 2 06/25/03 00 0417256344 05 08/01/03 0 0417256344 O 07/01/18 0 8448180 E22/G01 F 104,000.00 ZZ 180 104,000.00 1 5.250 836.03 80 5.000 836.03 SPOKANE WA 99203 2 06/27/03 00 0417338761 05 09/01/03 0 0417338761 O 08/01/18 0 8448196 E22/G01 F 464,000.00 ZZ 180 461,830.00 1 5.250 3,729.99 49 5.000 3,729.99 ALAMEDA CA 94502 2 06/23/03 00 0417374493 03 08/01/03 0 0417374493 O 07/01/18 0 8448358 E22/G01 F 346,000.00 ZZ 180 346,000.00 1 4.875 2,713.67 49 4.625 2,713.67 CHESTER TOWNSHI NJ 07930 2 07/03/03 00 0417604022 05 09/01/03 0 1 0417604022 O 08/01/18 0 8449184 E86/G01 F 387,000.00 ZZ 180 384,098.23 1 5.000 3,060.37 74 4.750 3,060.37 WAYNE IL 60184 2 06/02/03 00 0436188338 03 07/01/03 0 27940765 O 06/01/18 0 8449330 R84/G01 F 525,000.00 ZZ 180 525,000.00 1 5.250 4,220.36 51 5.000 4,220.36 HOUSTON TX 77024 2 07/01/03 00 0436197982 05 09/01/03 0 012828 O 08/01/18 0 8449334 E86/G01 F 650,000.00 ZZ 180 647,568.17 1 5.000 5,140.16 42 4.750 5,140.16 SOUTH BARRINGTO IL 60010 5 06/13/03 00 0436154249 03 08/01/03 0 345247 O 07/01/18 0 8449368 Q57/G01 F 403,000.00 ZZ 180 396,475.63 1 5.250 3,239.63 32 5.000 3,239.63 MANHATTAN BEACH CA 90266 2 06/10/03 00 0436188619 05 08/01/03 0 10005723 O 07/01/18 0 8449452 Q57/G01 F 435,000.00 ZZ 180 433,389.47 1 5.125 3,468.34 63 4.875 3,468.34 LONG BEACH CA 90814 5 06/26/03 00 0436215750 05 08/01/03 0 51400132 O 07/01/18 0 1 8449540 964/G01 F 460,000.00 ZZ 180 458,279.01 1 5.000 3,637.66 39 4.750 3,637.66 CUPERTINO CA 95014 2 06/19/03 00 0436119218 05 08/01/03 0 453019 O 07/01/18 0 8449568 964/G01 F 624,000.00 ZZ 180 621,689.71 1 5.125 4,975.29 36 4.875 4,975.29 LOS ALTOS HILLS CA 94022 2 06/20/03 00 0436114268 05 08/01/03 0 395291 O 07/01/18 0 8449570 964/G01 F 380,000.00 ZZ 180 378,593.10 1 5.125 3,029.82 33 4.875 3,029.82 SARATOGA CA 95070 2 06/10/03 00 0436119671 05 08/01/03 0 395465 O 07/01/18 0 8449608 964/G01 F 475,000.00 ZZ 180 473,204.27 1 4.875 3,725.42 60 4.625 3,725.42 SAN JOSE CA 95129 2 06/16/03 00 0436118640 05 08/01/03 0 439328 O 07/01/18 0 8449628 964/G01 F 523,650.00 ZZ 180 521,649.66 1 4.750 4,073.12 59 4.500 4,073.12 SUNNYVALE CA 94087 2 06/19/03 00 0436118384 05 08/01/03 0 445798 O 07/01/18 0 8449740 964/G01 F 376,000.00 ZZ 180 374,636.82 1 5.375 3,047.35 45 5.125 3,047.35 1 CUPERTINO CA 95014 2 06/16/03 00 0436114284 05 08/01/03 0 404743 O 07/01/18 0 8451014 E82/G01 F 169,000.00 ZZ 180 169,000.00 1 5.125 1,347.47 63 4.875 1,347.47 SEYMOUR TN 37865 2 07/09/03 00 0400862611 05 09/01/03 0 0400862611 O 08/01/18 0 8451016 E82/G01 F 213,500.00 ZZ 180 213,500.00 1 5.125 1,702.28 63 4.875 1,702.28 LINTON IN 47441 2 07/09/03 00 0400854923 05 09/01/03 0 0400854923 O 08/01/18 0 8451052 E82/G01 F 544,400.00 ZZ 180 544,400.00 1 5.125 4,340.61 75 4.875 4,340.61 WILTON CT 06897 2 07/08/03 00 0400863510 05 09/01/03 0 0400863510 O 08/01/18 0 8451242 356/356 F 370,000.00 ZZ 180 368,658.56 1 5.375 2,998.73 67 5.125 2,998.73 TRACY CA 95376 5 06/09/03 00 29034048 05 08/01/03 0 29034048 O 07/01/18 0 8451516 E22/G01 F 542,500.00 ZZ 180 540,491.47 1 5.125 4,325.46 66 4.875 4,325.46 SAN CLEMENTE CA 92672 2 06/11/03 00 0417027794 03 08/01/03 0 0417027794 O 07/01/18 0 1 8451542 E22/G01 F 143,900.00 ZZ 180 143,900.00 1 5.125 1,147.34 80 4.875 1,147.34 PARACHUTE CO 81635 1 07/10/03 00 0417132651 05 09/01/03 0 0417132651 O 08/01/18 0 8451712 E22/G01 F 391,000.00 T 180 391,000.00 1 5.000 3,092.00 48 4.750 3,092.00 LONG BEACH TOWN NJ 08008 2 07/10/03 00 0417613510 05 09/01/03 0 0417613510 O 08/01/18 0 8452508 W02/G01 F 412,000.00 ZZ 180 387,347.00 1 4.750 3,204.67 54 4.500 3,204.67 LOS ANGELES CA 90064 2 06/24/03 00 0436156681 05 08/01/03 0 1002618974 O 07/01/18 0 8452514 W02/G01 F 588,000.00 ZZ 180 585,753.84 1 4.750 4,573.66 79 4.500 4,573.66 BRYN MAWR PA 19010 2 06/25/03 00 0436160956 05 08/01/03 0 1002619576 O 07/01/18 0 8452534 W02/G01 F 460,200.00 ZZ 180 458,460.22 1 4.875 3,609.34 59 4.625 3,609.34 SANTA ROSA CA 95401 2 06/04/03 00 0436148019 05 08/01/03 0 1002452174 O 07/01/18 0 8452538 W02/G01 F 472,000.00 ZZ 180 468,460.68 1 1 5.125 3,763.36 71 4.875 3,763.36 SANTA ROSA CA 95403 2 05/31/03 00 0436161202 05 07/01/03 0 1002456291 O 06/01/18 0 8452542 W02/G01 F 450,000.00 ZZ 180 448,298.79 1 4.875 3,529.34 52 4.625 3,529.34 SAN FRANCISCO CA 94131 2 06/13/03 00 0436153936 05 08/01/03 0 1002490025 O 07/01/18 0 8452552 W02/G01 F 587,500.00 ZZ 180 585,278.97 1 4.875 4,607.75 27 4.625 4,607.75 NEWPORT CA 92663 2 06/05/03 00 0436156103 05 08/01/03 0 1002504131 O 07/01/18 0 8452554 W02/G01 F 411,800.00 ZZ 180 410,226.92 1 4.750 3,203.12 78 4.500 3,203.12 RICHMOND VA 23233 2 06/18/03 00 0436149090 05 08/01/03 0 1002518075 O 07/01/18 0 8452558 W02/G01 F 567,000.00 ZZ 180 564,856.47 1 4.875 4,446.97 36 4.625 4,446.97 WINNETKA IL 60093 5 06/14/03 00 0436158232 05 08/01/03 0 1002536108 O 07/01/18 0 8452560 W02/G01 F 392,500.00 ZZ 180 391,016.16 1 4.875 3,078.37 50 4.625 3,078.37 NAPLES FL 34108 2 06/11/03 00 0436152649 05 08/01/03 0 1 1002538528 O 07/01/18 0 8452562 W02/G01 F 405,200.00 ZZ 180 403,652.14 1 4.750 3,151.78 80 4.500 3,151.78 FOUNTAIN VALLEY CA 92708 2 06/09/03 00 0436158315 05 08/01/03 0 1002538916 O 07/01/18 0 8452564 W02/G01 F 412,500.00 ZZ 180 410,924.25 1 4.750 3,208.56 64 4.500 3,208.56 HAWTHORN WOODS IL 60047 2 06/21/03 00 0436155949 05 08/01/03 0 1002539378 O 07/01/18 0 8452570 W02/G01 F 394,000.00 ZZ 180 392,510.49 1 4.875 3,090.14 57 4.625 3,090.14 DEERFIELD IL 60015 2 06/24/03 00 0436152219 05 08/01/03 0 1002555738 O 07/01/18 0 8452612 W02/G01 F 548,000.00 ZZ 180 545,906.65 1 4.750 4,262.52 65 4.500 4,262.52 GREAT FALLS VA 22066 5 06/16/03 00 0436154884 05 08/01/03 0 1002570653 O 07/01/18 0 8452614 W02/G01 F 664,400.00 ZZ 180 661,862.00 1 4.750 5,167.92 61 4.500 5,167.92 ARCADIA CA 91006 2 06/20/03 00 0436161806 05 08/01/03 0 1002580610 O 07/01/18 0 1 8452616 W02/G01 F 440,200.00 ZZ 180 438,518.44 1 4.750 3,424.02 49 4.500 3,424.02 MCLEAN VA 22101 2 06/24/03 00 0436150916 05 08/01/03 0 1002580876 O 07/01/18 0 8452618 W02/G01 F 500,500.00 ZZ 180 498,588.10 1 4.750 3,893.05 66 4.500 3,893.05 LOS ANGELES CA 90036 2 06/24/03 00 0436156525 05 08/01/03 0 1002585389 O 07/01/18 0 8452622 W02/G01 F 554,000.00 ZZ 180 551,883.73 1 4.750 4,309.19 80 4.500 4,309.19 RICHMOND VA 23233 2 06/23/03 00 0436152995 05 08/01/03 0 1002586725 O 07/01/18 0 8452753 E82/G01 F 273,000.00 ZZ 180 266,842.14 1 5.500 2,230.64 57 5.250 2,230.64 HINGHAM MA 02043 2 02/13/03 00 0400772646 05 04/01/03 0 6879698 O 03/01/18 0 8453940 696/G01 F 592,600.00 ZZ 180 590,405.98 1 5.125 4,724.92 69 4.875 4,724.92 ROCKVILLE MD 20850 2 06/09/03 00 0436115380 03 08/01/03 0 31203283 O 07/01/18 0 8453966 253/253 F 565,300.00 TX 180 563,207.04 1 5.125 4,507.26 56 4.875 4,507.26 1 DALLAS TX 75220 2 06/24/03 00 476835 05 08/01/03 0 476835 O 07/01/18 0 8455612 N47/G01 F 322,000.00 ZZ 180 320,782.69 1 4.875 2,525.44 18 4.625 2,525.44 WATSONVILLE CA 95076 5 06/24/03 00 0436234470 03 08/01/03 0 20507699 O 07/01/18 0 8456070 E82/G01 F 180,500.00 ZZ 180 180,500.00 4 5.375 1,462.89 46 5.125 1,462.89 MARLBORUGH MA 01752 2 07/08/03 00 0400849634 05 09/01/03 0 0400849634 O 08/01/18 0 8456094 E82/G01 F 440,500.00 ZZ 180 440,500.00 1 5.375 3,570.10 55 5.125 3,570.10 WOODBURY NY 11797 2 07/09/03 00 0400852190 05 09/01/03 0 0400852190 O 08/01/18 0 8456096 E82/G01 F 328,400.00 ZZ 180 328,400.00 1 5.375 2,661.57 58 5.125 2,661.57 FREDON NJ 07860 2 07/07/03 00 0400850533 05 09/01/03 0 0400850533 O 08/01/18 0 8456146 E82/G01 F 404,850.00 ZZ 180 404,850.00 1 5.125 3,227.95 48 4.875 3,227.95 RANCHO PALOS VE CA 90275 2 07/07/03 00 0400860607 05 09/01/03 0 0400860607 O 08/01/18 0 1 8456156 E82/G01 F 777,000.00 ZZ 180 777,000.00 1 5.375 6,297.32 26 5.125 6,297.32 LOS ALTOS HILLS CA 94022 2 07/07/03 00 0400844981 05 09/01/03 0 0400844981 O 08/01/18 0 8456810 E22/G01 F 61,700.00 ZZ 120 61,700.00 1 5.375 665.79 36 5.125 665.79 TAOS NM 87529 2 07/07/03 00 0417694056 05 09/01/03 0 0417694056 O 08/01/13 0 8457170 367/367 F 708,000.00 ZZ 180 705,238.85 1 4.500 5,416.15 75 4.250 5,416.15 WASHINGTON DC 20037 1 06/06/03 00 99342900 07 08/01/03 0 99342900 O 07/01/18 0 8458810 808/G01 F 155,000.00 ZZ 180 154,414.03 1 4.875 1,215.66 68 4.625 1,215.66 KERMAN CA 93630 2 06/17/03 00 0436130926 05 08/01/03 0 9330459 O 07/01/18 0 8459794 773/G01 F 387,000.00 ZZ 180 385,567.17 1 5.125 3,085.64 14 4.875 3,085.64 NEWTON MA 02458 2 06/25/03 00 0436119267 05 08/01/03 0 10007434 O 07/01/18 0 8459808 808/G01 F 620,000.00 ZZ 180 617,752.19 1 1 5.375 5,024.89 43 5.125 5,024.89 ALAMO CA 94507 2 06/06/03 00 0436129704 05 08/01/03 0 1000117 O 07/01/18 0 8459928 K15/G01 F 42,000.00 ZZ 180 41,849.32 1 5.500 343.18 58 5.250 343.18 MANSFIELD OH 44905 5 06/21/03 00 0436150965 05 08/01/03 0 028005509850 O 07/01/18 0 8460006 808/G01 F 148,000.00 ZZ 180 147,457.76 1 5.250 1,189.74 68 5.000 1,189.74 BALDWIN PARK CA 91706 2 06/09/03 00 0436128292 05 08/01/03 0 9331195 O 07/01/18 0 8460768 964/G01 F 360,000.00 ZZ 180 358,667.14 1 5.125 2,870.36 48 4.875 2,870.36 ANAHEIM CA 92808 2 06/24/03 00 0436175806 03 08/01/03 0 448152 O 07/01/18 0 8461216 E82/G01 F 356,600.00 ZZ 180 356,600.00 1 5.000 2,819.97 63 4.750 2,819.97 NAPERVILLE IL 60564 2 07/11/03 00 0400867743 05 09/01/03 0 0400867743 O 08/01/18 0 8461236 E82/G01 F 319,000.00 ZZ 180 319,000.00 1 5.125 2,543.45 68 4.875 2,543.45 COMMERCE MI 48390 2 07/11/03 00 0400864757 05 09/01/03 0 1 0400864757 O 08/01/18 0 8461266 E82/G01 F 560,900.00 ZZ 180 560,900.00 1 5.125 4,472.17 68 4.875 4,472.17 CITY OF LOS ANG CA 91436 2 07/08/03 00 0400864690 05 09/01/03 0 0400864690 O 08/01/18 0 8461284 E82/G01 F 488,000.00 ZZ 180 488,000.00 1 5.375 3,955.07 55 5.125 3,955.07 GLASTONBURY CT 06033 2 07/11/03 00 0400841482 05 09/01/03 0 0400841482 O 08/01/18 0 8461296 E82/G01 F 416,600.00 ZZ 180 416,600.00 1 5.125 3,321.64 65 4.875 3,321.64 CORPUS CHRISTI TX 78411 2 07/10/03 00 0400863783 05 09/01/03 0 0400863783 O 08/01/18 0 8461308 E82/G01 F 157,000.00 ZZ 180 157,000.00 1 5.125 1,251.79 74 4.875 1,251.79 TROY MI 48083 2 07/11/03 00 0400865903 05 09/01/03 0 0400865903 O 08/01/18 0 8461320 E82/G01 F 781,500.00 ZZ 180 781,500.00 1 5.125 6,231.06 48 4.875 6,231.06 MERCER ISLAND WA 98040 2 07/08/03 00 0400862215 05 09/01/03 0 0400862215 O 08/01/18 0 1 8462192 E22/G01 F 400,000.00 ZZ 180 400,000.00 1 5.000 3,163.17 60 4.750 3,163.17 GLENDORA CA 91741 2 07/05/03 00 0416705200 05 09/01/03 0 0416705200 O 08/01/18 0 8462344 E22/G01 F 398,000.00 ZZ 180 398,000.00 1 5.000 3,147.36 39 4.750 3,147.36 PALOS VERDES ES CA 90274 2 06/30/03 00 0417387925 05 09/01/03 0 0417387925 O 08/01/18 0 8462620 E22/G01 F 610,000.00 ZZ 180 610,000.00 1 5.125 4,863.65 67 4.875 4,863.65 SAN FRANCISCO CA 94132 2 07/08/03 00 0417066719 05 09/01/03 0 0417066719 O 08/01/18 0 8463344 696/G01 F 595,500.00 ZZ 180 593,295.24 1 5.125 4,748.04 50 4.875 4,748.04 POTOMAC MD 20854 2 06/27/03 00 0436119432 05 08/01/03 0 24403108 O 07/01/18 0 8463472 H58/G01 F 440,000.00 ZZ 180 438,370.96 1 5.125 3,508.21 63 4.875 3,508.21 BELL CANYON CA 91307 2 06/19/03 00 0436196406 03 08/01/03 0 169680 O 07/01/18 0 8463570 H58/G01 F 584,000.00 ZZ 180 581,837.81 1 5.125 4,656.36 39 4.875 4,656.36 1 FREMONT CA 94539 2 06/26/03 00 0436197099 03 08/01/03 0 0000164822 O 07/01/18 0 8463572 H58/G01 F 490,000.00 ZZ 180 488,185.84 1 5.125 3,906.87 70 4.875 3,906.87 SCOTTSDALE AZ 85255 2 06/23/03 00 0436196489 05 08/01/03 0 168021 O 07/01/18 0 8463732 H58/G01 F 400,000.00 ZZ 180 398,519.04 1 5.125 3,189.29 56 4.875 3,189.29 SAN FRANCISCO CA 94116 2 06/17/03 00 0436200760 05 08/01/03 0 169796 O 07/01/18 0 8463734 356/356 F 447,000.00 ZZ 180 445,345.03 1 5.125 3,564.03 35 4.875 3,564.03 WALNUT CREEK CA 94598 2 06/20/03 00 29060613 03 08/01/03 0 29060613 O 07/01/18 0 8463778 738/G01 F 631,200.00 ZZ 180 631,200.00 1 5.125 5,032.69 40 4.875 5,032.69 GREENVILLE SC 29605 2 07/03/03 00 0436136261 05 09/01/03 0 41255313 O 08/01/18 0 8463804 964/G01 F 591,000.00 ZZ 180 588,834.71 1 5.250 4,750.92 79 5.000 4,750.92 FREMONT CA 94539 2 06/11/03 00 0436140933 03 08/01/03 0 393849 O 07/01/18 0 1 8463926 H58/G01 F 429,000.00 ZZ 180 427,411.68 1 5.125 3,420.51 53 4.875 3,420.51 SAN RAMON CA 94583 2 06/23/03 00 0436196828 05 08/01/03 0 0000169195 O 07/01/18 0 8463950 356/G01 F 644,000.00 ZZ 180 641,640.52 1 5.250 5,176.98 22 5.000 5,176.98 PLEASANTON CA 94588 2 06/06/03 00 0436235220 03 08/01/03 0 29040904 O 07/01/18 0 8464242 964/G01 F 498,332.00 ZZ 180 496,448.06 1 4.875 3,908.41 53 4.625 3,908.41 SEATTLE WA 98155 2 06/30/03 00 0436139927 05 08/01/03 0 460834 O 07/01/18 0 8464456 964/G01 F 387,000.00 ZZ 180 387,000.00 1 4.875 3,035.23 59 4.625 3,035.23 LAKE OSWEGO OR 97034 2 06/26/03 00 0436149876 03 09/01/03 0 460412 O 08/01/18 0 8464612 A06/G01 F 650,000.00 ZZ 180 650,000.00 1 4.875 5,097.94 52 4.625 5,097.94 ANN ARBOR MI 48104 2 07/10/03 00 0436145957 05 09/01/03 0 021000020315579 O 08/01/18 0 8464662 W53/G01 F 420,000.00 ZZ 180 418,445.00 1 1 5.125 3,348.75 66 4.875 3,348.75 PLEASANTON CA 94566 5 06/05/03 00 0436192306 03 08/01/03 0 1701101697 O 07/01/18 0 8464686 U35/G01 F 61,500.00 ZZ 180 61,500.00 1 4.500 470.47 58 4.250 470.47 TRAFALGAR IN 46181 2 07/11/03 00 0436254593 05 09/01/03 0 12457192 O 08/01/18 0 8464764 W53/G01 F 750,000.00 ZZ 180 747,164.64 1 4.875 5,882.24 75 4.625 5,882.24 PANAMA CITY BEA FL 32413 1 06/27/03 00 0436196554 03 08/01/03 0 1309002176 O 07/01/18 0 8465368 K15/G01 F 67,800.00 ZZ 180 67,556.77 1 5.500 553.98 60 5.250 553.98 AMHERST NY 14221 5 06/25/03 00 0436175707 01 08/01/03 0 029505518116 O 07/01/18 0 8465772 E82/G01 F 422,000.00 ZZ 180 422,000.00 1 5.125 3,364.69 63 4.875 3,364.69 CONCORD CA 94521 2 07/10/03 00 0400861704 03 09/01/03 0 0400861704 O 08/01/18 0 8465774 E82/G01 F 364,300.00 ZZ 180 364,300.00 1 5.250 2,928.53 37 5.000 2,928.53 FREMONT CA 94539 2 07/10/03 00 0400841573 05 09/01/03 0 1 0400841573 O 08/01/18 0 8465794 E82/G01 F 379,000.00 ZZ 180 379,000.00 1 5.375 3,071.66 48 5.125 3,071.66 GLENDALE CA 91207 2 07/10/03 00 0400852596 05 09/01/03 0 0400852596 O 08/01/18 0 8465866 L86/G01 F 462,500.00 ZZ 120 462,500.00 1 5.000 4,905.53 26 4.750 4,905.53 SANTA ANA CA 92705 2 06/30/03 00 0436149553 05 09/01/03 0 10001802 O 08/01/13 0 8468422 E22/G01 F 400,000.00 ZZ 180 400,000.00 1 5.375 3,241.86 69 5.125 3,241.86 FOLSOM CA 95630 2 07/09/03 00 0417438215 05 09/01/03 0 0417438215 O 08/01/18 0 8468666 E22/G01 F 433,000.00 ZZ 180 433,000.00 1 5.000 3,424.14 66 4.750 3,424.14 BETHESDA MD 20814 2 07/08/03 00 0417660198 05 09/01/03 0 0417660198 O 08/01/18 0 8468928 E22/G01 F 200,040.00 ZZ 180 199,299.38 1 5.125 1,594.96 65 4.875 1,594.96 EL SOBRANTE CA 94803 5 06/19/03 00 0416756849 05 08/01/03 0 0416756849 O 07/01/18 0 1 8470550 696/G01 F 650,000.00 ZZ 180 647,593.46 1 5.125 5,182.58 65 4.875 5,182.58 PURCELLVILLE VA 20132 2 06/30/03 00 0436155642 05 08/01/03 0 50103063 O 07/01/18 0 8470566 696/G01 F 529,000.00 ZZ 180 527,020.87 1 5.000 4,183.30 55 4.750 4,183.30 POTOMAC MD 20854 2 06/30/03 00 0436218192 05 08/01/03 0 32903321 O 07/01/18 0 8470568 696/G01 F 455,000.00 ZZ 180 453,261.90 1 4.750 3,539.14 65 4.500 3,539.14 DARNESTOWN MD 20874 2 06/16/03 00 0436198055 05 08/01/03 0 30403204 O 07/01/18 0 8470580 H58/G01 F 519,000.00 ZZ 180 517,058.27 1 5.000 4,104.23 58 4.750 4,104.23 SAN DIEGO CA 92106 2 06/30/03 00 0436262208 05 08/01/03 0 0000171132 O 07/01/18 0 8470876 116/116 F 535,200.00 ZZ 180 535,200.00 1 4.875 4,197.56 71 4.625 4,197.56 HOUSTON TX 77024 2 07/11/03 00 091024715 03 09/01/03 0 091024715 O 08/01/18 0 8471254 S11/G01 F 399,950.00 ZZ 180 399,950.00 1 5.125 3,188.88 58 4.875 3,188.88 1 YORBA LINDA CA 92887 5 07/03/03 00 0436144570 05 09/01/03 0 10301521 O 08/01/18 0 8471326 477/G01 F 98,000.00 ZZ 180 97,648.43 1 5.500 800.74 28 5.250 800.74 WESTMINSTER CA 92683 2 06/26/03 00 0436198311 05 08/01/03 0 263571 O 07/01/18 0 8471704 P60/G01 F 585,800.00 ZZ 180 585,800.00 1 5.000 4,632.47 66 4.750 4,632.47 FINDLAY OH 45840 2 07/10/03 00 0436219703 05 09/01/03 0 1310455969 O 08/01/18 0 8471818 356/356 F 494,882.00 ZZ 180 494,882.00 1 5.125 3,945.79 75 4.875 3,945.79 FREMONT CA 94536 2 06/25/03 00 29073764 05 09/01/03 0 29073764 O 08/01/18 0 8472048 A21/G01 F 520,000.00 ZZ 180 520,000.00 1 5.000 4,112.13 60 4.750 4,112.13 KINNELON NJ 07405 2 07/07/03 00 0436239867 05 09/01/03 0 7770000857 O 08/01/18 0 8472196 E82/G01 F 275,700.00 ZZ 180 275,700.00 1 5.375 2,234.45 64 5.125 2,234.45 REDWOOD CITY CA 94061 2 07/11/03 00 0400853701 05 09/01/03 0 0400853701 O 08/01/18 0 1 8472198 E82/G01 F 232,000.00 ZZ 180 232,000.00 1 5.125 1,849.78 45 4.875 1,849.78 RANCHO CUCAMONG CA 91739 2 07/11/03 00 0400864906 05 09/01/03 0 0400864906 O 08/01/18 0 8472220 E82/G01 F 377,800.00 ZZ 180 377,800.00 1 5.250 3,037.05 74 5.000 3,037.05 GAITHERSBURG MD 20882 2 07/11/03 00 0400856233 05 09/01/03 0 0400856233 O 08/01/18 0 8472730 E22/G01 F 64,000.00 ZZ 180 64,000.00 1 5.375 518.70 48 5.125 518.70 OCALA FL 34471 5 07/11/03 00 0417689247 05 09/01/03 0 0417689247 O 08/01/18 0 8472978 R84/G01 F 363,250.00 ZZ 180 363,250.00 1 5.125 2,896.27 34 4.875 2,896.27 BELLAIRE TX 77401 2 07/10/03 00 0436230031 05 09/01/03 0 0737790 O 08/01/18 0 8473018 E60/G01 F 458,000.00 ZZ 180 458,000.00 1 4.875 3,592.08 48 4.625 3,592.08 CALABASAS CA 91302 2 07/03/03 00 0436224232 03 09/01/03 0 WH01250400 O 08/01/18 0 8473520 696/G01 F 498,750.00 T 180 498,750.00 1 1 5.000 3,944.08 75 4.750 3,944.08 LEWES DE 19958 2 07/10/03 00 0436157259 03 09/01/03 0 24403113 O 08/01/18 0 8473530 964/G01 F 578,900.00 ZZ 180 578,900.00 1 5.000 4,577.91 60 4.750 4,577.91 LADERA RANCH (A CA 92694 2 07/08/03 00 0436200612 03 09/01/03 0 374243 O 08/01/18 0 8473542 964/G01 F 368,000.00 ZZ 180 366,665.81 1 5.375 2,982.52 53 5.125 2,982.52 DANVILLE CA 94506 2 06/23/03 00 0436148795 03 08/01/03 0 421090 O 07/01/18 0 8473548 964/G01 F 548,000.00 ZZ 180 545,949.77 1 5.000 4,333.56 51 4.750 4,333.56 MOUNTAIN VIEW CA 94040 2 06/17/03 00 0436158372 05 08/01/03 0 422767 O 07/01/18 0 8473550 964/G01 F 614,000.00 ZZ 180 611,750.44 1 5.250 4,935.81 65 5.000 4,935.81 SAN CLEMENTE CA 92673 2 06/27/03 00 0436174320 03 08/01/03 0 427601 O 07/01/18 0 8473552 964/G01 F 367,000.00 ZZ 180 365,655.40 1 5.250 2,950.23 54 5.000 2,950.23 PACIFICA CA 94044 2 06/13/03 00 0436288617 03 08/01/03 0 1 428424 O 07/01/18 0 8473580 964/G01 F 505,000.00 ZZ 180 503,149.80 1 5.250 4,059.58 51 5.000 4,059.58 MARTINEZ CA 94553 2 06/19/03 00 0436158240 05 08/01/03 0 435804 O 07/01/18 0 8473624 964/G01 F 622,000.00 ZZ 180 619,672.93 1 5.000 4,918.74 35 4.750 4,918.74 LAFAYETTE CA 94549 2 06/19/03 00 0436157374 05 08/01/03 0 450491 O 07/01/18 0 8473638 964/G01 F 522,000.00 ZZ 180 522,000.00 1 5.000 4,127.95 44 4.750 4,127.95 CUPERTINO CA 95014 2 06/26/03 00 0436218226 05 09/01/03 0 456163 O 08/01/18 0 8473644 964/G01 F 340,200.00 ZZ 180 340,200.00 1 5.000 2,690.28 28 4.750 2,690.28 SAN JOSE CA 95138 2 07/09/03 00 0436200570 03 09/01/03 0 456183 O 08/01/18 0 8473654 964/G01 F 948,000.00 ZZ 180 944,416.10 1 4.875 7,435.15 55 4.625 7,435.15 LOOMIS CA 95650 2 06/26/03 00 0436231997 03 08/01/03 0 458128 O 07/01/18 0 1 8473788 A06/G01 F 96,500.00 ZZ 180 96,500.00 1 5.125 769.42 44 4.875 769.42 OAK PARK MI 48237 2 07/09/03 00 0436207757 05 09/01/03 0 20310883 O 08/01/18 0 8473794 K15/G01 F 123,500.00 ZZ 180 123,037.95 1 5.000 976.63 48 4.750 976.63 NEW EGYPT NJ 08533 5 06/25/03 00 0436188494 05 08/01/03 0 010805517475 O 07/01/18 0 8473816 A06/G01 F 513,000.00 ZZ 180 513,000.00 1 5.000 4,056.77 43 4.750 4,056.77 LEONARD MI 48367 2 07/10/03 00 0436225718 05 09/01/03 0 20316556 O 08/01/18 0 8474130 K15/G01 F 63,500.00 ZZ 180 63,500.00 1 5.500 518.85 53 5.250 518.85 SOMERDALE NJ 08083 5 07/08/03 00 0436207336 05 09/01/03 0 010805518664 O 08/01/18 0 8474184 964/G01 F 520,000.00 ZZ 180 520,000.00 2 5.125 4,146.07 44 4.875 4,146.07 SAN FRANCISCO CA 94133 2 06/27/03 00 0436136758 05 09/01/03 0 450566 O 08/01/18 0 8474966 H58/G01 F 894,000.00 ZZ 180 890,655.29 1 5.000 7,069.71 49 4.750 7,069.71 1 MERCER ISLAND WA 98040 2 06/24/03 00 0436196356 05 08/01/03 0 168641 O 07/01/18 0 8476894 E82/G01 F 296,400.00 ZZ 180 296,400.00 1 5.500 2,421.84 41 5.250 2,421.84 TRUMBULL CT 06611 2 07/15/03 00 0400826384 05 09/01/03 0 0400826384 O 08/01/18 0 8476898 E82/G01 F 326,500.00 T 180 326,500.00 1 5.750 2,711.29 41 5.500 2,711.29 HIAWASSEE GA 30546 2 07/16/03 00 0400828364 05 09/01/03 0 0400828364 O 08/01/18 0 8476904 E82/G01 F 440,600.00 ZZ 180 440,600.00 1 5.125 3,512.99 30 4.875 3,512.99 CRESTED BUTTE CO 81224 2 07/15/03 00 0400865804 03 09/01/03 0 0400865804 O 08/01/18 0 8476914 E82/G01 F 504,800.00 ZZ 180 504,800.00 1 5.125 4,024.87 73 4.875 4,024.87 GOLDEN CO 80401 2 07/15/03 00 0400859617 05 09/01/03 0 0400859617 O 08/01/18 0 8476916 E82/G01 F 446,700.00 ZZ 180 446,700.00 1 5.000 3,532.48 57 4.750 3,532.48 LIVINGSTON NJ 07039 2 07/15/03 00 0400861993 05 09/01/03 0 0400861993 O 08/01/18 0 1 8477296 998/998 F 530,000.00 ZZ 180 528,037.74 1 5.125 4,225.80 53 4.875 4,225.80 LOS ANGELES CA 90045 5 06/14/03 00 15659469 05 08/01/03 0 5659469 O 07/01/18 0 8477408 998/998 F 443,150.00 ZZ 180 441,474.69 1 4.875 3,475.61 61 4.625 3,475.61 WHITTIER CA 90603 5 06/25/03 00 15738142 05 08/01/03 0 5738142 O 07/01/18 0 8477894 E22/G01 F 170,000.00 ZZ 180 170,000.00 1 4.875 1,333.31 46 4.625 1,333.31 SANTA MARIA CA 93454 5 07/09/03 00 0416761997 05 09/01/03 0 0416761997 O 08/01/18 0 8478040 E22/G01 F 148,900.00 ZZ 180 148,900.00 1 5.375 1,206.78 67 5.125 1,206.78 PLANO TX 75075 2 07/11/03 00 0417416518 05 09/01/03 0 0417416518 O 08/01/18 0 8478414 964/G01 F 429,000.00 ZZ 180 429,000.00 1 4.875 3,364.64 42 4.625 3,364.64 MORRO BAY CA 93442 2 07/02/03 00 0436224075 05 09/01/03 0 449065 O 08/01/18 0 8478420 964/G01 F 425,000.00 ZZ 180 425,000.00 1 1 5.125 3,388.62 63 4.875 3,388.62 NAPA CA 94558 5 07/08/03 00 0436207245 05 09/01/03 0 454319 O 08/01/18 0 8478804 X60/G01 F 920,000.00 ZZ 180 920,000.00 1 5.000 7,275.30 22 4.750 7,275.30 BELLEVUE WA 98004 2 07/06/03 00 0436234017 05 09/01/03 0 112973401 O 08/01/18 0 8479678 E82/G01 F 489,500.00 ZZ 180 489,500.00 1 5.125 3,902.88 50 4.875 3,902.88 WESTPORT CT 06880 2 07/17/03 00 0400867511 05 09/01/03 0 0400867511 O 08/01/18 0 8479686 E82/G01 F 420,500.00 ZZ 180 420,500.00 1 5.125 3,352.73 60 4.875 3,352.73 LAGUNA NIGUEL CA 92677 2 07/14/03 00 0400857843 05 09/01/03 0 0400857843 O 08/01/18 0 8479788 E82/G01 F 502,500.00 ZZ 180 502,500.00 1 5.125 4,006.54 36 4.875 4,006.54 LA JOLLA CA 92037 2 07/14/03 00 0400855730 05 09/01/03 0 0400855730 O 08/01/18 0 8479806 E82/G01 F 312,000.00 ZZ 180 312,000.00 1 5.125 2,487.64 51 4.875 2,487.64 CRESTED BUTTE CO 81224 2 07/17/03 00 0400868279 05 09/01/03 0 1 0400868279 O 08/01/18 0 8480034 E22/G01 F 475,000.00 ZZ 180 475,000.00 1 5.000 3,756.27 74 4.750 3,756.27 BELLEVUE WA 98004 2 07/09/03 00 0417544780 05 09/01/03 0 0417544780 O 08/01/18 0 8480086 E22/G01 F 470,000.00 ZZ 180 470,000.00 1 4.875 3,686.20 62 4.625 3,686.20 ORANGE BEACH AL 36561 2 07/14/03 00 0417598646 05 09/01/03 0 0417598646 O 08/01/18 0 8480240 E22/G01 F 432,767.00 ZZ 180 432,767.00 1 5.000 3,422.29 70 4.750 3,422.29 WOODINVILLE WA 98072 2 07/14/03 00 0417704061 05 09/01/03 0 0417704061 O 08/01/18 0 8480814 E86/G01 F 456,000.00 ZZ 180 454,329.32 1 5.250 3,665.68 72 5.000 3,665.68 ELGIN IL 60123 2 06/18/03 00 0436220867 05 08/01/03 0 339336 O 07/01/18 0 8480818 998/998 F 420,244.00 ZZ 180 418,638.68 1 4.750 3,268.79 61 4.500 3,268.79 JACKSONVILLE FL 32259 2 06/24/03 00 5758447 05 08/01/03 0 5758447 O 07/01/18 0 1 8480826 H58/G01 F 486,000.00 ZZ 180 484,200.64 1 5.125 3,874.98 75 4.875 3,874.98 LOS ANGELES CA 90045 2 06/19/03 00 0436196299 05 08/01/03 0 171320 O 07/01/18 0 8480834 E86/G01 F 394,250.00 ZZ 180 392,759.55 1 4.875 3,092.09 84 4.625 3,092.09 MATAWAN NJ 07747 2 06/17/03 04 0436221378 05 08/01/03 30 322071 O 07/01/18 0 8482102 964/G01 F 640,000.00 ZZ 180 640,000.00 1 5.250 5,144.82 36 5.000 5,144.82 SAN FRANCISCO CA 94121 2 07/09/03 00 0436196059 05 09/01/03 0 433704 O 08/01/18 0 8482130 964/G01 F 350,000.00 ZZ 180 350,000.00 1 5.125 2,790.63 60 4.875 2,790.63 SAN MATEO CA 94402 2 07/07/03 00 0436239651 05 09/01/03 0 453613 O 08/01/18 0 8482132 964/G01 F 650,000.00 ZZ 180 650,000.00 1 5.000 5,140.17 69 4.750 5,140.17 MENLO PARK CA 94025 2 07/09/03 00 0436218259 05 09/01/03 0 455546 O 08/01/18 0 8482252 E86/G01 F 609,000.00 ZZ 180 606,697.69 1 4.875 4,776.37 44 4.625 4,776.37 1 OAKTON VA 22124 2 06/18/03 00 0436223556 03 08/01/03 0 368255 O 07/01/18 0 8482570 N47/G01 F 400,000.00 ZZ 180 400,000.00 1 5.125 3,189.28 49 4.875 3,189.28 DANVILLE CA 94526 2 07/09/03 00 0436240030 03 09/01/03 0 20507681 O 08/01/18 0 8482796 U05/G01 F 492,000.00 ZZ 180 490,197.42 1 5.250 3,955.08 71 5.000 3,955.08 LONG BEACH CA 90814 2 06/25/03 00 0436242804 05 08/01/03 0 3361269 O 07/01/18 0 8482820 U05/G01 F 379,000.00 ZZ 180 377,567.20 1 4.875 2,972.49 60 4.625 2,972.49 COLUMBUS OH 43017 2 06/27/03 00 0436242853 05 08/01/03 0 3369242 O 07/01/18 0 8482824 U05/G01 F 810,600.00 ZZ 180 807,598.86 1 5.125 6,463.08 51 4.875 6,463.08 SANTA CRUZ CA 95060 2 06/27/03 00 0436238810 03 08/01/03 0 3364061 O 07/01/18 0 8482850 U05/G01 F 951,000.00 T 180 947,515.75 1 5.250 7,644.88 54 5.000 7,644.88 RANCHO SANTA FE CA 92067 2 06/24/03 00 0436238778 03 08/01/03 0 3377947 O 07/01/18 0 1 8483994 313/G01 F 641,200.00 ZZ 180 641,200.00 1 5.000 5,070.57 69 4.750 5,070.57 GILBERT AZ 85296 2 07/08/03 00 0436201388 03 09/01/03 0 0009682170 O 08/01/18 0 8484176 N47/G01 F 649,950.00 ZZ 180 649,950.00 1 5.000 5,139.76 51 4.750 5,139.76 DOTO DE CAZA CA 92679 5 07/09/03 00 0436265631 03 09/01/03 0 30506136 O 08/01/18 0 8484222 X89/G01 F 430,000.00 ZZ 180 430,000.00 1 5.125 3,428.48 48 4.875 3,428.48 HUNTINGTON BEAC CA 92648 2 07/07/03 00 0436233563 03 09/01/03 0 2011409 O 08/01/18 0 8484936 A06/G01 F 213,000.00 ZZ 180 213,000.00 1 4.875 1,670.56 52 4.625 1,670.56 TROY MI 48083 2 07/09/03 00 0436208094 05 09/01/03 0 1 O 08/01/18 0 8485588 E33/G01 F 592,300.00 ZZ 180 592,300.00 1 5.000 4,683.87 39 4.750 4,683.87 WADSWORTH IL 60083 2 07/14/03 00 0436239909 05 09/01/03 0 799951 O 08/01/18 0 8485650 356/356 F 480,000.00 ZZ 180 478,222.86 1 1 5.125 3,827.14 35 4.875 3,827.14 KENWOOD CA 95452 2 06/10/03 00 29045721 05 08/01/03 0 29045721 O 07/01/18 0 8485784 E82/G01 F 521,500.00 ZZ 180 521,500.00 1 5.125 4,158.03 57 4.875 4,158.03 LAS VEGAS NV 89120 2 07/18/03 00 0400860813 03 09/01/03 0 0400860813 O 08/01/18 0 8485792 E82/G01 F 364,800.00 ZZ 180 364,800.00 1 5.125 2,908.62 60 4.875 2,908.62 SAN FRANCISCO CA 94121 2 07/16/03 00 0400868782 05 09/01/03 0 0400868782 O 08/01/18 0 8485802 E82/G01 F 365,500.00 ZZ 180 365,500.00 1 5.125 2,914.21 72 4.875 2,914.21 SAN DIMAS CA 91773 2 07/16/03 00 0400868238 03 09/01/03 0 0400868238 O 08/01/18 0 8485804 E82/G01 F 999,500.00 ZZ 180 999,500.00 1 5.375 8,100.60 64 5.125 8,100.60 IRMO SC 29063 2 07/15/03 00 0400850541 03 09/01/03 0 0400850541 O 08/01/18 0 8485818 E82/G01 F 337,000.00 ZZ 180 337,000.00 1 5.375 2,731.27 74 5.125 2,731.27 BLACK FOREST CO 80908 2 07/18/03 00 0400848875 03 09/01/03 0 1 0400848875 O 08/01/18 0 8485830 E82/G01 F 222,000.00 ZZ 180 222,000.00 1 5.000 1,755.56 53 4.750 1,755.56 MIAMI BEACH FL 33139 2 07/18/03 00 0400862553 05 09/01/03 0 0400862553 O 08/01/18 0 8485864 E82/G01 F 182,900.00 ZZ 180 182,900.00 1 5.125 1,458.30 74 4.875 1,458.30 OCEAN TOWNSHIP NJ 07712 2 07/16/03 00 0400866547 05 09/01/03 0 0400866547 O 08/01/18 0 8485884 E82/G01 F 184,500.00 ZZ 180 184,500.00 1 5.000 1,459.01 75 4.750 1,459.01 MORGANVILLE NJ 07751 2 07/16/03 00 0400861092 05 09/01/03 0 0400861092 O 08/01/18 0 8485974 E22/G01 F 932,979.00 ZZ 180 932,979.00 1 5.000 7,377.94 18 4.750 7,377.94 BELLEVUE WA 98004 2 06/30/03 00 0417613122 05 09/01/03 0 0417613122 O 08/01/18 0 8486184 E22/G01 F 385,000.00 ZZ 180 385,000.00 1 5.125 3,069.68 66 4.875 3,069.68 DAYTONA FL 32128 2 07/16/03 00 0417772720 03 09/01/03 0 0417772720 O 08/01/18 0 1 8486480 E22/G01 F 524,989.00 ZZ 180 524,989.00 1 5.250 4,220.27 74 5.000 4,220.27 SEATTLE WA 98116 2 07/09/03 00 0417097599 05 09/01/03 0 0417097599 O 08/01/18 0 8486610 H58/G01 F 380,000.00 ZZ 180 380,000.00 1 5.125 3,029.82 70 4.875 3,029.82 AGOURA HILLS CA 91301 2 07/02/03 00 0436262638 05 09/01/03 0 171758 O 08/01/18 0 8486630 E22/G01 F 36,000.00 ZZ 180 36,000.00 1 5.500 294.15 72 5.250 294.15 MEMPHIS TN 38114 5 07/16/03 00 0417476298 05 09/01/03 0 0417476298 O 08/01/18 0 8486740 E22/G01 F 400,000.00 ZZ 180 400,000.00 1 5.000 3,163.17 33 4.750 3,163.17 SEATTLE WA 98144 5 07/13/03 00 0417533452 05 09/01/03 0 0417533452 O 08/01/18 0 8487112 K21/G01 F 972,500.00 ZZ 180 972,500.00 1 5.125 7,753.94 44 4.875 7,753.94 LOS ANGELES CA 90049 2 07/10/03 00 0436233696 05 09/01/03 0 0328856 O 08/01/18 0 8487176 X52/G01 F 432,000.00 ZZ 180 432,000.00 1 5.000 3,416.23 34 4.750 3,416.23 1 KEY WEST FL 33040 2 07/16/03 00 0436245088 05 09/01/03 0 114850401 O 08/01/18 0 8487376 K15/G01 F 94,100.00 ZZ 180 93,762.41 1 5.500 768.88 45 5.250 768.88 WAREHAM MA 02571 5 06/25/03 00 0436221584 05 08/01/03 0 024005518076 O 07/01/18 0 8487530 E33/G01 F 378,000.00 ZZ 180 378,000.00 1 4.875 2,964.64 38 4.625 2,964.64 LAKE FOREST IL 60045 2 07/14/03 00 0436240840 05 09/01/03 0 79960 O 08/01/18 0 8488694 H58/G01 F 378,000.00 ZZ 120 378,000.00 1 4.750 3,963.25 41 4.500 3,963.25 MANHATTAN BEACH CA 90266 2 07/01/03 00 0436272629 05 09/01/03 0 171742 O 08/01/13 0 8489012 X81/G01 F 67,000.00 ZZ 180 67,000.00 1 5.500 547.45 39 5.250 547.45 BLAINE MN 55434 5 07/09/03 00 0436253835 05 09/01/03 0 953456 O 08/01/18 0 8489212 964/G01 F 450,000.00 ZZ 180 450,000.00 1 5.125 3,587.95 62 4.875 3,587.95 ROWLAND HEIGHTS CA 91748 2 07/10/03 00 0436204648 03 09/01/03 0 403598 O 08/01/18 0 1 8489220 964/G01 F 585,000.00 ZZ 180 585,000.00 1 5.000 4,626.15 35 4.750 4,626.15 SANTA BARBARA CA 93108 2 07/14/03 00 0436204408 05 09/01/03 0 439339 O 08/01/18 0 8489234 964/G01 F 370,000.00 ZZ 180 370,000.00 1 5.000 2,925.94 69 4.750 2,925.94 SAN JOSE CA 95133 2 07/10/03 00 0436204747 05 09/01/03 0 455552 O 08/01/18 0 8489292 X60/G01 F 431,500.00 ZZ 180 431,500.00 1 4.875 3,384.24 51 4.625 3,384.24 KIRKLAND WA 98033 2 07/15/03 00 0436241442 05 09/01/03 0 0738588 O 08/01/18 0 8489448 L01/G01 F 345,000.00 ZZ 180 345,000.00 1 5.000 2,728.24 60 4.750 2,728.24 CAREFREE AZ 85377 2 07/15/03 00 0436224794 05 09/01/03 0 12458051 O 08/01/18 0 8489726 N74/G01 F 74,000.00 ZZ 180 73,717.32 1 4.750 575.60 83 4.500 575.60 WILKESBORO NC 28697 2 07/11/03 10 0436236863 05 08/16/03 12 0032856010 O 07/16/18 0 8489786 696/G01 F 390,000.00 ZZ 180 388,525.62 1 1 4.875 3,058.76 68 4.625 3,058.76 FAIRFAX STATION VA 22039 2 07/03/03 00 0436200919 03 08/01/03 0 60103013 O 07/01/18 0 8489904 E82/G01 F 366,350.00 ZZ 180 366,350.00 1 5.250 2,945.01 65 5.000 2,945.01 TORRANCE CA 90501 2 07/03/03 00 0400842431 05 09/01/03 0 0400842431 O 08/01/18 0 8489976 356/356 F 430,000.00 ZZ 180 430,000.00 1 5.250 3,456.68 35 5.000 3,456.68 CARMEL CA 93923 5 07/01/03 00 29041290 05 09/01/03 0 29041290 O 08/01/18 0 8489986 X89/G01 F 447,000.00 ZZ 180 445,362.29 1 5.250 3,593.34 60 5.000 3,593.34 CHULA VISTA CA 91910 5 06/17/03 00 0436235568 05 08/01/03 0 2007737 O 07/01/18 0 8490022 Q87/G01 F 178,500.00 ZZ 180 177,818.13 1 4.750 1,388.43 79 4.500 1,388.43 CANTON GA 30114 5 07/17/03 00 0436234967 05 08/22/03 0 QUCH01 O 07/22/18 0 8490028 W53/G01 F 465,000.00 ZZ 180 463,314.15 1 5.375 3,768.66 77 5.125 3,768.66 PARAMUS NJ 07652 2 06/17/03 00 0436236103 01 08/01/03 0 1 1106000020 O 07/01/18 0 8490340 H58/G01 F 361,000.00 ZZ 180 359,649.40 1 5.000 2,854.77 61 4.750 2,854.77 CALABASAS CA 91302 2 06/16/03 00 0436261770 05 08/01/03 0 145224 O 07/01/18 0 8490822 E22/G01 F 150,000.00 ZZ 180 150,000.00 1 5.000 1,186.19 53 4.750 1,186.19 ATHENS GA 30605 5 07/17/03 00 0417508041 05 09/01/03 0 0417508041 O 08/01/18 0 8490966 E22/G01 F 108,500.00 ZZ 180 108,500.00 1 5.375 879.35 68 5.125 879.35 MILWAUKIE OR 97222 5 07/14/03 00 0417614526 05 09/01/03 0 0417614526 O 08/01/18 0 8491122 B39/G01 F 152,000.00 ZZ 180 152,000.00 1 4.750 1,182.30 73 4.500 1,182.30 GOLDEN VALLEY MN 55426 2 07/17/03 00 0436234629 05 09/01/03 0 20032806F O 08/01/18 0 8491288 E82/G01 F 340,000.00 ZZ 180 340,000.00 1 5.250 2,733.18 55 5.000 2,733.18 FAIRFIELD CA 94534 2 07/18/03 00 0400842837 03 09/01/03 0 0400842837 O 08/01/18 0 1 8491296 E82/G01 F 340,000.00 ZZ 180 340,000.00 1 5.000 2,688.70 59 4.750 2,688.70 ENTERPRISE AL 36330 2 07/18/03 00 0400862108 05 09/01/03 0 0400862108 O 08/01/18 0 8491328 356/356 F 404,000.00 ZZ 180 404,000.00 1 5.125 3,221.18 55 4.875 3,221.18 UNION CITY CA 94587 2 07/01/03 00 29039336 05 09/01/03 0 29039336 O 08/01/18 0 8491332 356/356 F 491,310.00 ZZ 180 491,310.00 1 5.125 3,917.32 66 4.875 3,917.32 FREMONT CA 94539 2 07/01/03 00 29044781 05 09/01/03 0 29044781 O 08/01/18 0 8491406 K15/G01 F 50,000.00 ZZ 180 50,000.00 1 5.500 408.54 65 5.250 408.54 PENSACOLA FL 32501 5 06/27/03 00 0436233159 05 09/01/03 0 009305510783 O 08/01/18 0 8491568 H58/G01 F 551,000.00 ZZ 180 548,916.96 1 4.875 4,321.48 55 4.625 4,321.48 LA JOLLA CA 92037 2 06/30/03 00 0436262042 05 08/01/03 0 172737 O 07/01/18 0 8492206 964/G01 F 365,000.00 ZZ 180 365,000.00 1 5.125 2,910.22 61 4.875 2,910.22 1 UNION CITY CA 94587 2 07/01/03 00 0436270763 05 09/01/03 0 401736 O 08/01/18 0 8492236 964/G01 F 418,000.00 ZZ 180 418,000.00 1 5.000 3,305.52 33 4.750 3,305.52 NEWPORT COAST CA 92657 2 07/01/03 00 0436235113 03 09/01/03 0 463838 O 08/01/18 0 8492280 964/G01 F 445,000.00 ZZ 180 445,000.00 1 5.000 3,519.04 65 4.750 3,519.04 WALNUT CREEK CA 94596 2 07/10/03 00 0436235527 03 09/01/03 0 460265 O 08/01/18 0 8492284 964/G01 F 460,000.00 ZZ 180 460,000.00 1 5.125 3,667.68 80 4.875 3,667.68 HUNTINGTON BEAC CA 92646 2 07/10/03 00 0436235923 05 09/01/03 0 461510 O 08/01/18 0 8492310 E87/G01 F 532,000.00 ZZ 180 532,000.00 1 5.125 4,241.74 25 4.875 4,241.74 SANTA BARBARA CA 93108 5 07/01/03 00 0436233134 05 09/01/03 0 70005060 O 08/01/18 0 8492374 356/356 F 500,000.00 ZZ 180 500,000.00 1 5.250 4,019.39 20 5.000 4,019.39 HILLSBOROUGH CA 94010 5 07/01/03 00 29057809 05 09/01/03 0 29057809 O 08/01/18 0 1 8494702 M27/G01 F 405,600.00 ZZ 180 405,600.00 1 4.875 3,181.11 72 4.625 3,181.11 WILMINGTON NC 28405 2 07/15/03 00 0436237416 03 09/01/03 0 0100156045 O 08/01/18 0 8494928 E82/G01 F 629,800.00 ZZ 180 629,800.00 1 5.125 5,021.52 32 4.875 5,021.52 JUPITER FL 33458 2 07/18/03 00 0400856019 03 09/01/03 0 0400856019 O 08/01/18 0 8494930 E82/G01 F 346,000.00 ZZ 180 346,000.00 1 5.125 2,758.73 56 4.875 2,758.73 FAIRFIELD CA 94585 2 07/18/03 00 0400860789 05 09/01/03 0 0400860789 O 08/01/18 0 8494940 E82/G01 F 161,800.00 ZZ 180 161,800.00 1 5.125 1,290.06 65 4.875 1,290.06 OAK PARK CA 91301 2 07/18/03 00 0400870945 05 09/01/03 0 0400870945 O 08/01/18 0 8495104 E82/G01 F 643,300.00 ZZ 180 643,300.00 1 5.375 5,213.72 41 5.125 5,213.72 ORINDA CA 94563 2 07/18/03 00 0400842712 05 09/01/03 0 0400842712 O 08/01/18 0 8495112 E82/G01 F 406,800.00 ZZ 180 406,800.00 1 1 5.125 3,243.50 73 4.875 3,243.50 MUNSTER IN 46321 2 07/21/03 00 0400858486 05 09/01/03 0 0400858486 O 08/01/18 0 8495124 E82/G01 F 628,100.00 ZZ 180 628,100.00 1 5.000 4,966.97 42 4.750 4,966.97 NEWPORT BEACH CA 92660 2 07/18/03 00 0400862520 03 09/01/03 0 0400862520 O 08/01/18 0 8495138 E82/G01 F 236,750.00 ZZ 180 236,750.00 1 5.125 1,887.66 60 4.875 1,887.66 ENCINO CA 91316 2 07/18/03 00 0400866364 05 09/01/03 0 0400866364 O 08/01/18 0 8495150 E82/G01 F 507,300.00 ZZ 180 507,300.00 1 5.125 4,044.81 68 4.875 4,044.81 GREENWICH CT 06878 2 07/21/03 00 0400860615 05 09/01/03 0 0400860615 O 08/01/18 0 8495154 E33/G01 F 462,700.00 ZZ 180 462,700.00 1 4.875 3,628.94 53 4.625 3,628.94 GLENCOE IL 60022 2 07/18/03 00 0436243182 05 09/01/03 0 KERNS O 08/01/18 0 8495280 E22/G01 F 806,000.00 ZZ 180 806,000.00 1 5.000 6,373.80 58 4.750 6,373.80 MONKTON MD 21111 2 07/18/03 00 0417422193 05 09/01/03 0 1 0417422193 O 08/01/18 0 8495296 E22/G01 F 650,000.00 ZZ 180 650,000.00 1 5.000 5,140.16 55 4.750 5,140.16 KENTFIELD CA 94904 2 07/15/03 00 0417451234 05 09/01/03 0 0417451234 O 08/01/18 0 8495356 E22/G01 F 101,000.00 TX 180 101,000.00 1 5.500 825.25 53 5.250 825.25 AUSTIN TX 78748 5 07/18/03 00 0417582566 05 09/01/03 0 0417582566 O 08/01/18 0 8495370 E22/G01 F 382,000.00 ZZ 180 382,000.00 1 5.125 3,045.76 65 4.875 3,045.76 LAKE SAINT LOUI MO 63367 2 07/18/03 00 0417586997 05 09/01/03 0 0417586997 O 08/01/18 0 8495444 L86/G01 F 393,000.00 ZZ 180 393,000.00 1 5.250 3,159.24 38 5.000 3,159.24 SAN FRANCISCO CA 94114 5 07/16/03 00 0436261614 05 09/01/03 0 14500990 O 08/01/18 0 8495474 E22/G01 F 547,000.00 ZZ 180 547,000.00 1 4.875 4,290.11 55 4.625 4,290.11 LAGUNA BEACH CA 92651 2 07/10/03 00 0417705407 05 09/01/03 0 0417705407 O 08/01/18 0 1 8495504 E22/G01 F 90,321.00 TX 120 90,321.00 1 5.375 974.64 57 5.125 974.64 RICHARDSON TX 75080 5 07/18/03 00 0417731825 05 09/01/03 0 0417731825 O 08/01/13 0 8495540 E22/G01 F 572,000.00 ZZ 180 572,000.00 1 5.000 4,523.34 70 4.750 4,523.34 RIDGEFIELD WA 98642 2 07/17/03 00 0417783651 05 09/01/03 0 0417783651 O 08/01/18 0 8495792 B84/G01 F 400,000.00 T 180 400,000.00 1 5.375 3,241.86 77 5.125 3,241.86 WILMINGTON VT 05363 1 07/14/03 00 0436237986 05 09/01/03 0 1001530045 O 08/01/18 0 8495834 B84/G01 F 456,000.00 ZZ 180 456,000.00 1 5.375 3,695.72 80 5.125 3,695.72 MIDDLETOWN RI 02842 1 07/15/03 00 0436238240 05 09/01/03 0 1001611712 O 08/01/18 0 8496664 N47/G01 F 407,000.00 ZZ 180 407,000.00 1 5.000 3,218.53 49 4.750 3,218.53 FOSTER CITY CA 94404 2 07/10/03 00 0436269708 05 09/01/03 0 90503049 O 08/01/18 0 8497106 S11/G01 F 396,800.00 ZZ 180 396,800.00 1 5.125 3,163.77 45 4.875 3,163.77 1 (NEWPORT COAST CA 92657 2 07/02/03 00 0436232961 03 09/01/03 0 10301572 O 08/01/18 0 8497182 893/G01 F 396,000.00 ZZ 180 396,000.00 1 5.125 3,157.39 52 4.875 3,157.39 SAN JOSE CA 95124 2 07/09/03 00 0436242135 05 09/01/03 0 M30620051 O 08/01/18 0 8497184 X71/G01 F 445,000.00 ZZ 180 445,000.00 1 4.875 3,490.12 69 4.625 3,490.12 CASTRO VALLEY CA 94552 2 07/21/03 00 0436246060 03 09/01/03 0 3088073000 O 08/01/18 0 8497462 N74/G01 F 86,050.00 ZZ 180 85,724.69 1 4.875 674.89 36 4.625 674.89 CONCORD VA 24538 2 07/18/03 00 0436245823 05 08/23/03 0 0032905010 O 07/23/18 0 8497516 N74/G01 F 90,200.00 ZZ 180 90,200.00 1 4.875 707.44 37 4.625 707.44 FAYETTEVILLE AR 72703 2 07/18/03 00 0436245856 05 09/01/03 0 0032903010 O 08/01/18 0 8497580 964/G01 F 337,500.00 ZZ 180 337,500.00 1 5.000 2,668.93 44 4.750 2,668.93 BELMONT CA 94002 2 07/02/03 00 0436226880 05 09/01/03 0 455195 O 08/01/18 0 1 8497592 964/G01 F 408,600.00 ZZ 180 408,600.00 1 4.875 3,204.64 64 4.625 3,204.64 GRANITE BAY CA 95746 2 07/15/03 00 0436226914 03 09/01/03 0 462604 O 08/01/18 0 8497622 H58/G01 F 510,000.00 ZZ 180 510,000.00 1 4.875 3,999.92 71 4.625 3,999.92 VACAVILLE CA 95688 2 07/09/03 00 0436311328 05 09/01/03 0 173136 O 08/01/18 0 8498810 E82/G01 F 384,400.00 ZZ 180 384,400.00 1 5.125 3,064.90 72 4.875 3,064.90 GREENVILLE MS 38701 2 07/23/03 00 0400867719 05 09/01/03 0 0400867719 O 08/01/18 0 8498838 E82/G01 F 160,000.00 ZZ 180 160,000.00 1 5.250 1,286.20 73 5.000 1,286.20 RICHLAND WA 99352 2 07/23/03 00 0400867750 05 09/01/03 0 0400867750 O 08/01/18 0 8498842 E82/G01 F 398,200.00 ZZ 180 398,200.00 1 5.125 3,174.93 47 4.875 3,174.93 VIRGINIA BEACH VA 23454 2 07/21/03 00 0400865291 05 09/01/03 0 0400865291 O 08/01/18 0 8498864 E22/G01 F 127,000.00 ZZ 180 127,000.00 1 1 4.750 987.85 53 4.500 987.85 HAWTHORNE CA 90250 2 07/15/03 00 0417495520 05 09/01/03 0 0417495520 O 08/01/18 0 8498876 E22/G01 F 465,000.00 ZZ 180 465,000.00 1 5.000 3,677.19 39 4.750 3,677.19 DANVILLE CA 94506 2 07/14/03 00 0417521812 03 09/01/03 0 0417521812 O 08/01/18 0 8498894 E82/G01 F 322,100.00 ZZ 180 322,100.00 1 5.375 2,610.51 54 5.125 2,610.51 LITTLETON CO 80125 2 07/23/03 00 0400852224 05 09/01/03 0 0400852224 O 08/01/18 0 8498898 E82/G01 F 354,000.00 ZZ 180 354,000.00 1 5.125 2,822.51 72 4.875 2,822.51 STAUNTON VA 24401 2 07/23/03 00 0400860532 05 09/01/03 0 0400860532 O 08/01/18 0 8498908 E82/G01 F 547,500.00 ZZ 180 547,500.00 1 5.125 4,365.33 79 4.875 4,365.33 ROCHESTER MN 55901 2 07/22/03 00 0400869871 05 09/01/03 0 0400869871 O 08/01/18 0 8498968 E22/G01 F 248,000.00 ZZ 180 248,000.00 1 5.000 1,961.17 40 4.750 1,961.17 R. SANTA MARGAR CA 92688 2 07/16/03 00 0417620994 03 09/01/03 0 1 0417620994 O 08/01/18 0 8498970 E22/G01 F 50,000.00 ZZ 180 50,000.00 1 5.000 395.40 50 4.750 395.40 NORFOLK VA 23502 5 07/18/03 00 0417625589 05 09/01/03 0 0417625589 O 08/01/18 0 8500388 964/G01 F 650,000.00 T 180 650,000.00 1 5.125 5,182.59 47 4.875 5,182.59 LINCOLN CA 95648 2 07/15/03 00 0436244875 05 09/01/03 0 355405 O 08/01/18 0 8500586 K15/G01 F 56,000.00 ZZ 180 56,000.00 1 5.375 453.86 61 5.125 453.86 EVANS NY 14006 5 07/17/03 00 0436240519 05 09/01/03 0 023605519061 O 08/01/18 0 8500590 N47/G01 F 430,500.00 ZZ 180 430,500.00 1 5.125 3,432.46 35 4.875 3,432.46 ORINDA CA 94563 2 07/16/03 00 0436271084 05 09/01/03 0 90502693 O 08/01/18 0 8500656 K15/G01 F 67,500.00 ZZ 180 67,500.00 1 5.500 551.53 75 5.250 551.53 FOWLER CA 93625 5 07/17/03 00 0436239677 05 09/01/03 0 038305510340 O 08/01/18 0 1 8500666 K15/G01 F 50,000.00 ZZ 180 50,000.00 1 5.500 408.54 54 5.250 408.54 BEDFORD OH 44146 5 07/21/03 00 0436241228 05 09/01/03 0 028605510314 O 08/01/18 0 8500696 R26/G01 F 633,450.00 ZZ 180 633,450.00 1 4.875 4,968.13 70 4.625 4,968.13 VENTURA CA 93001 2 07/16/03 00 0436262166 05 09/01/03 0 1790304515 O 08/01/18 0 8500750 964/G01 F 643,000.00 ZZ 180 643,000.00 1 4.875 5,043.04 59 4.625 5,043.04 MORAGA CA 94556 2 07/02/03 00 0436236954 03 09/01/03 0 443120 O 08/01/18 0 8501238 H58/G01 F 469,000.00 ZZ 180 469,000.00 1 5.250 3,770.19 47 5.000 3,770.19 PIEDMONT CA 94610 5 07/01/03 00 0436237358 05 09/01/03 0 167671 O 08/01/18 0 8502046 E82/G01 F 133,000.00 ZZ 180 133,000.00 1 5.125 1,060.44 58 4.875 1,060.44 NEWARK CA 94560 2 07/21/03 00 0400871034 05 09/01/03 0 0400871034 O 08/01/18 0 8502378 E22/G01 F 414,000.00 ZZ 180 414,000.00 1 5.250 3,328.05 46 5.000 3,328.05 1 SEATTLE WA 98103 2 07/16/03 00 0417397460 05 09/01/03 0 0417397460 O 08/01/18 0 8504570 B98/G01 F 392,000.00 ZZ 180 392,000.00 1 5.000 3,099.91 31 4.750 3,099.91 SARATOGA CA 95070 2 07/14/03 00 0436238943 05 09/01/03 0 RC7030006 O 08/01/18 0 8504788 696/G01 F 757,100.00 ZZ 180 757,100.00 1 5.125 6,036.51 59 4.875 6,036.51 POTOMAC MD 20854 2 07/18/03 00 0436235600 05 09/01/03 0 30503162 O 08/01/18 0 8505762 W93/G01 F 607,500.00 ZZ 180 607,500.00 1 4.875 4,764.61 75 4.625 4,764.61 GLENDALE AZ 85308 1 07/09/03 00 0436263164 03 09/01/03 0 35475175 O 08/01/18 0 8505776 W93/G01 F 450,000.00 ZZ 180 450,000.00 1 5.250 3,617.45 78 5.000 3,617.45 FRESNO CA 93720 2 07/03/03 00 0436320139 03 09/01/03 0 45454951 O 08/01/18 0 8505782 W93/G01 F 440,000.00 ZZ 180 440,000.00 1 5.000 3,479.49 12 4.750 3,479.49 LOS ANGELES CA 90049 2 07/07/03 00 0436257356 05 09/01/03 0 51371769 O 08/01/18 0 1 8505824 W93/G01 F 375,000.00 ZZ 180 375,000.00 1 5.000 2,965.48 73 4.750 2,965.48 SAN JOSE CA 95122 2 07/10/03 00 0436259998 05 09/01/03 0 21488191 O 08/01/18 0 8505832 W93/G01 F 452,000.00 ZZ 180 452,000.00 1 5.375 3,663.30 80 5.125 3,663.30 SAN JOSE CA 95118 2 07/11/03 00 0436258412 05 09/01/03 0 21488249 O 08/01/18 0 8505838 W93/G01 F 406,000.00 ZZ 180 406,000.00 1 4.750 3,158.00 28 4.500 3,158.00 DANVILLE CA 94506 2 07/10/03 00 0436259584 05 09/01/03 0 21488355 O 08/01/18 0 8505854 W93/G01 F 420,000.00 ZZ 180 420,000.00 1 5.250 3,376.29 68 5.000 3,376.29 MISSION VIEJO CA 92692 2 07/07/03 00 0436259964 03 09/01/03 0 28471193 O 08/01/18 0 8505870 W93/G01 F 445,000.00 ZZ 180 445,000.00 1 5.125 3,548.08 69 4.875 3,548.08 HUNTINGTON BEAC CA 92646 5 07/07/03 00 0436250591 05 09/01/03 0 67486773 O 08/01/18 0 8505924 M45/G01 F 414,000.00 ZZ 180 414,000.00 1 1 4.875 3,247.00 55 4.625 3,247.00 NOVATO CA 94945 2 07/09/03 00 0436249080 05 09/01/03 0 A0502119 O 08/01/18 0 8505940 M45/G01 F 400,000.00 ZZ 180 400,000.00 1 4.750 3,111.33 64 4.500 3,111.33 BYRON CA 94514 5 07/09/03 00 0436243687 03 09/01/03 0 A0502619 O 08/01/18 0 8505972 M45/G01 F 369,000.00 ZZ 180 369,000.00 1 4.750 2,870.20 58 4.500 2,870.20 NEW HOPE PA 18938 2 07/11/03 00 0436245567 03 09/01/03 0 A0504094 O 08/01/18 0 8505978 M45/G01 F 480,000.00 ZZ 180 480,000.00 1 4.750 3,733.60 47 4.500 3,733.60 CALABASAS CA 91302 2 07/03/03 00 0436246094 03 09/01/03 0 A0502741 O 08/01/18 0 8505984 M45/G01 F 590,000.00 ZZ 180 590,000.00 1 4.750 4,589.21 55 4.500 4,589.21 BODEGA BAY CA 94923 2 07/07/03 00 0436243547 03 09/01/03 0 A0502556 O 08/01/18 0 8505986 M45/G01 F 469,000.00 ZZ 180 469,000.00 1 4.750 3,648.04 60 4.500 3,648.04 POWAY CA 92064 2 07/10/03 00 0436244834 05 09/01/03 0 1 A0503870 O 08/01/18 0 8506502 E22/G01 F 435,000.00 ZZ 180 435,000.00 1 5.375 3,525.52 52 5.125 3,525.52 WEST LONG BRANC NJ 07764 5 07/23/03 00 0416979201 05 09/01/03 0 0416979201 O 08/01/18 0 8506666 E82/G01 F 438,400.00 ZZ 180 438,400.00 1 5.375 3,553.08 47 5.125 3,553.08 REDWOOD CITY CA 94062 2 07/22/03 00 0400851390 05 09/01/03 0 0400851390 O 08/01/18 0 8506710 E82/G01 F 197,500.00 ZZ 180 197,500.00 1 5.125 1,574.71 66 4.875 1,574.71 BERKELEY CA 94710 2 07/23/03 00 0400869442 05 09/01/03 0 0400869442 O 08/01/18 0 8506818 E22/G01 F 130,000.00 ZZ 180 130,000.00 1 5.125 1,036.52 49 4.875 1,036.52 MORRISON CO 80465 5 07/23/03 00 0417552171 05 09/01/03 0 0417552171 O 08/01/18 0 8506904 E82/G01 F 384,300.00 ZZ 180 384,300.00 1 5.125 3,064.10 69 4.875 3,064.10 FALLBROOK CA 92028 2 07/17/03 00 0400863841 05 09/01/03 0 0400863841 O 08/01/18 0 1 8506974 E22/G01 F 516,000.00 ZZ 180 516,000.00 1 5.125 4,114.17 52 4.875 4,114.17 LOS ANGELES CA 90035 2 07/18/03 00 0417663200 05 09/01/03 0 0417663200 O 08/01/18 0 8506988 E22/G01 F 123,500.00 ZZ 180 123,500.00 1 5.000 976.63 65 4.750 976.63 SAINT LOUIS MO 63146 2 07/22/03 00 0417666161 03 09/01/03 0 0417666161 O 08/01/18 0 8507002 E82/G01 F 294,000.00 ZZ 180 294,000.00 1 5.125 2,344.12 37 4.875 2,344.12 RANCHO PALOS VE CA 90275 2 07/23/03 00 0400872321 05 09/01/03 0 0400872321 O 08/01/18 0 8507170 E22/G01 F 64,900.00 ZZ 180 64,900.00 1 5.250 521.72 65 5.000 521.72 WHITESIDE MO 63387 2 07/23/03 00 0417785490 05 09/01/03 0 0417785490 O 08/01/18 0 8507392 Q31/G01 F 610,000.00 ZZ 180 610,000.00 1 5.000 4,823.85 55 4.750 4,823.85 POTOMAC MD 20854 2 07/24/03 00 0436242374 05 09/01/03 0 MD14914 O 08/01/18 0 8507984 E33/G01 F 1,000,000.00 ZZ 180 1,000,000.00 1 5.000 7,907.94 40 4.750 7,907.94 1 LAKE FOREST IL 60045 2 07/24/03 00 0436280184 05 09/01/03 0 80136 O 08/01/18 0 8508100 E33/G01 F 580,000.00 ZZ 180 580,000.00 1 4.875 4,548.93 47 4.625 4,548.93 LAKE FOREST IL 60045 2 07/24/03 00 0436244610 05 09/01/03 0 1 O 08/01/18 0 8508152 356/356 F 442,000.00 ZZ 180 442,000.00 1 5.125 3,524.16 61 4.875 3,524.16 HAYWARD CA 94544 2 07/01/03 00 29058310 03 09/01/03 0 29058310 O 08/01/18 0 8508252 369/G01 F 545,100.00 ZZ 180 543,123.74 1 5.375 4,417.85 63 5.125 4,417.85 TAMPA FL 33618 2 06/13/03 00 0436246656 03 08/01/03 0 0076228220 O 07/01/18 0 8508290 H58/G01 F 343,000.00 ZZ 180 343,000.00 1 5.250 2,757.30 59 5.000 2,757.30 ATLANTA GA 30350 2 07/11/03 00 0436259014 05 09/01/03 0 165594 O 08/01/18 0 8508304 H58/G01 F 521,000.00 ZZ 180 521,000.00 1 5.125 4,154.05 44 4.875 4,154.05 ORINDA CA 94563 2 07/01/03 00 0436250757 05 09/01/03 0 168286 O 08/01/18 0 1 8508330 H58/G01 F 613,000.00 ZZ 180 613,000.00 1 5.125 4,887.57 45 4.875 4,887.57 PORTLAND OR 97201 2 07/10/03 00 0436253470 05 09/01/03 0 169443 O 08/01/18 0 8508414 964/G01 F 416,530.00 ZZ 180 416,530.00 1 5.125 3,321.08 52 4.875 3,321.08 CHESTERFIELD MO 63017 2 07/18/03 00 0436238901 05 09/01/03 0 457250 O 08/01/18 0 8508608 E47/G01 F 311,000.00 ZZ 180 311,000.00 1 5.375 2,520.55 78 5.125 2,520.55 CHICAGO IL 60651 2 07/16/03 00 0436246466 05 09/01/03 0 7360516067 O 08/01/18 0 8508916 369/G01 F 418,000.00 ZZ 180 416,484.54 1 5.375 3,387.75 50 5.125 3,387.75 LONG GROVE IL 60047 2 06/30/03 00 0436243042 05 08/01/03 0 0075739870 O 07/01/18 0 8509018 D03/D03 F 472,000.00 ZZ 180 472,000.00 1 5.000 3,732.55 45 4.750 3,732.55 STANFORD CA 94305 2 07/15/03 00 1030003634 02 09/01/03 0 1030003634 O 08/01/18 0 8509024 H58/G01 F 415,000.00 ZZ 180 415,000.00 1 1 5.375 3,363.44 44 5.125 3,363.44 ENCINITAS CA 92024 5 07/07/03 00 0436243026 05 09/01/03 0 162380 O 08/01/18 0 8509094 356/G01 F 767,200.00 ZZ 180 767,200.00 1 5.125 6,117.05 69 4.875 6,117.05 SAN JOSE CA 95120 2 06/23/03 00 0436278154 05 09/01/03 0 29066529 O 08/01/18 0 8509100 Y21/G01 F 580,000.00 ZZ 180 580,000.00 1 5.125 4,624.46 69 4.875 4,624.46 WASHINGTON NJ 07675 2 07/11/03 00 0436244107 05 09/01/03 0 203538188 O 08/01/18 0 8509120 Y21/G01 F 567,000.00 ZZ 180 567,000.00 1 5.000 4,483.80 78 4.750 4,483.80 WARREN TOWNSHIP NJ 07059 2 07/10/03 00 0436254296 05 09/01/03 0 203566386 O 08/01/18 0 8509128 Y21/G01 F 415,000.00 ZZ 180 413,431.10 1 4.875 3,254.84 51 4.625 3,254.84 READINGTON TOWN NJ 08889 2 06/27/03 00 0436255129 05 08/01/03 0 203524276 O 07/01/18 0 8509728 Y23/G01 F 100,000.00 TX 180 100,000.00 1 5.500 817.08 69 5.250 817.08 COPPELL TX 75019 5 07/23/03 00 0436320709 05 09/01/03 0 1 1000252420 O 08/01/18 0 8509908 E82/G01 F 399,400.00 ZZ 180 399,400.00 1 5.000 3,158.43 40 4.750 3,158.43 DULUTH GA 30096 2 07/24/03 00 0400865069 03 09/01/03 0 0400865069 O 08/01/18 0 8509950 E82/G01 F 447,200.00 ZZ 180 447,200.00 1 5.125 3,565.62 55 4.875 3,565.62 GERMANTOWN MD 20874 2 07/21/03 00 0400859914 03 09/01/03 0 0400859914 O 08/01/18 0 8510026 E82/G01 F 318,000.00 ZZ 180 318,000.00 1 5.375 2,577.28 43 5.125 2,577.28 SCOTTSDALE AZ 85262 2 07/25/03 00 0400852943 03 09/01/03 0 0400852943 O 08/01/18 0 8510030 E82/G01 F 324,250.00 ZZ 180 324,250.00 1 5.125 2,585.31 58 4.875 2,585.31 LONG BEACH CA 90808 2 07/24/03 00 0400856944 05 09/01/03 0 0400856944 O 08/01/18 0 8510044 E82/G01 F 192,000.00 ZZ 180 192,000.00 1 5.125 1,530.86 31 4.875 1,530.86 LAGUNA NIGUEL CA 92677 2 07/24/03 00 0400870119 05 09/01/03 0 0400870119 O 08/01/18 0 1 8510066 E82/G01 F 280,000.00 ZZ 180 280,000.00 1 5.375 2,269.30 50 5.125 2,269.30 HILLSBOROUGH TW NJ 08844 2 07/24/03 00 0400840575 05 09/01/03 0 0400840575 O 08/01/18 0 8510080 E82/G01 F 621,500.00 ZZ 180 621,500.00 1 5.125 4,955.35 52 4.875 4,955.35 SEATTLE WA 98109 2 07/25/03 00 0400866489 05 09/01/03 0 0400866489 O 08/01/18 0 8510104 E82/G01 F 169,000.00 ZZ 180 169,000.00 1 5.125 1,347.47 55 4.875 1,347.47 CARLSBAD CA 92009 2 07/25/03 00 0400872248 05 09/01/03 0 0400872248 O 08/01/18 0 8510438 G51/G01 F 401,500.00 ZZ 180 401,500.00 1 5.125 3,201.25 73 4.875 3,201.25 WHEATRIDGE CO 80215 2 07/22/03 00 0436245773 05 09/01/03 0 20007276 O 08/01/18 0 8510980 E22/G01 F 420,000.00 ZZ 180 420,000.00 1 5.125 3,348.75 68 4.875 3,348.75 NEW HUDSON MI 48165 2 07/24/03 00 0417668928 05 09/01/03 0 0417668928 O 08/01/18 0 8515324 E22/G01 F 375,000.00 ZZ 180 375,000.00 1 5.125 2,989.95 64 4.875 2,989.95 1 WESTORANGE NJ 07052 2 07/23/03 00 0417483559 05 09/01/03 0 0417483559 O 08/01/18 0 8515534 E22/G01 F 505,000.00 ZZ 180 505,000.00 1 5.000 3,993.51 52 4.750 3,993.51 MILL VALLEY CA 94941 2 07/23/03 00 0417724416 05 09/01/03 0 0417724416 O 08/01/18 0 8516056 E86/G01 F 410,000.00 ZZ 180 408,482.03 1 5.125 3,269.01 45 4.875 3,269.01 NEW CANAAN CT 06840 2 06/19/03 00 0436303952 05 08/01/03 0 321417 O 07/01/18 0 8516250 E86/G01 F 430,000.00 ZZ 180 428,391.26 1 5.000 3,400.41 50 4.750 3,400.41 BETHESDA MD 20817 2 06/23/03 00 0436253751 05 08/01/03 0 318617 O 07/01/18 0 8518216 696/G01 F 397,750.00 ZZ 180 396,277.38 1 5.125 3,171.34 64 4.875 3,171.34 STAFFORD VA 22554 2 06/23/03 00 0436254239 05 08/01/03 0 60303009 O 07/01/18 0 8518290 642/G01 F 120,000.00 ZZ 180 120,000.00 1 5.125 956.78 53 4.875 956.78 COLORADO SPRING CO 80917 5 07/25/03 00 0436283790 03 09/01/03 0 07104403 O 08/01/18 0 1 8520188 253/253 F 374,000.00 ZZ 180 374,000.00 1 5.375 3,031.15 51 5.125 3,031.15 CABIN JOHN MD 20818 2 07/16/03 00 475019 05 09/01/03 0 475019 O 08/01/18 0 8521780 E82/G01 F 423,000.00 ZZ 180 423,000.00 1 5.125 3,372.67 34 4.875 3,372.67 PALO ALTO CA 94306 2 07/24/03 00 0400858957 05 09/01/03 0 0400858957 O 08/01/18 0 8521854 E22/G01 F 150,000.00 ZZ 180 150,000.00 1 5.375 1,215.70 35 5.125 1,215.70 WEST CALDWELL NJ 07006 5 07/25/03 00 0417379732 05 09/01/03 0 0417379732 O 08/01/18 0 8522300 E22/G01 F 443,000.00 ZZ 180 443,000.00 1 5.000 3,503.22 52 4.750 3,503.22 HUNTINGTON BEAC CA 92648 2 07/23/03 00 0417682929 05 09/01/03 0 0417682929 O 08/01/18 0 8522590 E22/G01 F 191,000.00 ZZ 180 191,000.00 1 5.125 1,522.88 65 4.875 1,522.88 SAN DIEGO CA 92105 5 07/24/03 00 0417658226 05 09/01/03 0 0417658226 O 08/01/18 0 8522630 E22/G01 F 173,000.00 ZZ 180 173,000.00 1 1 5.250 1,390.71 63 5.000 1,390.71 FOREST GROVE OR 97116 2 07/18/03 00 0417708054 05 09/01/03 0 0417708054 O 08/01/18 0 8522632 E22/G01 F 399,995.00 ZZ 180 399,995.00 1 5.125 3,189.24 61 4.875 3,189.24 NOVATO CA 94945 2 07/23/03 00 0417709714 05 09/01/03 0 0417709714 O 08/01/18 0 8523702 A39/G01 F 376,000.00 ZZ 180 376,000.00 1 5.250 3,022.58 62 5.000 3,022.58 WOODLAND HILLS CA 91367 2 07/13/03 00 0436272579 05 09/01/03 0 2301453RFC O 08/01/18 0 8525000 R84/G01 F 428,000.00 ZZ 180 428,000.00 1 5.125 3,412.53 54 4.875 3,412.53 HOUSTON TX 77056 2 07/25/03 00 0436274310 05 09/01/03 0 0737788 O 08/01/18 0 8525578 369/G01 F 361,896.00 ZZ 180 352,678.44 1 5.125 2,885.47 89 4.875 2,885.47 OCEAN SPRINGS MS 39564 2 05/27/03 14 0436252415 05 07/01/03 25 75853408 O 06/01/18 0 8526472 369/G01 F 380,000.00 ZZ 180 378,622.31 1 5.375 3,079.77 78 5.125 3,079.77 CARMEL IN 46033 2 06/09/03 00 0436259741 05 08/01/03 0 1 76035344 O 07/01/18 0 8526482 P60/G01 F 421,000.00 ZZ 180 421,000.00 1 5.125 3,356.72 70 4.875 3,356.72 SHAKER HTS OH 44122 2 07/11/03 00 0436276315 05 09/01/03 0 1310392857 O 08/01/18 0 8526540 369/G01 F 385,000.00 ZZ 180 382,143.07 1 5.125 3,069.69 71 4.875 3,069.69 DAVIS CA 95616 2 05/30/03 00 0436257828 03 07/01/03 0 75903815 O 06/01/18 0 8526890 144/144 F 425,000.00 ZZ 180 421,878.98 1 5.250 3,416.48 30 5.000 3,416.48 WEST NYACK NY 10994 5 05/15/03 00 160723890 05 07/01/03 0 160723890 O 06/01/18 0 8527166 K15/G01 F 50,000.00 ZZ 120 50,000.00 1 5.500 542.63 51 5.250 542.63 ATKINSON NC 28421 5 07/10/03 00 0436273163 05 09/01/03 0 017105517738 O 08/01/13 0 8527606 E22/G01 F 370,500.00 ZZ 180 370,500.00 1 4.875 2,905.82 68 4.625 2,905.82 BATON ROUGE LA 70810 2 07/28/03 00 0417976115 05 09/01/03 0 0417976115 O 08/01/18 0 1 8527680 G52/G01 F 986,450.00 ZZ 180 986,450.00 1 5.250 7,929.85 52 5.000 7,929.85 TUCSON AZ 85750 2 07/15/03 00 0436301956 05 09/01/03 0 9900011512 O 08/01/18 0 8527900 696/G01 F 428,000.00 ZZ 180 428,000.00 1 5.000 3,384.60 48 4.750 3,384.60 WASHINGTON DC 20037 2 07/22/03 00 0436264709 05 09/01/03 0 25603292 O 08/01/18 0 8530475 E82/G01 F 326,100.00 ZZ 180 319,770.46 1 5.500 2,664.51 37 5.250 2,664.51 NIWOT CO 80503 2 03/13/03 00 0400794822 03 05/01/03 0 0400794822 O 04/01/18 0 8532218 A06/G01 F 160,000.00 ZZ 180 160,000.00 1 5.000 1,265.27 33 4.750 1,265.27 WEST BLOOMFIELD MI 48323 2 07/26/03 00 0436280325 05 09/01/03 0 021000020316034 O 08/01/18 0 8532628 E22/G01 F 453,000.00 ZZ 180 453,000.00 1 5.125 3,611.86 53 4.875 3,611.86 CHICAGO IL 60657 5 07/30/03 00 0417548567 05 09/01/03 0 0417548567 O 08/01/18 0 8532722 E22/G01 F 94,000.00 ZZ 180 94,000.00 1 5.375 761.84 47 5.125 761.84 1 MIAMI FL 33173 5 07/30/03 00 0417636446 03 09/01/03 0 0417636446 O 08/01/18 0 8533230 E22/G01 F 399,950.00 ZZ 180 399,950.00 1 5.000 3,162.78 68 4.750 3,162.78 BELLEVUE WA 98006 2 07/29/03 00 0417928728 05 09/01/03 0 0417928728 O 08/01/18 0 8533520 313/G01 F 472,000.00 ZZ 180 470,252.47 1 5.125 3,763.36 77 4.875 3,763.36 BOCA RATON FL 33434 2 06/25/03 00 0436272025 03 08/01/03 0 9645466 O 07/01/18 0 8533542 313/G01 F 723,000.00 ZZ 180 720,323.18 1 5.125 5,764.63 52 4.875 5,764.63 GLENDALE CA 91202 5 06/26/03 00 0436271621 05 08/01/03 0 9577636 O 07/01/18 0 8534176 313/G01 F 600,000.00 ZZ 180 597,824.70 1 5.375 4,862.80 48 5.125 4,862.80 POWAY CA 92064 5 06/10/03 00 0436270664 05 08/01/03 0 9662032 O 07/01/18 0 8534192 313/G01 F 470,000.00 ZZ 180 466,007.29 1 5.125 3,747.41 47 4.875 3,747.41 PALO ALTO CA 94303 2 06/16/03 00 0436272330 05 08/01/03 0 9636036 O 07/01/18 0 1 8534212 313/G01 F 455,000.00 ZZ 180 453,315.42 1 5.125 3,627.81 46 4.875 3,627.81 CUPERTINO CA 95014 2 06/26/03 00 0436273676 05 08/01/03 0 9646324 O 07/01/18 0 8534218 313/G01 F 527,500.00 ZZ 180 525,197.92 1 5.000 4,171.44 48 4.750 4,171.44 PARK RIDGE IL 60068 2 06/24/03 00 0436272058 05 08/01/03 0 9679283 O 07/01/18 0 8538588 E82/G01 F 382,000.00 ZZ 180 382,000.00 1 5.250 3,070.81 49 5.000 3,070.81 NOVATO CA 94947 2 07/28/03 00 0400846754 05 09/01/03 0 0400846754 O 08/01/18 0 8538592 E82/G01 F 408,300.00 ZZ 180 408,300.00 1 5.250 3,282.23 52 5.000 3,282.23 ALEXANDRIA VA 22314 2 07/31/03 00 0400845640 05 09/01/03 0 0400845640 O 08/01/18 0 8539030 116/116 F 395,850.00 ZZ 180 395,850.00 1 5.000 3,130.36 44 4.750 3,130.36 BELLAIRE TX 77401 2 07/24/03 00 091025030 05 09/01/03 0 091025030 O 08/01/18 0 8539458 B57/G01 F 381,000.00 ZZ 180 381,000.00 1 1 5.250 3,062.77 30 5.000 3,062.77 LAS ANGELES CA 90049 2 07/02/03 00 0436273791 05 09/01/03 0 21001123 O 08/01/18 0 8540990 X51/G01 F 532,500.00 ZZ 180 532,500.00 1 5.125 4,245.73 71 4.875 4,245.73 STOCKTON CA 95212 2 07/29/03 00 0436290266 05 09/01/03 0 0030617011 O 08/01/18 0 8541304 B98/G01 F 805,000.00 ZZ 180 802,019.59 1 5.125 6,418.43 51 4.875 6,418.43 COTO DE CAZA CA 92679 2 06/26/03 00 0436273379 03 08/01/03 0 BBL6030012MB O 07/01/18 0 8541728 K15/G01 F 50,000.00 ZZ 180 50,000.00 1 5.625 411.87 63 5.375 411.87 CANTON OH 44714 5 07/22/03 00 0436288492 05 09/01/03 0 028005510604 O 08/01/18 0 8542700 K15/G01 F 312,000.00 ZZ 180 312,000.00 3 5.500 2,549.30 63 5.250 2,549.30 CORONA NY 11368 2 07/24/03 00 0436288401 05 09/01/03 0 011105518659 O 08/01/18 0 8543090 975/G01 F 450,000.00 ZZ 180 450,000.00 1 4.875 3,529.34 57 4.625 3,529.34 PASADENA CA 91103 5 07/01/03 00 0436300602 05 09/01/03 0 1 2033758 O 08/01/18 0 8543236 975/G01 F 397,000.00 ZZ 180 397,000.00 1 4.875 3,113.66 59 4.625 3,113.66 PLEASANTON CA 94566 5 07/11/03 00 0436293468 05 09/01/03 0 2033310 O 08/01/18 0 8545692 E22/G01 F 64,000.00 ZZ 180 64,000.00 1 5.750 531.46 68 5.500 531.46 EL PASO TX 79924 2 07/31/03 00 0417475027 05 09/01/03 0 0417475027 O 08/01/18 0 8545701 E82/G01 F 302,100.00 ZZ 180 297,734.97 1 5.500 2,468.41 70 5.250 2,468.41 NORCO CA 92860 2 03/13/03 00 0400798054 05 05/01/03 0 0400798054 O 04/01/18 0 8545748 E22/G01 F 509,000.00 ZZ 180 509,000.00 1 5.000 4,025.14 70 4.750 4,025.14 MANCHESTER CT 06040 5 07/31/03 00 0417631306 05 09/01/03 0 0417631306 O 08/01/18 0 8545798 E22/G01 F 607,000.00 ZZ 180 607,000.00 1 5.125 4,839.73 69 4.875 4,839.73 SEATTLE WA 98115 2 07/29/03 00 0417725785 03 09/01/03 0 0417725785 O 08/01/18 0 1 8545970 E22/G01 F 492,000.00 ZZ 180 492,000.00 1 5.000 3,890.70 62 4.750 3,890.70 ASHEVILLE NC 28805 2 07/31/03 00 0417972957 05 09/01/03 0 0417972957 O 08/01/18 0 8546036 E22/G01 F 129,600.00 ZZ 180 129,600.00 1 5.375 1,050.36 80 5.125 1,050.36 LAKE WORTH FL 33463 2 07/31/03 00 0418096533 03 09/01/03 0 0418096533 O 08/01/18 0 8546252 B98/G01 F 430,000.00 ZZ 180 430,000.00 1 5.125 3,428.48 75 4.875 3,428.48 WEST HILLS AREA CA 91304 2 07/14/03 00 0436296768 05 09/01/03 0 BBL6030376MB O 08/01/18 0 8546528 B98/G01 F 480,000.00 ZZ 180 480,000.00 1 4.750 3,733.59 59 4.500 3,733.59 LA CANADA-FLINT CA 91011 2 07/11/03 00 0436305619 05 09/01/03 0 BB6030291MB O 08/01/18 0 8547090 E22/G01 F 60,000.00 ZZ 180 60,000.00 1 4.750 466.70 56 4.500 466.70 TUTTLE OK 73089 5 08/01/03 00 0417996733 05 09/01/03 0 0417996733 O 08/01/18 0 8550668 N47/G01 F 693,000.00 ZZ 180 693,000.00 1 5.250 5,570.87 54 5.000 5,570.87 1 DANVILLE CA 94526 2 07/28/03 00 0436294979 03 09/01/03 0 90503150 O 08/01/18 0 8555395 E22/G01 F 381,500.00 ZZ 180 375,839.60 1 5.250 3,066.79 79 5.000 3,066.79 MODESTO CA 95355 1 03/21/03 00 0416437432 03 05/01/03 0 0416437432 O 04/01/18 0 8562263 T23/G01 F 23,300.00 ZZ 180 22,970.26 1 5.750 193.49 52 5.500 193.49 MIDDLETOWN OH 45044 5 03/19/03 00 0435572383 05 05/01/03 0 6177 O 04/01/18 0 8580837 E82/G01 F 341,900.00 ZZ 180 336,657.94 1 5.375 2,770.98 77 5.125 2,770.98 CLAYTON CA 94517 2 03/28/03 00 0400812046 05 06/01/03 0 0400812046 O 05/01/18 0 8590545 227/G01 F 338,500.00 ZZ 180 333,557.99 1 5.375 2,743.43 72 5.125 2,743.43 OAKLAND CA 94609 2 03/14/03 00 0435627914 05 05/01/03 0 2143477 O 04/01/18 0 8592431 E82/G01 F 313,500.00 ZZ 180 308,665.43 1 5.500 2,561.56 49 5.250 2,561.56 MOUNTAIN VIEW CA 94040 2 04/02/03 00 0400804019 09 06/01/03 0 0400804019 O 05/01/18 0 1 8594105 356/356 F 335,000.00 ZZ 180 329,468.97 1 5.500 2,737.23 62 5.250 2,737.23 MORGAN HILL CA 95037 2 03/11/03 00 29004074 05 05/01/03 0 29004074 O 04/01/18 0 8599391 E82/G01 F 318,500.00 ZZ 180 315,020.31 1 5.375 2,581.33 79 5.125 2,581.33 LA VERNE CA 91750 2 04/04/03 00 0400812699 05 06/01/03 0 0400812699 O 05/01/18 0 8599423 E82/G01 F 255,500.00 ZZ 180 252,737.55 1 5.500 2,087.65 62 5.250 2,087.65 LOS ANGELES CA 90048 2 04/04/03 00 0400804084 01 06/01/03 0 0400804084 O 05/01/18 0 8599481 E82/G01 F 325,500.00 ZZ 180 321,943.84 1 5.375 2,638.06 66 5.125 2,638.06 NOVATO CA 94949 2 04/04/03 00 0400815080 03 06/01/03 0 0400815080 O 05/01/18 0 8624369 286/286 F 331,100.00 ZZ 180 325,167.91 1 5.625 2,727.38 74 5.375 2,727.38 DAVIDSONVILLE MD 21035 2 02/24/03 00 1968424 05 04/01/03 0 1968424 O 03/01/18 0 8629181 X13/G01 F 207,200.00 ZZ 180 204,936.27 1 1 5.375 1,679.29 80 5.125 1,679.29 WEST JORDAN UT 84088 2 04/10/03 00 0435714597 05 06/01/03 0 700575 O 05/01/18 0 8637179 E82/G01 F 322,000.00 ZZ 180 318,482.06 1 5.375 2,609.70 43 5.125 2,609.70 PEBBLE BEACH CA 93953 2 04/14/03 00 0400816013 05 06/01/03 0 0400816013 O 05/01/18 0 8640643 W68/G01 F 397,000.00 TX 180 392,617.34 1 5.250 3,191.39 68 5.000 3,191.39 DALLAS TX 75218 5 04/04/03 00 0435723515 05 06/01/03 0 3033098 O 05/01/18 0 8647685 E82/G01 F 292,000.00 ZZ 180 288,814.50 1 5.500 2,385.88 76 5.250 2,385.88 WALNUT CA 91789 2 04/21/03 00 0400825444 05 06/01/03 0 0400825444 O 05/01/18 0 8652141 E82/G01 F 333,650.00 ZZ 180 329,371.93 1 5.625 2,748.38 75 5.375 2,748.38 WHITTIER CA 90601 2 04/24/03 00 0400819934 05 06/01/03 0 0400819934 O 05/01/18 0 8654223 S11/G01 F 337,000.00 ZZ 180 331,171.69 1 5.625 2,775.98 75 5.375 2,775.98 COSTA MESA CA 92626 2 03/31/03 00 0435735964 05 05/01/03 0 1 10300616 O 04/01/18 0 8654251 964/G01 F 548,000.00 ZZ 180 541,887.26 1 5.125 4,369.32 58 4.875 4,369.32 CUPERTINO CA 95014 2 04/17/03 00 0435765060 05 06/01/03 0 381524 O 05/01/18 0 8658393 E22/G01 F 322,700.00 ZZ 180 319,174.43 1 5.375 2,615.37 41 5.125 2,615.37 SAN FRANCISCO CA 94127 2 04/24/03 00 0416542926 05 06/01/03 0 0416542926 O 05/01/18 0 8667617 E82/G01 F 396,900.00 ZZ 180 394,015.64 1 5.375 3,216.74 80 5.125 3,216.74 LAS VEGAS NV 89128 2 05/01/03 00 0400827713 03 07/01/03 0 0400827713 O 06/01/18 0 8667635 E82/G01 F 927,500.00 ZZ 180 920,759.66 1 5.375 7,517.07 55 5.125 7,517.07 THE WOODLANDS TX 77380 2 05/01/03 00 0400809117 03 07/01/03 0 0400809117 O 06/01/18 0 8672929 E22/G01 F 33,750.00 ZZ 180 33,372.67 1 5.750 280.26 75 5.500 280.26 PORT ALLEN LA 70749 1 05/05/03 00 0416700680 05 06/01/03 0 0416700680 O 05/01/18 0 1 8673901 286/286 F 275,000.00 ZZ 120 268,056.19 1 5.500 2,984.48 59 5.250 2,984.48 SAN JOSE CA 95148 5 03/21/03 00 2119864 05 05/01/03 0 2119864 O 04/01/13 0 8678865 A06/G01 F 35,000.00 ZZ 180 34,617.59 1 5.375 283.67 23 5.125 283.67 WATERFORD MI 48329 5 04/30/03 00 0435771928 05 06/01/03 0 5000020308207 O 05/01/18 0 8682735 E82/G01 F 281,000.00 ZZ 180 277,718.33 1 5.500 2,296.00 68 5.250 2,296.00 STEVENSON RANCH CA 91381 2 05/02/03 00 0400816823 03 07/01/03 0 0400816823 O 06/01/18 0 8689021 E82/G01 F 334,500.00 ZZ 180 332,094.47 1 5.500 2,733.14 67 5.250 2,733.14 FAIR OAKS CA 95628 2 05/05/03 00 0400820536 05 07/01/03 0 0400820536 O 06/01/18 0 8689037 E82/G01 F 312,400.00 ZZ 180 310,129.73 1 5.375 2,531.89 58 5.125 2,531.89 MORAGA CA 94556 2 05/05/03 00 0400827176 05 07/01/03 0 0400827176 O 06/01/18 0 8698367 E82/G01 F 308,400.00 ZZ 180 306,158.79 1 5.375 2,499.48 41 5.125 2,499.48 1 UNION CITY CA 94587 2 05/06/03 00 0400828448 05 07/01/03 0 0400828448 O 06/01/18 0 8702591 E22/G01 F 35,000.00 ZZ 180 34,047.02 1 5.750 290.64 45 5.500 290.64 DURHAM NC 27707 5 05/06/03 00 0417054384 05 07/01/03 0 0417054384 O 06/01/18 0 8707041 E82/G01 F 387,500.00 ZZ 180 384,683.96 1 5.375 3,140.55 60 5.125 3,140.55 MOUNTAIN VIEW CA 94040 2 05/09/03 00 0400830626 09 07/01/03 0 0400830626 O 06/01/18 0 8707931 A39/G01 F 390,000.00 ZZ 180 387,195.33 1 5.500 3,186.63 54 5.250 3,186.63 LOS ANGELES CA 90077 2 05/01/03 00 0435865951 01 07/01/03 0 2300535 O 06/01/18 0 8716051 N34/G01 F 69,000.00 ZZ 180 68,503.79 1 5.500 563.79 27 5.250 563.79 COUNTRY CLUB HI IL 60478 5 05/13/03 00 0435871298 05 07/01/03 0 7705671 O 06/01/18 0 8716543 X81/G01 F 317,600.00 ZZ 180 315,291.93 1 5.375 2,574.04 80 5.125 2,574.04 ST PAUL MN 55104 5 05/12/03 00 0435933999 05 07/01/03 0 953244 O 06/01/18 0 1 8717519 E82/G01 F 272,200.00 ZZ 180 270,242.49 1 5.500 2,224.10 59 5.250 2,224.10 JACKSON WY 83001 2 05/14/03 00 0400819777 05 07/01/03 0 0400819777 O 06/01/18 0 8718941 A46/G01 F 958,700.00 ZZ 180 951,659.70 1 5.250 7,706.78 64 5.000 7,706.78 SAN ANTONIO TX 78257 2 05/12/03 00 0435920475 05 07/01/03 0 0319900 O 06/01/18 0 8728541 E82/G01 F 301,050.00 ZZ 180 298,460.80 1 5.250 2,420.07 50 5.000 2,420.07 VENICE CA 90291 2 05/16/03 00 0400835518 05 07/01/03 0 0400835518 O 06/01/18 0 8728551 E82/G01 F 321,400.00 ZZ 180 319,064.30 1 5.375 2,604.84 69 5.125 2,604.84 AROMAS CA 95004 2 05/16/03 00 0400835112 05 07/01/03 0 0400835112 O 06/01/18 0 8729963 964/G01 F 330,500.00 ZZ 180 324,517.06 1 5.500 2,700.46 39 5.250 2,700.46 LAFAYETTE CA 94549 2 02/10/03 00 0435918644 05 04/01/03 0 327713 O 03/01/18 0 8742497 E22/G01 F 352,500.00 ZZ 180 349,938.31 1 1 5.375 2,856.89 71 5.125 2,856.89 MAGNOLIA TX 77355 2 05/21/03 00 0416600567 03 07/01/03 0 0416600567 O 06/01/18 0 8742953 E22/G01 F 1,000,000.00 ZZ 180 992,732.80 1 5.375 8,104.65 44 5.125 8,104.65 ANNAPOLIS MD 21401 2 05/20/03 00 0416798510 05 07/01/03 0 0416798510 O 06/01/18 0 8743351 E22/G01 F 383,500.00 ZZ 180 379,022.73 1 5.375 3,108.13 66 5.125 3,108.13 SAN DIEGO CA 92121 2 05/15/03 00 0417056116 05 07/01/03 0 0417056116 O 06/01/18 0 8745131 116/116 F 415,600.00 ZZ 180 411,106.56 1 5.500 3,395.80 80 5.250 3,395.80 MAGNOLIA TX 77355 1 04/30/03 00 091022129 05 06/01/03 0 091022129 O 05/01/18 0 8746223 E82/G01 F 498,100.00 ZZ 180 494,159.12 1 5.375 4,036.93 70 5.125 4,036.93 AHWAHNEE CA 93601 2 05/22/03 00 0400837498 05 07/01/03 0 0400837498 O 06/01/18 0 8747013 964/G01 F 537,000.00 ZZ 180 533,097.48 1 5.375 4,352.21 56 5.125 4,352.21 SAN MARINO CA 91108 2 05/09/03 00 0435892435 05 07/01/03 0 1 387793 O 06/01/18 0 8747015 964/G01 F 377,000.00 ZZ 180 374,260.25 1 5.375 3,055.46 51 5.125 3,055.46 REDWOOD CITY CA 94065 2 05/07/03 00 0435935770 05 07/01/03 0 395147 O 06/01/18 0 8747921 714/G01 F 361,500.00 ZZ 180 358,672.69 1 5.000 2,858.72 75 4.750 2,858.72 MEQUON WI 53092 5 05/21/03 00 0435930748 05 07/01/03 0 0719913 O 06/01/18 0 8748065 W68/G01 F 589,000.00 ZZ 180 582,062.79 1 5.375 4,773.64 26 5.125 4,773.64 SANTA MONICA CA 90402 2 04/29/03 00 0435927801 05 06/01/03 0 3041307 O 05/01/18 0 8748587 E22/G01 F 386,600.00 ZZ 180 383,778.45 1 5.500 3,158.84 57 5.250 3,158.84 SAN CARLOS CA 94070 2 05/09/03 00 0416892156 09 07/01/03 0 0416892156 O 06/01/18 0 8752305 X89/G01 F 180,000.00 ZZ 180 178,678.15 3 5.250 1,446.98 40 5.000 1,446.98 TORRANCE CA 90504 2 05/19/03 00 0435930672 05 07/01/03 0 1010242267 O 06/01/18 0 1 8752337 Y44/G01 F 70,500.00 ZZ 180 69,993.02 1 5.500 576.04 43 5.250 576.04 LOS ANGELES CA 90003 2 05/15/03 00 0435932603 05 07/01/03 0 0717336 O 06/01/18 0 8755599 X51/G01 F 394,000.00 ZZ 180 391,106.62 1 5.250 3,167.28 59 5.000 3,167.28 PACIFIC GROVE CA 93950 5 05/17/03 00 0435929815 05 07/01/03 0 0030404017 O 06/01/18 0 8756685 E22/G01 F 100,000.00 ZZ 180 99,273.27 1 5.375 810.47 30 5.125 810.47 RED BANK NJ 07701 5 05/28/03 00 0416863470 05 07/01/03 0 0416863470 O 06/01/18 0 8757377 E82/G01 F 322,000.00 T 180 320,832.59 1 5.375 2,609.70 41 5.125 2,609.70 PARK CITY UT 84060 2 05/30/03 00 0400839726 05 08/01/03 0 0400839726 O 07/01/18 0 8757385 E82/G01 F 225,500.00 ZZ 180 224,691.02 3 5.500 1,842.52 65 5.250 1,842.52 MONTEBELLO CA 90640 2 05/28/03 00 0400834685 05 08/01/03 0 0400834685 O 07/01/18 0 8758661 624/G01 F 620,000.00 ZZ 180 615,446.98 1 5.250 4,984.04 39 5.000 4,984.04 1 PALOS VERDES ES CA 90274 5 05/21/03 00 0435932785 05 07/01/03 0 1000031565 O 06/01/18 0 8761901 E22/G01 F 581,000.00 ZZ 180 576,733.38 1 5.250 4,670.53 59 5.000 4,670.53 LOS ANGELES CA 90064 2 05/28/03 00 0417186590 05 07/01/03 0 0417186590 O 06/01/18 0 8761967 E22/G01 F 260,000.00 TX 180 259,037.39 1 5.125 2,073.03 80 4.875 2,073.03 PROSPER TX 75078 5 05/29/03 00 0417224557 05 08/01/03 0 0417224557 O 07/01/18 0 8762331 E22/G01 F 850,000.00 ZZ 180 840,818.48 1 5.500 6,945.21 59 5.250 6,945.21 ATLANTA GA 30305 5 05/23/03 00 0417083706 05 07/01/03 0 0417083706 O 06/01/18 0 8762395 E82/G01 F 392,000.00 ZZ 180 390,578.81 1 5.375 3,177.02 22 5.125 3,177.02 REDWOOD CITY CA 94062 2 05/29/03 00 0400832721 05 08/01/03 0 0400832721 O 07/01/18 0 8762433 E82/G01 F 263,500.00 ZZ 180 262,534.59 1 5.250 2,118.22 73 5.000 2,118.22 SOUTH SAN FRANC CA 94080 2 05/29/03 00 0400840302 09 08/01/03 0 0400840302 O 07/01/18 0 1 8766285 E22/G01 F 510,000.00 ZZ 180 508,151.01 1 5.375 4,133.37 61 5.125 4,133.37 SUNNYVALE CA 94087 5 05/29/03 00 0416989523 05 08/01/03 0 0416989523 O 07/01/18 0 8768657 964/G01 F 480,000.00 ZZ 180 476,511.73 1 5.375 3,890.24 71 5.125 3,890.24 SAN FRANCISCO CA 94132 2 05/19/03 00 0435935663 05 07/01/03 0 410697 O 06/01/18 0 8768661 964/G01 F 910,000.00 ZZ 180 903,386.80 1 5.375 7,375.25 43 5.125 7,375.25 BURLINGAME CA 94010 2 05/13/03 00 0435935739 03 07/01/03 0 411607 O 06/01/18 0 8768933 A06/G01 F 45,000.00 ZZ 180 44,838.56 1 5.500 367.69 75 5.250 367.69 PONTIAC MI 48340 2 05/29/03 00 0435937115 05 08/01/03 0 035000020310829 O 07/01/18 0 8771707 R84/G01 F 581,000.00 TX 180 576,777.76 1 5.375 4,708.80 70 5.125 4,708.80 HOUSTON TX 77005 5 05/29/03 00 0436031389 05 07/01/03 0 0703167 O 06/01/18 0 8772091 356/356 F 397,800.00 ZZ 180 394,969.14 1 1 5.625 3,276.81 31 5.375 3,276.81 MARTINEZ CA 94553 2 05/07/03 00 3074630 03 07/01/03 0 3074630 O 06/01/18 0 8773345 E82/G01 F 166,500.00 ZZ 180 165,896.36 1 5.375 1,349.42 74 5.125 1,349.42 CARLSBAD CA 92009 2 06/02/03 00 0400826830 01 08/01/03 0 0400826830 O 07/01/18 0 8773355 E82/G01 F 312,000.00 ZZ 180 310,868.85 1 5.375 2,528.65 42 5.125 2,528.65 MORRISON CO 80465 2 06/05/03 00 0400837688 05 08/01/03 0 0400837688 O 07/01/18 0 8773367 E82/G01 F 419,000.00 ZZ 180 417,480.92 1 5.375 3,395.85 79 5.125 3,395.85 SNELLVILLE GA 30078 2 06/05/03 00 0400843504 03 08/01/03 0 0400843504 O 07/01/18 0 8777861 E22/G01 F 38,000.00 ZZ 180 37,866.52 1 5.750 315.56 36 5.500 315.56 PORT RICHEY FL 34668 5 06/04/03 00 0416906345 05 08/01/03 0 0416906345 O 07/01/18 0 8778417 E82/G01 F 628,000.00 ZZ 180 625,723.20 1 5.375 5,089.72 40 5.125 5,089.72 NORTH OAKS MN 55127 2 06/06/03 00 0400832309 05 08/01/03 0 1 0400832309 O 07/01/18 0 8780811 367/367 F 500,000.00 ZZ 180 498,206.25 1 5.500 4,085.42 37 5.250 4,085.42 WASHINGTON DC 20008 2 06/03/03 00 99139757 05 08/01/03 0 99139757 O 07/01/18 0 8790341 964/G01 F 400,000.00 ZZ 180 397,123.41 1 5.500 3,268.34 40 5.250 3,268.34 HUNTINGTON BEAC CA 92649 5 05/27/03 00 0436220305 03 07/01/03 0 405361 O 06/01/18 0 8795703 E82/G01 F 253,900.00 ZZ 180 252,979.49 1 5.375 2,057.77 46 5.125 2,057.77 OCEANSIDE CA 92057 2 06/09/03 00 0400842886 05 08/01/03 0 0400842886 O 07/01/18 0 8796687 F28/G01 F 374,800.00 ZZ 180 371,558.43 1 5.250 3,012.93 40 5.000 3,012.93 NEWPORT BEACH CA 92660 2 05/07/03 00 0436005540 03 07/01/03 0 5537957 O 06/01/18 0 8796693 F28/G01 F 600,000.00 ZZ 180 595,685.11 1 5.500 4,902.51 59 5.250 4,902.51 MAUMEE OH 43537 2 05/08/03 00 0436006001 05 07/01/03 0 5315418 O 06/01/18 0 1 8796695 F28/G01 F 335,000.00 ZZ 180 332,590.87 1 5.500 2,737.23 75 5.250 2,737.23 HAUPPAUGE NY 11788 5 05/21/03 00 0436005847 05 07/01/03 0 5236432 O 06/01/18 0 8796703 F28/G01 F 367,300.00 ZZ 180 364,630.75 1 5.375 2,976.84 69 5.125 2,976.84 SEMINOLE AL 36574 2 05/08/03 00 0436005060 05 07/01/03 0 4973910 O 06/01/18 0 8796707 F28/G01 F 580,000.00 ZZ 180 575,740.71 1 5.250 4,662.49 80 5.000 4,662.49 SAN DIEGO CA 92128 1 05/06/03 00 0436009005 03 07/01/03 0 5493924 O 06/01/18 0 8796711 F28/G01 F 460,000.00 ZZ 180 456,621.95 1 5.250 3,697.84 21 5.000 3,697.84 CORONADO CA 92118 5 05/21/03 00 0436004709 05 07/01/03 0 5416275 O 06/01/18 0 8796761 F28/G01 F 386,250.00 ZZ 180 380,610.86 1 5.375 3,130.43 51 5.125 3,130.43 LAKE ST LOUIS MO 63367 2 03/12/03 00 0436005680 05 05/01/03 0 4983125 O 04/01/18 0 8796767 F28/G01 F 360,000.00 ZZ 180 357,383.79 1 5.375 2,917.68 80 5.125 2,917.68 1 DUVALL WA 98019 2 05/15/03 00 0436008528 05 07/01/03 0 5528485 O 06/01/18 0 8796777 F28/G01 F 374,000.00 ZZ 180 368,367.97 1 5.000 2,957.57 79 4.750 2,957.57 FORT WALTON BEA FL 32547 2 04/02/03 00 0436003362 05 05/01/03 0 5126395 O 04/01/18 0 8798055 X89/G01 F 265,500.00 ZZ 180 264,547.51 1 5.500 2,169.36 59 5.250 2,169.36 BOCA RATON FL 33498 5 06/07/03 00 0436022578 03 08/01/03 0 2007258 O 07/01/18 0 8804813 E23/G01 F 380,000.00 ZZ 180 378,607.76 1 5.250 3,054.74 67 5.000 3,054.74 SAN DIEGO CA 92123 2 06/17/03 00 0436045678 01 08/01/03 0 11020965 O 07/01/18 0 8806603 N16/G01 F 273,000.00 ZZ 180 271,978.63 1 5.000 2,158.87 25 4.750 2,158.87 LAGUNA BEACH CA 92651 2 06/24/03 00 0436073043 05 08/03/03 0 228151376 O 07/03/18 0 8811265 N16/G01 F 201,000.00 ZZ 180 200,240.12 1 4.875 1,576.44 58 4.625 1,576.44 PALMDALE CA 93551 2 07/03/03 00 0436157010 05 08/13/03 0 N16 O 07/13/18 0 1 8813101 E23/G01 F 500,000.00 ZZ 180 500,000.00 1 5.125 3,986.60 67 4.875 3,986.60 SAN DIEGO CA 92110 1 07/12/03 00 0436230460 05 09/01/03 0 11021181 O 08/01/18 0 8813277 N16/G01 F 415,000.00 ZZ 180 413,431.10 1 4.875 3,254.84 70 4.625 3,254.84 SAN DIEGO CA 92129 2 07/14/03 00 0436237549 05 08/24/03 0 N16 O 07/24/18 0 TOTAL NUMBER OF LOANS : 562 TOTAL ORIGINAL BALANCE : 228,357,335.00 TOTAL PRINCIPAL BALANCE : 227,700,688.29 TOTAL ORIGINAL P+I : 1,828,698.99 TOTAL CURRENT P+I : 1,828,698.99 *************************** * END OF REPORT * ***************************
EXHIBIT TWO SCHEDULE OF DISCOUNT FRACTIONS (Available Upon Request) Schedule of Discount Fractions Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance 8424902 $183,297.12 4.470% 0.6667% $1,221.98 8448142 $172,837.23 4.470% 0.6667% $1,152.25 8449628 $521,649.66 4.470% 0.6667% $3,477.66 8452508 $387,347.00 4.470% 0.6667% $2,582.31 8452514 $585,753.84 4.470% 0.6667% $3,905.03 8452554 $410,226.92 4.470% 0.6667% $2,734.85 8452562 $403,652.14 4.470% 0.6667% $2,691.01 8452564 $410,924.25 4.470% 0.6667% $2,739.50 8452612 $545,906.65 4.470% 0.6667% $3,639.38 8452614 $661,862.00 4.470% 0.6667% $4,412.41 8452616 $438,518.44 4.470% 0.6667% $2,923.46 8452618 $498,588.10 4.470% 0.6667% $3,323.92 8452622 $551,883.73 4.470% 0.6667% $3,679.22 8457170 $705,238.85 4.220% 6.2222% $43,881.53 8464686 $61,500.00 4.220% 6.2222% $3,826.67 8470568 $453,261.90 4.470% 0.6667% $3,021.75 8480818 $418,638.68 4.470% 0.6667% $2,790.92 8488694 $378,000.00 4.470% 0.6667% $2,520.00 8489726 $73,717.32 4.470% 0.6667% $491.45 8490022 $177,818.13 4.470% 0.6667% $1,185.45 8491122 $152,000.00 4.470% 0.6667% $1,013.33 8498864 $127,000.00 4.470% 0.6667% $846.67 8505838 $406,000.00 4.470% 0.6667% $2,706.67 8505940 $400,000.00 4.470% 0.6667% $2,666.67 8505972 $369,000.00 4.470% 0.6667% $2,460.00 8505978 $480,000.00 4.470% 0.6667% $3,200.00 8505984 $590,000.00 4.470% 0.6667% $3,933.33 8505986 $469,000.00 4.470% 0.6667% $3,126.67 8546528 $480,000.00 4.470% 0.6667% $3,200.00 8547090 $60,000.00 4.470% 0.6667% $400.00 Wednesday, August 27, 2003 Page 1 of 1
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, (a) the number and aggregate principal balances of Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Mortgage Loans that are in foreclosure, (b) the number and aggregate principal balances of Reportable Modified Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Reportable Modified Mortgage Loans that are in foreclosure and are REO Property, indicating in each case capitalized Mortgage Loans, other Servicing Modifications and totals, and (c) for all Reportable Modified Mortgage Loans, the number and aggregate Stated Principal Balance of Reportable Modified Mortgage Loans that have been liquidated, the subject of pay-offs and that have been repurchased by the Master Servicer or Seller; (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; -1- (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; (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; (xvii) the aggregate amount of Realized Losses for such Distribution Date; (xviii)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; (xix) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; and (xx) the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date. In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination. 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 MARCH 1, 2003 RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and BANK ONE, NATIONAL ASSOCIATION, Trustee SERIES SUPPLEMENT, DATED AS OF APRIL 1, 2003, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF MARCH 1, 2003 Mortgage Pass-Through Certificates Series 2003-S9
TABLE OF CONTENTS PAGE DEFINITIONS Section 1.01 Definitions..........................................................-3- Section 1.02 Use of Words and Phrases............................................-11- ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the Standard Terms)............................-12- Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)....-12- Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company.............................................................-12- Section 2.04 Representations and Warranties of the Mortgage Loan Seller..........-14- Section 2.05 Execution and Authentication of Certificates........................-15- ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)......-17- Section 4.02 Distributions.......................................................-17- Section 4.03 Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting. (See Section 4.03 of the Standard Terms)............-24- 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)...........-24- Section 4.05 Allocation of Realized Losses.......................................-25- Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms).................................-26- Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms).....................................................-26- Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)..............-26- ARTICLE V THE CERTIFICATES ARTICLE VI THE COMPANY AND THE MASTER SERVICER ARTICLE VII DEFAULT ARTICLE VIII CONCERNING THE TRUSTEE ARTICLE IX TERMINATION 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...............................................-31- Section 9.02 Additional Termination Requirements.................................-35- Section 9.03 Termination of Multiple REMICs (See Section 9.03 of the Standard Terms)............................-35- ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms).....-36- Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms)................................-36- Section 10.03 Designation of REMIC(s).............................................-36- Section 10.04 Distributions on the Uncertificated REMIC Regular Interests.........-36- Section 10.05 Compliance with Withholding Requirements............................-37- ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)................-38- Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard Terms)..............................................................-38- Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the Standard Terms).....................................................-38- Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)...........-38- Section 11.05 Notices.............................................................-38- Section 11.06 Required Notices to Rating Agency and Subservicer...................-39- Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)-39- Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms).....................................................-39- Section 11.09 Allocation of Voting Rights.........................................-39- ARTICLE XII CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER Section 12.01.Rights of the Certificate Insurer to Exercise Rights of Insured Certificateholders..................................................-58- Section 12.02.Claims Upon the Certificate Policy; Certificate Insurance Account...-58- Section 12.03.Effect of Payments by the Certificate Insurer; Subrogation..........-59- Section 12.04.Notices and Information to the Certificate Insurer..................-60- Section 12.05.Trustee to Hold Certificate Policy..................................-60- Section 12.06.Ratings.............................................................-60- Section 12.07.Third Party Beneficiaries...........................................-60- 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 March 1, 2003
This is a Series Supplement, dated as of April 1, 2003 (the "Series Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as of March 1, 2003 and attached as Exhibit Four hereto (the "Standard Terms" and, together with this Series Supplement, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company (together with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL ASSOCIATION, as Trustee (together with its permitted successors and assigns, the "Trustee"). PRELIMINARY STATEMENT The Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund. As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of Trust Fund, and subject to this Agreement, as a real estate mortgage investment conduit (the "REMIC") for federal income tax purposes. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. -1- The following table sets forth the designation, type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and certain features for each Class of Certificates comprising the interests in the Trust Fund created hereunder.
AGGREGATE INITIAL CERTIFICATE PASS-THROUGH PRINCIPAL MATURITY MOODY'S/ MINIMUM DESIGNATION RATE BALANCE FEATURES1 DATE S&P DENOMINATIONS2 Class A-1 6.50% $262,487,000 Senior March 25, 2032 Aaa/AAA $25,000 Senior/Principal Class A-P 0.00% $ 2,552,004 Only March 25, 2032 Aaa/AAA $25,000 Senior/Interest Only/ Class A-V Variable Rate$ 0 Variable Strip March 25, 2032 Aaa/AAA 20% Class R 6.50% 100 Senior/Residual March 25, 2032 Aaa/AAA 20% Class M-1 6.50% $ 4,082,000 Mezzanine March 25, 2032 NA/AA $25,000 Class M-2 6.50% $ 1,088,000 Mezzanine March 25, 2032 NA/A $250,000 Class M-3 6.50% $ 816,000 Mezzanine March 25, 2032 NA/BBB $250,000 Class B-1 6.50% $ 408,000 Subordinate March 25, 2032 NA/BB $250,000 Class B-2 6.50% $ 273,000 Subordinate March 25, 2032 NA/B $250,000 Class B-3 6.50% $ 408,271 Subordinate March 25, 2032 NA/NA $250,000
The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of $272,114,375. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: - -------- 1 The Class A Certificates and Class M Certificates shall be Book-Entry Certificates. The 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%. -2- DEFINITIONS Section 1.01 Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Bankruptcy Amount: As of any date of determination prior to the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement. As of any date of determination on or after the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (1) the lesser of (a) the Bankruptcy Amount calculated as of the close of business on the Business Day immediately preceding the most recent anniversary of the Cut-off Date coinciding with or preceding such date of determination (or, if such date of determination is an anniversary of the Cut-off Date, the Business Day immediately preceding such date of determination) (for purposes of this definition, the "Relevant Anniversary") and (b) the greater of (A) the greater of (i) 0.0006 times the aggregate principal balance of all the Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary (other than Additional Collateral Loans, if any) having a Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000; and (B) the greater of (i) the product of (x) an amount equal to the largest difference in the related Monthly Payment for any Non-Primary Residence Loan remaining in the Mortgage Pool (other than Additional Collateral Loans, if any) which had an original Loan-to-Value Ratio of 80% or greater that would result if the Net Mortgage Rate thereof was equal to the weighted average (based on the principal balance of the Mortgage Loans as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage Loans as of the Relevant Anniversary less 1.25% per annum, (y) a number equal to the weighted average remaining term to maturity, in months, of all Non-Primary Residence Loans remaining in the Mortgage Pool as of the Relevant Anniversary, and (z) one plus the quotient of the number of all Non- Primary Residence Loans remaining in the Mortgage Pool divided by the total number of Outstanding Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary, and (ii) $50,000, over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the Relevant Anniversary. -3- 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 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 2003-S9" and which must be an Eligible Account. Class A Certificate: Any one of the Class A-1, Class A-P or Class A-V Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A. Class R Certificate: Any one of the Class R Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D and evidencing an interest designated as a "residual interest" in the REMIC for purposes of the REMIC Provisions. Closing Date: April 30, 2003. 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 2003-S9. Cut-off Date: April 1, 2003. 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 calendar month of such Distribution Date. Eligible Funds: On any Distribution Date, the portion, if any, of the Available Distribution Amount remaining after reduction by the sum of (i) the aggregate amount of Accrued Certificate Interest on the Senior Certificates, (ii) the Senior Principal Distribution Amount (determined without regard to Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the Class A-P Principal Distribution Amount (determined without regard to Section 4.02(b)(i)(E) of this Series Supplement) -4- and (iv) the aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and Class B-2 Certificates. Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount equal to:(X) prior to the third anniversary of the Cut-off Date an amount equal to 2.50% 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 third to the fifth anniversary of the Cut-off Date, an amount equal to 1.75% 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 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 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 Notional Amount: With respect to any Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date Principal Balance of the Non- Discount Mortgage Loans corresponding to the Uncertificated 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: 1.50% Class B-1: 0.15% Class M-2: 0.40% Class B-2: 0.10% Class M-3: 0.30% Class B-3: 0.15% Interest Accrual Period: With respect to any Certificates and any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. -5- Maturity Date: With respect to each Class of Certificates, March 25, 2032, the Distribution Date immediately following the latest scheduled maturity date of any Mortgage Loan. Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement, dated the Closing Date, between the Mortgage Loan Seller and the Company relating to the transfer and assignment of the Mortgage Loans. Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as Exhibit One, 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. Mortgage Loan Seller: Bank of America, National Association. Notional Amount: As of any Distribution Date, with respect to any Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Stated Principal Balance of the Non-Discount Mortgage Loans corresponding to the Uncertificated REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). Pass-Through Rate: With respect to the Class A Certificates (other than the 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. 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 Non-Discount Mortgage Loans as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Non-Discount Mortgage Loans as -6- of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Due Date in the month preceding the month of such Distribution Date). With respect to the Class A-V Certificates and the initial Distribution Date, the Pass-Through Rate is equal to 0.2476% 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 Non-Discount Mortgage Loans corresponding to the Uncertificated 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 Non- Discount 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 Due Date in the month preceding the month of such Distribution Date). The Principal Only Certificates have no Pass- Through Rate and are not entitled to Accrued Certificate Interest. Pool Strip Rate: With respect to each Non-Discount Mortgage Loan, a per annum rate equal to the excess of (a) the Net Mortgage Rate of such Non-Discount Mortgage Loan over (b) 6.50% per annum. Prepayment Assumption: With respect to each Class of Certificates, the prepayment assumption to be used for determining the accrual of original issue discount and premium and market discount on such Certificates for federal income tax purposes, which assumes a constant prepayment rate of 50% per annum. 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 May 2008 (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 is outstanding with a Certificate Principal Balance greater than zero: (a) in the case of the Class of Subordinate Certificates then outstanding with the Highest Priority and each other Class of Subordinate Certificates for which the related Prepayment Distribution Trigger has been satisfied, a fraction, expressed as a percentage, the numerator of which is the Certificate Principal Balance of such Class immediately prior to such date and the denominator of which is the sum of the Certificate Principal Balances immediately prior to such date of (1) the Class of Subordinate Certificates then outstanding with the Highest Priority and (2) all other Classes of Subordinate Certificates for which the respective Prepayment Distribution Triggers have been satisfied; and (b) in the case of each other Class of Subordinate Certificates for which the Prepayment Distribution Triggers have not been satisfied, 0%; and -7- (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. Scheduled Final Distribution Date: March 25, 2032. 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 -8- (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Senior Principal Distribution Amount: As to any Distribution Date, the lesser of (a) the balance of the Available Distribution Amount remaining after the distribution of all amounts required to be distributed pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series Supplement, or, after the Credit Support Depletion Date, the amount required to be distributed to the Class A-P Certificateholders pursuant to Section 4.02(c) of this Series Supplement and (b) the sum of the amounts required to be distributed to the Senior Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y) of this Series Supplement. Special Hazard Amount: As of any Distribution Date, an amount equal to $2,721,144 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 38.56% (which percentage is equal to the percentage of Mortgage Loans initially secured by Mortgaged Properties located in the State of California) and (ii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property located in the State of California. The Special Hazard Amount may be further reduced by the Master Servicer (including accelerating the manner in which coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Subordinate Principal Distribution Amount: With respect to any Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i) the product of (x) the related Subordinate Class -9- Percentage for such Class and (y) the aggregate of the amounts calculated for such Distribution Date under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement (without giving effect to the Senior Percentage) to the extent not payable to the Senior Certificates; (ii) such Class's pro rata share, based on the Certificate Principal Balance of each Class of Subordinate Certificates then outstanding, of the principal collections described in Section 4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving effect to the Senior Accelerated Distribution Percentage) to the extent such collections are not otherwise distributed to the Senior Certificates; (iii) the product of (x) the related Prepayment Distribution Percentage and (y) the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments with respect to a Discount Mortgage Loan) to the extent not payable to the Senior Certificates; (iv) if such Class is the Class of Subordinate Certificates with the Highest Priority, any Excess Subordinate Principal Amount for such Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii) as determined for any previous Distribution Date, that remain undistributed to the extent that such amounts are not attributable to Realized Losses which have been allocated to a Class of Subordinate Certificates minus (b) the sum of (i) with respect to the Class of Subordinate Certificates with the Lowest Priority, any Excess Subordinate Principal Amount for such Distribution Date; and (ii) the Capitalization Reimbursement Amount for such Distribution Date, other than the related Discount Fraction of any portion of that amount related to each Discount Mortgage Loan, multiplied by a fraction, the numerator of which is the Subordinate Principal Distribution Amount for such Class of Subordinate Certificates, without giving effect to this clause (b)(ii), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates other than the Class A-P Certificates, without giving effect to any reductions for the Capitalization Reimbursement Amount. Uncertificated Accrued Interest: With respect to each Distribution Date, as to each Uncertificated REMIC Regular Interest, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on each such uncertificated interest, if the Pass-Through Rate on such uncertificated interest were equal to the related Uncertificated Pass-Through Rate and the notional amount of such uncertificated interest were equal to the related Uncertificated Notional Amount, and any reduction in the amount of Accrued Certificate Interest resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts to the Class A-V Certificateholders pursuant to Section 4.05 hereof shall be allocated to the Uncertificated REMIC Regular Interests pro rata in accordance with the amount of interest accrued with respect to each related Uncertificated Notional Amount and such Distribution Date. Uncertificated Notional Amount: With respect to each Uncertificated REMIC Regular Interest, the Stated Principal Balance of the related Non-Discount Mortgage Loan. Uncertificated Pass-Through Rate: With respect to each Uncertificated REMIC Regular Interest, the related Uncertificated REMIC Regular Interest Pool Strip Rate. Uncertificated REMIC Regular Interest Pool Strip Rate: With respect to each Uncertificated REMIC Regular Interest, the Pool Strip Rate for the related Mortgage Loan. -10- Uncertificated REMIC Regular Interest Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC Regular Interest for such Distribution Date pursuant to Section 10.04(a). Uncertificated REMIC Regular Interests: The 441 uncertificated partial undivided beneficial ownership interests in the Trust Fund, each relating to a Non-Discount Mortgage Loan, each having no principal balance and each bearing interest at the respective Uncertificated Pass-Through Rate on the respective Uncertificated Notional Amount. 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. -11- 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, with respect to a majority of the Mortgage Loans, 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 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; -12- (vi) No more than 1.0% of the Mortgage Loans by aggregate Cut-off Date Principal Balance are secured by Mortgaged Properties located in any one zip code area in California and no more than 0.9% of the Mortgage Loans by aggregate Cut- Off Date Principal Balance 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) No more than 13.64% of the Mortgage Loans by aggregate Cut-off Date Principal Balance 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 -13- 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; (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 are Pledged Asset Loans or Additional Collateral Loans. 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. It is understood and agreed that the obligation of the Company to cure such breach or to so purchase 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 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 the Mortgage Loan Seller. The Company, as assignee of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement, hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Mortgage Loan Purchase Agreement and each Seller's Agreement (to the extent assigned to the Company pursuant to the Mortgage Loan Purchase Agreement) applicable to a Mortgage Loan. Insofar as the Mortgage Loan Purchase Agreement or the Company's rights under such Seller's Agreement relate to the representations and warranties made by the Mortgage Loan Seller 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 Mortgage Loan Seller 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 -14- 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 Mortgage Loan Purchase Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Mortgage Loan Purchase 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 the Mortgage Loan Seller, as the case may be, of such breach and request that such Seller or the Mortgage Loan Seller, 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. 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 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. It is understood and agreed that the obligation of the Seller or the Mortgage Loan Seller, as the case may be, to cure such breach or purchase 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. In connection with the purchase of any such Mortgage Loan by the Mortgage Loan Seller, the Trustee shall assign to the Mortgage Loan Seller all of the Trustee's right, title and interest in respect of the Seller's Agreement and the Mortgage Loan Purchase Agreement applicable to such Mortgage Loan. 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. -15- ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS (SEE ARTICLE III OF THE STANDARD TERMS) -16- ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms) Section 4.02 Distributions. (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (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) 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(e), the sum of the following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): (A) the Senior Percentage for such Distribution Date times the sum of the following: -17- (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, 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) including Subsequent Recoveries received during the preceding calendar month (or deemed to have been so received in accordance with Section 3.07(b) of the Standard Terms) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (other than the related Discount Fraction of the principal portion of such unscheduled collections, with respect to each Discount Mortgage Loan); (B) with respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition occurred during the preceding calendar month (or was deemed to have occurred during such period in accordance with Section 3.07(b) of the Standard Terms) and did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a) the Senior Percentage for such Distribution Date times the Stated Principal Balance of 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 -18- 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; (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; minus (F) the Capitalization Reimbursement Amount for such Distribution Date, other than the related Discount Fraction of any portion of that amount related to each Discount Mortgage Loan, multiplied by a fraction, the numerator of which is the Senior Principal Distribution Amount, without giving effect to this clause (F), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates other than the Class A-P Certificates, without giving effect to any reductions for the Capitalization Reimbursement Amount; (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 -19- 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 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 -20- 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; (xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; (xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a) (xv) of this Series Supplement are insufficient therefor; (xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; (xvi) to the Senior Certificates, in the priority set forth in Section 4.02(b) of this Series Supplement, the portion, if any, of the Available Distribution Amount remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the Available Distribution Amount remaining after the Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and (xvii) to the Class R Certificates, the balance, if any, of the Available Distribution Amount. -21- 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 (1) a shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates results from an interest rate reduction in connection with a Servicing Modification, or (2) 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. (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, Subsequent Recoveries and repurchases (including deemed repurchases under Section 3.07(b) of the Standard Terms) of Discount Mortgage Loans; (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; -22- (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; minus (F) the related Discount Fraction of the portion of the Capitalization Reimbursement Amount for such Distribution Date, if any, related to each Discount Mortgage Loan; and (ii) the Senior Principal Distribution Amount shall be distributed to the Class R Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (iii) the balance of the Senior Principal Distribution Amount remaining after the distribution described in clause (ii) above shall be distributed to the Class A-1 Certificates, until the Certificate Principal Balance 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 of principal among 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) After the reduction of the Certificate Principal Balances of the Senior Certificates (other than the Class A-P Certificates) to zero but prior to the Credit Support Depletion Date, the Senior Certificates (other than the Class A-P Certificates) will be entitled to no further distributions of principal thereon and the Available Distribution Amount will be paid solely to the holders of the Class A-P Certificates, Class A-V Certificates, Class M Certificates and Class B Certificates, in each case as described herein. (e) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such funds into the Custodial Account pursuant to Section 3.07(b)(iii). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Subordinate Certificates with the Highest Priority to which Realized Losses, other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses and Extraordinary Losses, have been allocated, -23- but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. The amount of any remaining Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Lower Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. Any remaining Subsequent Recoveries will in turn be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Lower Priority up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (f) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be solely responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Registrar, the Company or the Master Servicer shall have any responsibility therefor. (g) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Master Servicer shall, no later than the Determination Date in the month of such final distribution, notify the Trustee and the Trustee shall, no later than two (2) Business Days after such Determination Date, mail on such date to each Holder of such Class of Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the related Interest Accrual Period. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to 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; Statements to Rating Agencies; Exchange Act Reporting. (See Section 4.03 of the Standard Terms) 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) -24- Section 4.05 Allocation of Realized Losses. Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized Losses, if any, that resulted from any Cash Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a Servicing Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the reduction in the interest portion of the Monthly Payment due during the related Due Period. The amount of each Realized Loss shall be evidenced by an Officers' Certificate. All Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first, to the Class B-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class B-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class B-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and, thereafter, if any such Realized Losses are on a Discount Mortgage Loan, to the Class A-P Certificates in an amount equal to the Discount Fraction of the principal portion thereof, 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-V Certificates and Class A-P Certificates) in the case of the principal portion of such loss on a pro rata basis and among all of the Senior Certificates (other than the Class A-P Certificates) in the case of the interest portion of such loss 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. 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; provided that no such reduction shall reduce the aggregate Certificate Principal Balance of the Certificates below the aggregate Stated Principal Balance of the Mortgage Loans. Any allocation of the principal portion of Realized Losses (other than Debt Service -25- 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 (other than any interest rate reduction resulting from a Servicing Modification) 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 interest portion of a Realized Loss resulting from an interest rate reduction in connection with a Servicing Modification shall be made by operation of the provisions of Section 4.02(a). Allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of Section 4.02(a). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby; provided that if any Subclasses of the Class A-V Certificates have been issued pursuant to Section 5.01(c), such Realized Losses and other losses allocated to the Class A-V Certificates shall be allocated among such Subclasses in proportion to the respective amounts of Accrued Certificate Interest payable on such Distribution Date that would have resulted absent such reductions. Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms) Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms) Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms) -26- ARTICLE V THE CERTIFICATES (SEE ARTICLE V OF THE STANDARD TERMS) -27- ARTICLE VI THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD TERMS) -28- ARTICLE VII DEFAULT (SEE ARTICLE VII OF THE STANDARD TERMS) -29- ARTICLE VIII CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD TERMS) -30- ARTICLE IX TERMINATION (SEE ARTICLE IX OF THE STANDARD TERMS) 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. 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 one percent (1%) 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 -31- 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 one percent (1%) 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 where required pursuant to this Agreement 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 (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, or in the case of the Senior Certificates, or in the case of all of the Certificates in connection with the exercise by the Master Servicer of its right to purchase the Certificates, that payment will be made only upon -32- 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 Certificates, upon presentation and surrender of the Certificates by the Certificateholders thereof, and in the case of the Class M and Class B Certificates, upon presentation and surrender of the Certificates by the Certificateholders thereof in connection with the exercise by the Master Servicer of its right to purchase the Certificates and otherwise, in accordance with Section 4.01(a), 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). Nothwithstanding the reduction of the Certificate Principal Balance of any Class of Subordinate Certificates to zero, such Class will be outstanding hereunder until the termination of the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee hereunder in accordance with Article IX. (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 -33- its right to purchase the assets of the Trust Fund), or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. (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 until the Master Servicer has terminated the respective obligations and responsibilities created hereby in respect of the Certificates pursuant to this Article IX. The Master Servicer shall be for all purposes the Holder thereof as of such date. -34- Section 9.02 Additional Termination Requirements (See Section 9.02 of the Standard Terms). Section 9.03 Termination of Multiple REMICs (See Section 9.03 of the Standard Terms). -35- ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms) Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms) Section 10.03 Designation of REMIC(s). The REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of Trust Fund, and subject to this Agreement, as a REMIC for federal income tax purposes. The Class A-1, Class A-P, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the rights in and to which will be represented by the Class A-V Certificates, will be "regular interests" in the REMIC, and the Class R Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined in the Standard Terms) under federal income tax law. On and after the date of issuance of any Subclass of Class A-V Certificates pursuant to Section 5.01(c) of the Standard Terms, any such Subclass will represent the Uncertificated REMIC Regular Interest or Interests specified by the initial Holder of the Class A-V Certificates pursuant to said Section. Section 10.04 Distributions on the Uncertificated REMIC Regular Interests. (a) On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated REMIC Regular Interests, Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date. (b) In determining from time to time the Uncertificated REMIC Regular Interest Distribution Amounts, Realized Losses allocated to the Class A-V Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC Regular Interests on a pro rata basis based on the Uncertificated Accrued Interest for the related Distribution Date. (c) On each Distribution Date, the Trustee shall be deemed to distribute from the Trust Fund, in the priority set forth in Section 4.02(a), to the Class A-V Certificates, the amounts distributable thereon from the Uncertificated REMIC Regular Interest Distribution Amounts deemed to have been received by the Trustee from the Trust Fund under this Section 10.04. The amount deemed distributable hereunder with respect to the Class A-V Certificates shall equal 100% of the amounts payable with respect to the Uncertificated REMIC Regular Interests. (d) Notwithstanding the deemed distributions on the Uncertificated REMIC Regular Interests described in this Section 10.04, distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. -36- 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. -37- 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 Trustee Corporate Trust Office The Trustee designates its offices located at c/o DTC Transfer Services 55 Water Street, 1st Floor-Jeanette Park Entrance New York, New York 10041, for the purposes of Section 8.12 of the Standard Terms 55 Water Street Standard and Poor's New York, New York 10041 Moody's 99 Church Street 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. -38- 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, (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 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. (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. -39- 98.0% of all Voting Rights shall be allocated among Holders of Certificates, other than the Class A-V 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-V Certificates in accordance with their respective Percentage Interests; and 1.0% of all Voting Rights shall be allocated among the Holders of the Class R Certificates, in accordance with their respective Percentage Interests. -40- 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: /s/ Lisa Lundsten By:/s/ Julie Malanoski Name: Lisa Lundsten Name: Julie Malanoski Title: Vice President Title: Vice President [Seal] RESIDENTIAL FUNDING CORPORATION Attest: /s/ Karen Fox By:/s/ Lisa Lundsten Name: Karen Fox Name: Lisa Lundsten Title: Director Title: Managing Director BANK ONE, NATIONAL ASSOCIATION [Seal] as Trustee Attest: /s/ By: /s/ Keith R. Richardson Name: Name: Keith R. Richardson Title: Title: Vice President [Seal] By: /s/ Name: Attest: /s/ Title: Name: Title: -41- STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 30th day of April, 2003 before me, a notary public in and for said State, personally appeared Julie Malanoski, 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] -42- STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 30th day of April, 2003 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] -43- STATE OF ILLINOIS ) ) ss.: COUNTY OF COOK ) On the 30th day of April, 2003 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] -44- EXHIBIT ONE MORTGAGE LOAN SCHEDULE (Available Upon Request) RUN ON : 04/24/03 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 08.31.37 FIXED PASSTHRU REPORT AMORTIZED BALANCE SERIES : RFMSI 2003-S9 CUTOFF : 04/01/03 POOL : 0004679 : : 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 ------------------------------------------------------------------------ 4397406 .2500 293,851.60 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 5039437 .2500 308,870.14 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5237834 .2500 356,999.36 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5241436 .2500 346,023.64 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5338517 .2500 280,971.26 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5407402 .2500 550,443.14 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 1 5581822 .7500 393,846.52 .0800 7.6250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 5581825 .5000 499,560.39 .0800 7.2500 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5581835 .5000 329,741.08 .0800 7.2500 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5581845 .6250 403,732.60 .0800 7.3750 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 5609085 .2500 297,991.31 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 5704592 .2500 584,566.29 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 5846942 .2500 359,755.20 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6004270 .2500 346,195.16 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 1 6075444 .5000 390,042.51 .0800 7.2500 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6119586 .2500 352,756.09 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6236916 .2500 737,556.07 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6237174 .2500 590,533.98 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6237194 .2500 580,503.53 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6278460 .2500 435,770.95 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 6290932 .2500 369,651.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6305220 .2500 301,905.01 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 1 6319808 .2500 482,326.04 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6361830 .2500 393,837.42 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6370820 .2500 499,595.64 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6419840 .2500 325,180.52 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6427866 .2500 371,563.00 .0800 6.3750 .0000 6.1250 .0000 6.0450 .0000 6.0450 .0000 6433152 .2500 492,697.85 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6436742 .2500 348,419.27 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6460816 .2500 226,659.98 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 6468264 .2500 384,197.55 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6481950 .2500 144,887.25 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6496960 .2500 326,285.88 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6500830 .3750 423,568.88 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6508204 .5000 552,372.64 .0800 7.5000 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6508224 .7500 363,146.24 .0800 7.3750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6517380 .2500 387,601.59 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6561334 .2500 314,995.93 .0800 6.5000 .0000 6.2500 .0000 6.1700 .0000 6.1700 .0000 1 6566752 .2500 818,295.08 .0800 6.8500 .0000 6.6000 .0000 6.5200 .0000 6.5000 .0200 6586964 .2500 394,517.16 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6587340 .2500 351,594.99 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6634870 .2500 305,531.34 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6640516 .2500 337,815.69 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6643354 .2500 394,647.75 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 6651898 .2500 313,043.34 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6657076 .2500 332,089.68 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 1 6661150 .2500 448,180.22 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6665460 .2500 341,439.52 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6666526 .2500 301,471.26 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6689384 .2500 370,601.28 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6700600 .2500 310,811.66 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6707164 .2500 413,470.77 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6708386 .2500 307,656.23 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6731248 .2500 269,661.37 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 6732558 .2500 634,645.66 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6732668 .2500 391,392.80 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6741976 .2500 328,019.80 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6743668 .2500 473,600.06 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6749048 .2500 738,782.79 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6759406 .2500 285,117.04 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6762590 .2500 458,415.40 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6770100 .2500 597,809.73 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 1 6793812 .2500 308,606.91 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6812440 .2500 836,078.99 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6814290 .2500 320,690.57 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6816190 .2500 391,646.62 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6817354 .2500 413,579.84 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 6819844 .2500 642,063.76 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6826308 .2500 633,726.63 .0800 6.3750 .0000 6.1250 .0000 6.0450 .0000 6.0450 .0000 6828138 .2500 368,063.31 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 1 6831156 .2500 401,716.24 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6836408 .2500 394,654.26 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6836882 .2500 328,101.41 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 6848342 .2500 377,751.04 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6848400 .2500 315,544.92 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6860284 .2500 315,235.94 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6860296 .2500 319,956.28 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 6860298 .2500 323,732.58 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 1 6862022 .2500 368,973.05 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 6870226 .2500 369,208.99 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6872702 .2500 394,046.26 .0800 6.6000 .0000 6.3500 .0000 6.2700 .0000 6.2700 .0000 6947134 .2500 335,431.88 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6947248 .2500 615,616.07 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6949590 .2500 364,712.68 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 6954974 .2500 691,655.18 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6959284 .2500 352,316.11 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 6965324 .2500 165,650.38 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 6990480 .2500 437,245.18 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 6990632 .2500 422,384.55 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 7000296 .2500 393,639.06 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 7002094 .2500 387,570.61 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 7012942 .2500 350,768.07 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 7035710 .2500 473,656.35 .0800 6.3750 .0000 6.1250 .0000 6.0450 .0000 6.0450 .0000 7035942 .2500 355,852.03 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 1 7035946 .2500 309,795.43 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 7037430 .2500 192,142.71 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 7054980 .2500 646,346.10 .0800 6.8500 .0000 6.6000 .0000 6.5200 .0000 6.5000 .0200 7063000 .2500 326,955.47 .0800 7.7500 .0000 7.5000 .0000 7.4200 .0000 6.5000 .9200 7074446 .2500 131,376.01 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 7086360 .2500 909,529.45 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 7086636 .2500 515,626.66 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 7109132 .2500 360,632.48 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 1 7113096 .5000 369,391.45 .0800 6.8750 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 7113394 .5000 318,987.05 .0800 6.8750 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 7114152 .2500 356,007.95 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 7120168 .2500 396,827.29 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 7125734 .2500 533,082.46 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 7136176 .2500 31,135.05 .0800 8.1250 .0000 7.8750 .0000 7.7950 .0000 6.5000 1.2950 7139306 .2500 788,993.54 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 7139548 .2500 363,055.63 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 1 7139942 .2500 322,317.46 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 7145264 .2500 320,438.51 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 7145270 .2500 503,010.43 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 7152200 .2500 572,918.52 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 7169836 .2500 362,238.55 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 7169948 .2500 284,943.88 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 7171550 .6250 447,890.18 .0800 6.8750 .0000 6.2500 .0000 6.1700 .0000 6.1700 .0000 7171582 .6250 442,122.28 .0800 6.8750 .0000 6.2500 .0000 6.1700 .0000 6.1700 .0000 1 7171634 .6250 299,346.50 .0800 6.8750 .0000 6.2500 .0000 6.1700 .0000 6.1700 .0000 7180106 .2500 101,062.29 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 7180134 .2500 377,307.05 .0800 6.2500 .0000 6.0000 .0000 5.9200 .0000 5.9200 .0000 7180148 .2500 394,385.84 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 7212956 .2500 315,508.59 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 7226624 .2500 908,767.30 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 7236096 .2500 249,201.43 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 7242890 .2500 326,515.36 .0800 7.2500 .0000 7.0000 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.0000 6.5450 .0000 6.5000 .0450 7990242 .2500 463,671.77 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 7996030 .2500 859,378.47 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 7998760 .2500 346,043.26 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8000914 .2500 333,863.65 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 1 8002316 .2500 316,382.42 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8002418 .2500 630,300.61 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 8002442 .2500 349,092.16 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 8002480 .2500 341,192.27 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 8002508 .2500 472,978.83 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8003068 .2500 392,808.50 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8003076 .2500 345,947.61 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8003084 .2500 354,348.31 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 8003584 .2500 326,066.01 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 8003602 .2500 399,458.88 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 8003604 .2500 484,419.97 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 8003610 .2500 641,530.82 .0800 6.1250 .0000 5.8750 .0000 5.7950 .0000 5.7950 .0000 8003614 .2500 308,698.38 .0800 6.2500 .0000 6.0000 .0000 5.9200 .0000 5.9200 .0000 8003624 .2500 395,368.54 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8003626 .2500 474,702.12 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 8003628 .2500 436,759.00 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 1 8003634 .2500 416,901.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8003636 .2500 518,597.24 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 8003644 .2500 462,477.32 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 8003646 .2500 566,522.11 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8003650 .2500 464,686.59 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8003652 .2500 372,172.37 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 8008588 .2500 421,042.17 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 8009232 .2500 393,862.18 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 1 8016288 .2500 424,594.93 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8020540 .2500 629,147.45 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 8022776 .2500 611,882.62 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 8024796 .2500 146,326.78 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8025824 .2500 394,394.58 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 8026402 .2500 204,769.66 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 8026566 .2500 395,585.19 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 8026572 .2500 117,580.75 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 1 8030252 .5000 390,994.78 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030262 .2500 349,524.04 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 8030266 .2500 356,354.86 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 8030278 .5000 440,286.33 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030280 .2500 346,770.87 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030284 .2500 275,502.98 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030286 .3750 407,957.28 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030290 .3750 353,540.34 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 1 8030300 .5000 642,251.22 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030304 .5000 419,320.20 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030306 .3750 642,063.54 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030314 .2500 432,585.27 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 8030318 .3750 390,534.50 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030322 .2500 321,825.45 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 8030326 .2500 359,448.31 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030330 .5000 684,721.96 .0800 7.1250 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 8030334 .5000 400,171.88 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030336 .3750 308,585.34 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030338 .3750 538,838.80 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030342 .5000 557,276.42 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8030352 .5000 405,258.98 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8041400 .3750 503,772.91 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8041402 .2500 522,434.48 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8041404 .3750 370,421.34 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 1 8041410 .5000 495,607.48 .0800 7.1250 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8041412 .3750 481,053.82 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8041418 .2500 493,747.75 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8041426 .3750 402,230.38 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8041438 .5000 407,947.12 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8041454 .3750 329,235.35 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8041468 .5000 334,738.60 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8041478 .2500 355,226.47 .0800 6.5000 .0000 6.2500 .0000 6.1700 .0000 6.1700 .0000 1 8041480 .5000 405,969.24 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8042674 .2500 331,955.89 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8042678 .2500 557,692.80 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 8043212 .2500 367,001.94 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8047730 .2500 182,958.14 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 8047740 .2500 362,839.19 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 8047742 .2500 227,336.92 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8047774 .2500 311,478.63 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 1 8049136 .2500 151,381.93 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 8049150 .2500 292,886.95 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 8049160 .2500 324,291.91 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8049172 .2500 365,347.30 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 8050192 .2500 691,895.07 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8052618 .2500 454,798.36 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8070462 .2500 361,862.37 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8070468 .2500 223,905.81 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 1 8073634 .2500 370,079.90 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8073640 .2500 312,529.14 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8073642 .2500 395,455.62 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 8073650 .2500 444,304.78 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 8073652 .2500 331,591.71 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8085742 .2500 417,067.08 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 8091106 .2500 542,988.25 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8093822 .5000 404,980.24 .0800 7.1250 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 1 8093828 .3750 345,548.84 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8093844 .5000 642,825.87 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8093854 .2500 419,090.71 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8093872 .5000 361,161.16 .0800 7.2500 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 8093882 .3750 541,739.86 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8093892 .3750 468,516.05 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8093906 .3750 427,511.71 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8111934 .2500 562,026.28 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.5000 .4200 1 8121366 .2500 349,802.53 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 8125256 .2500 394,622.55 .0800 6.5000 .0000 6.2500 .0000 6.1700 .0000 6.1700 .0000 8138822 .2500 331,584.44 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 8143982 .2500 335,752.95 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 8171422 .2500 202,083.09 .0800 7.0000 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 8171478 .2500 431,446.03 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8173930 .2500 338,328.65 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 8174242 .2500 381,047.97 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 6.5000 .5450 1 8174340 .2500 327,819.15 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 8174412 .2500 364,180.62 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 6.5000 .6700 8174512 .2500 329,906.60 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 8177404 .2500 573,750.81 .0800 7.1250 .0000 6.8750 .0000 6.7950 .0000 6.5000 .2950 8236660 .2500 394,959.14 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5000 .0450 8236930 .2500 542,379.90 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8246846 .2500 330,780.05 .0800 6.5000 .0000 6.2500 .0000 6.1700 .0000 6.1700 .0000 8246876 .2500 405,252.74 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 1 8246884 .2500 394,908.86 .0800 6.2500 .0000 6.0000 .0000 5.9200 .0000 5.9200 .0000 8260716 .3750 392,627.35 .0800 6.8750 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8260722 .5000 440,822.58 .0800 7.2500 .0000 6.7500 .0000 6.6700 .0000 6.5000 .1700 8260736 .5000 593,352.87 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 TOTAL NUMBER OF LOANS: 666 TOTAL BALANCE........: 272,114,376.47 RUN ON : 04/24/03 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 08.31.37 INITIAL SECURITY FEES AMORTIZED BALANCE SERIES : RFMSI 2003-S9 FIXED SUMMARY REPORT CUTOFF : 04/01/03 POOL : 0004679 : : POOL STATUS: F WEIGHTED AVERAGES FROM TO ----------------------------------------------------------------------------- CURR NOTE RATE 6.9596 6.0000 8.2500 RFC NET RATE 6.6780 5.7500 8.0000 NET MTG RATE(INVSTR RATE) 6.5980 5.6700 7.9200 POST STRIP RATE 6.4390 5.6700 6.5000 SUB SERV FEE .2816 .2500 .8750 MSTR SERV FEE .0800 .0800 .0800 ALL EXP .0000 .0000 .0000 MISC EXP .0000 .0000 .0000 SPREAD .0000 .0000 .0000 STRIP .1589 .0000 1.4200 TOTAL NUMBER OF LOANS: 666 TOTAL BALANCE........: 272,114,376.47 *************************** * END OF REPORT * *************************** RUN ON : 04/24/03 RFC DISCLOSURE SYSTEM RFFSD177-01 AT : 08.31.37 FIXED RATE LOAN LISTING AMORTIZED BALANCE SERIES : RFMSI 2003-S9 CUTOFF : 04/01/03 POOL : 0004679 : : 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 # ______________________________________________________________________________ 4397406 225/G01 F 300,000.00 ZZ 360 293,851.60 1 7.375 2,072.03 58 7.125 2,072.03 GREENVILLE SC 29615 1 02/15/01 00 0432631497 03 04/01/01 0 6523306 O 03/01/31 0 5039437 994/X14 F 314,000.00 ZZ 360 308,870.14 1 7.250 2,142.04 80 7.000 2,142.04 FLUSHING NY 11358 1 08/29/01 00 8022072725 05 10/01/01 0 1000269129 O 09/01/31 0 5237834 E22/G01 F 363,000.00 ZZ 360 356,999.36 1 7.250 2,476.30 79 7.000 2,476.30 NEW FAIRFIELD CT 06812 2 07/26/01 00 0412748501 05 09/01/01 0 0412748501 O 08/01/31 0 5241436 253/253 F 350,000.00 ZZ 360 346,023.64 1 7.250 2,387.62 54 7.000 2,387.62 SANTA FE NM 87545 4 01/18/02 00 972961 05 03/01/02 0 1 972961 O 02/01/32 0 5338517 G75/G75 F 285,950.00 ZZ 360 280,971.26 1 7.250 1,950.69 80 7.000 1,950.69 FRANKLIN TN 37064 2 06/25/01 00 0004361072 05 08/01/01 0 04361072 O 07/01/31 0 5407402 E22/G01 F 576,000.00 ZZ 360 550,443.14 1 7.250 3,929.34 80 7.000 3,929.34 GREENWICH CT 06876 1 08/22/01 00 0412838203 05 10/01/01 0 0412838203 O 09/01/31 0 5581822 405/405 F 400,000.00 ZZ 360 393,846.52 1 7.625 2,831.18 72 6.875 2,831.18 AUSTIN TX 78730 2 07/18/01 00 0012351755 03 09/01/01 0 0012351755 O 08/01/31 0 5581825 405/405 F 512,000.00 ZZ 360 499,560.39 1 7.250 3,492.74 80 6.750 3,492.74 MESA AZ 85207 2 07/25/01 00 0012361457 03 09/01/01 0 0012361457 O 08/01/31 0 5581835 405/405 F 337,500.00 ZZ 360 329,741.08 1 7.250 2,302.35 75 6.750 2,302.35 CORAL GABLES FL 33134 5 08/14/01 00 0017540550 05 10/01/01 0 0017540550 O 09/01/31 0 1 5581845 405/405 F 410,000.00 ZZ 360 403,732.60 1 7.375 2,831.77 72 6.750 2,831.77 KATONAH NY 10536 1 08/24/01 00 0017610155 05 10/01/01 0 0017610155 O 09/01/31 0 5609085 025/025 F 303,000.00 ZZ 360 297,991.31 1 7.250 2,066.99 64 7.000 2,066.99 ELGIN SC 29045 2 07/30/01 00 0139437123 05 09/01/01 0 0139437123 O 08/01/31 0 5704592 E22/G01 F 594,000.00 ZZ 360 584,566.29 1 6.875 3,902.16 18 6.625 3,902.16 SEATTLE WA 98112 2 09/21/01 00 0413032962 05 11/01/01 0 0413032962 O 10/01/31 0 5846942 B57/G01 F 365,000.00 ZZ 360 359,755.20 1 6.875 2,397.79 72 6.625 2,397.79 SOUTH PASADENA CA 91030 5 11/07/01 00 0433695863 05 01/01/02 0 2114825 O 12/01/31 0 6004270 D11/G01 F 350,910.00 ZZ 360 346,195.16 1 6.750 2,276.00 69 6.500 2,276.00 SAN DIEGO CA 92130 2 12/07/01 00 0433710217 03 02/01/02 0 1082007265 O 01/01/32 0 6075444 405/405 F 400,000.00 ZZ 360 390,042.51 1 7.250 2,728.71 80 6.750 2,728.71 1 HUNTINGTON NY 11743 5 09/04/01 00 0017675497 05 10/01/01 0 0017675497 O 09/01/31 0 6119586 E45/G01 F 360,000.00 ZZ 360 352,756.09 1 6.875 2,364.94 90 6.625 2,364.94 FRANKLIN GA 30217 2 11/05/01 11 0433662541 05 01/01/02 25 176295 O 12/01/31 0 6236916 E22/G01 F 750,000.00 ZZ 360 737,556.07 1 6.875 4,926.97 54 6.625 4,926.97 MEDINA WA 98039 5 10/15/01 00 0413075961 05 12/01/01 0 0413075961 O 11/01/31 0 6237174 E22/G01 F 599,500.00 ZZ 360 590,533.98 1 6.875 3,938.29 72 6.625 3,938.29 BELLVUE CO 80512 2 10/24/01 00 0413196437 03 12/01/01 0 0413196437 O 11/01/31 0 6237194 E22/G01 F 595,000.00 ZZ 360 580,503.53 1 6.750 3,859.16 70 6.500 3,859.16 PROVO UT 84604 2 10/24/01 00 0413205329 05 12/01/01 0 0413205329 O 11/01/31 0 6278460 F25/G01 F 441,000.00 ZZ 360 435,770.95 1 6.625 2,823.77 70 6.375 2,823.77 CHAPPAQUA NY 10514 5 02/01/02 00 0433661725 05 04/01/02 0 1 O 03/01/32 0 1 6290932 E22/G01 F 375,400.00 ZZ 360 369,651.00 1 6.750 2,434.84 80 6.500 2,434.84 CHESHIRE CT 06410 1 11/02/01 00 0413205311 05 12/01/01 0 0413205311 O 11/01/31 0 6305220 F25/G01 F 306,100.00 ZZ 360 301,905.01 1 7.000 2,036.49 52 6.750 2,036.49 ARDSLEY NY 10502 2 11/09/01 00 0433407541 05 01/01/02 0 1 O 12/01/31 0 6319808 E22/G01 F 490,000.00 ZZ 360 482,326.04 1 6.750 3,178.13 77 6.500 3,178.13 FLOWER MOUND TX 75022 4 11/01/01 00 0413216086 03 12/01/01 0 0413216086 O 11/01/31 0 6361830 L46/L46 F 402,000.00 ZZ 360 393,837.42 1 6.750 2,607.36 66 6.500 2,607.36 LEWISVILLE TX 75056 2 12/13/01 00 0000951848 05 02/01/02 0 0000951848 O 01/01/32 0 6370820 A35/G01 F 507,000.00 ZZ 360 499,595.64 1 7.000 3,373.08 29 6.750 3,373.08 HUNTINGTON NY 11743 2 10/18/01 00 0433377934 05 12/01/01 0 HV11999 O 11/01/31 0 6419840 X17/G01 F 330,000.00 ZZ 360 325,180.52 1 1 7.000 2,195.50 56 6.750 2,195.50 NORWOOD NJ 07648 1 10/30/01 00 0433386075 05 12/01/01 0 010461 O 11/01/31 0 6427866 731/G01 F 377,000.00 ZZ 360 371,563.00 1 6.375 2,351.99 58 6.125 2,351.99 CARLSBAD CA 92009 5 12/07/01 00 0433679990 03 02/01/02 0 200118 O 01/01/32 0 6433152 E22/G01 F 500,000.00 ZZ 360 492,697.85 1 7.000 3,326.51 57 6.750 3,326.51 BOULDER CO 80302 5 11/02/01 00 0413147786 05 12/01/01 0 0413147786 O 11/01/31 0 6436742 313/G01 F 353,500.00 ZZ 360 348,419.27 1 6.750 2,292.80 70 6.500 2,292.80 SAN LUIS OBISPO CA 93401 1 11/29/01 00 0433648896 03 01/01/02 0 8496291 O 12/01/31 0 6460816 E22/G01 F 230,500.00 ZZ 360 226,659.98 1 6.875 1,514.22 95 6.625 1,514.22 THORNTON CO 80229 2 11/05/01 01 0413154204 03 01/01/02 30 0413154204 O 12/01/31 0 6468264 313/G01 F 389,800.00 ZZ 360 384,197.55 1 6.750 2,528.24 66 6.500 2,528.24 DALLAS TX 75214 2 11/20/01 00 0433648979 05 01/01/02 0 1 0008492415 O 12/01/31 0 6481950 964/G01 F 147,000.00 ZZ 360 144,887.25 1 6.750 953.44 80 6.500 953.44 MONROVIA CA 91016 2 11/25/01 00 0433718491 05 01/01/02 0 168520 O 12/01/31 0 6496960 757/G01 F 330,520.00 ZZ 360 326,285.88 1 7.000 2,198.96 80 6.750 2,198.96 CUMBERLAND RI 02864 2 12/21/01 00 0433630878 05 02/01/02 0 2TOMASMICH O 01/01/32 0 6500830 405/405 F 430,000.00 ZZ 360 423,568.88 1 6.875 2,824.80 71 6.500 2,824.80 SANTA MONICA CA 90403 2 10/17/01 00 0017825878 04 12/01/01 0 17825878 O 11/01/31 0 6508204 405/405 F 565,000.00 ZZ 360 552,372.64 1 7.500 3,950.56 79 7.000 3,950.56 PHOENIX AZ 85044 2 09/24/01 00 0012464178 05 11/01/01 0 12464178 O 10/01/31 0 6508224 405/405 F 372,000.00 ZZ 360 363,146.24 1 7.375 2,569.32 80 6.625 2,569.32 LITTLETON CO 80130 2 10/16/01 00 0017775362 03 12/01/01 0 17775362 O 11/01/31 0 1 6517380 994/X14 F 400,000.00 ZZ 360 387,601.59 1 7.250 2,728.71 68 7.000 2,728.71 FAIRFIELD NJ 07004 1 09/25/01 00 8022322781 05 11/01/01 0 1999992679 O 10/01/31 0 6561334 313/G01 F 319,920.00 ZZ 360 314,995.93 1 6.500 2,022.11 80 6.250 2,022.11 SNELLVILLE GA 30078 1 11/30/01 00 0433649266 05 01/01/02 0 8494338 O 12/01/31 0 6566752 550/550 F 830,000.00 ZZ 360 818,295.08 1 6.850 5,438.66 62 6.600 5,438.66 LOS ANGELES CA 90049 2 11/01/01 00 120550178000000 05 01/01/02 0 12055017 O 12/01/31 0 6586964 E22/G01 F 399,999.00 ZZ 360 394,517.16 1 7.000 2,661.20 75 6.750 2,661.20 MERCER ISLAND WA 98040 5 11/06/01 00 0413215997 05 01/01/02 0 0413215997 O 12/01/31 0 6587340 U80/U80 F 356,600.00 ZZ 360 351,594.99 1 6.875 2,342.61 60 6.625 2,342.61 CHARLESTON SC 29401 5 11/26/01 00 0010004148 05 01/01/02 0 10004148 O 12/01/31 0 6634870 313/G01 F 309,800.00 ZZ 360 305,531.34 1 6.875 2,035.17 66 6.625 2,035.17 1 FRANKLIN MA 02038 2 12/17/01 00 0433651536 05 02/01/02 0 8486698 O 01/01/32 0 6640516 E82/G01 F 344,000.00 ZZ 360 337,815.69 1 6.750 2,231.18 70 6.500 2,231.18 NICEVILLE FL 32578 2 11/19/01 00 0400537239 05 01/01/02 0 1978400 O 12/01/31 0 6643354 758/G01 F 400,000.00 ZZ 360 394,647.75 1 7.125 2,694.87 51 6.875 2,694.87 HOUSTON TX 77082 1 11/27/01 00 0433525466 05 01/01/02 0 101396 O 12/01/31 0 6651898 E76/G01 F 318,835.00 ZZ 360 313,043.34 1 7.250 2,175.02 80 7.000 2,175.02 IRVING TX 75062 1 12/07/01 00 0433522125 03 02/01/02 0 10008891 O 01/01/32 0 6657076 B57/G01 F 336,000.00 ZZ 360 332,089.68 1 7.125 2,263.69 80 6.875 2,263.69 LOS ANGELES CA 91364 2 01/23/02 00 0433667151 05 03/01/02 0 2119155 O 02/01/32 0 6661150 E22/G01 F 455,000.00 ZZ 360 448,180.22 1 6.750 2,951.12 53 6.500 2,951.12 DENVER CO 80220 2 11/16/01 00 0413219452 05 01/01/02 0 0413219452 O 12/01/31 0 1 6665460 R84/G01 F 346,300.00 ZZ 360 341,439.52 1 6.875 2,274.95 55 6.625 2,274.95 HOUSTON TX 77005 2 11/29/01 00 0433457520 05 01/01/02 0 0513856 O 12/01/31 0 6666526 313/G01 F 306,400.00 ZZ 360 301,471.26 1 6.750 1,987.31 80 6.500 1,987.31 VIRGINIA BEACH VA 23452 2 12/05/01 00 0433650496 05 02/01/02 0 8390163 O 01/01/32 0 6689384 313/G01 F 375,000.00 ZZ 360 370,601.28 1 7.250 2,558.17 72 7.000 2,558.17 VENTURA CA 93001 1 01/02/02 00 0433670080 05 03/01/02 0 0008505182 O 02/01/32 0 6700600 994/X14 F 315,200.00 ZZ 360 310,811.66 1 7.250 2,150.22 80 7.000 2,150.22 RUTHERFORD NJ 07070 1 10/24/01 00 8011690842 05 12/01/01 0 81006267 O 11/01/31 0 6707164 E22/G01 F 419,500.00 ZZ 360 413,470.77 1 6.750 2,720.87 80 6.500 2,720.87 NETHER PROVIDEN PA 19063 2 11/21/01 00 0412961005 05 01/01/02 0 0412961005 O 12/01/31 0 6708386 994/X14 F 312,000.00 ZZ 360 307,656.23 1 1 7.250 2,128.39 76 7.000 2,128.39 LEONIA NJ 07605 2 10/24/01 00 8022107232 05 12/01/01 0 1000279381 O 11/01/31 0 6731248 E82/G01 F 273,500.00 ZZ 360 269,661.37 1 6.875 1,796.70 47 6.625 1,796.70 POTOMAC MD 20854 2 11/16/01 00 0400519831 05 01/01/02 0 1588857 O 12/01/31 0 6732558 E22/G01 F 643,900.00 ZZ 360 634,645.66 1 6.750 4,176.32 65 6.500 4,176.32 MERRITT ISLAND FL 32952 2 11/09/01 00 0413149923 05 01/01/02 0 0413149923 O 12/01/31 0 6732668 E22/G01 F 397,100.00 ZZ 360 391,392.80 1 6.750 2,575.58 75 6.500 2,575.58 GOLDEN CO 80401 1 11/27/01 00 0413283433 03 01/01/02 0 0413283433 O 12/01/31 0 6741976 994/X14 F 333,000.00 ZZ 360 328,019.80 1 6.875 2,187.57 50 6.625 2,187.57 ATLANTA GA 30327 2 10/18/01 00 8020678697 05 12/01/01 0 403668157 O 11/01/31 0 6743668 L46/L46 F 480,050.00 ZZ 360 473,600.06 1 6.750 3,113.60 46 6.500 3,113.60 DALLAS TX 75229 2 12/11/01 00 0000950709 05 02/01/02 0 1 0000950709 O 01/01/32 0 6749048 116/116 F 750,000.00 ZZ 360 738,782.79 1 6.875 4,926.97 60 6.625 4,926.97 MONTGOMERY TX 77356 2 10/31/01 00 091068869 03 12/01/01 0 091068869 O 11/01/31 0 6759406 964/G01 F 289,000.00 ZZ 360 285,117.04 1 6.750 1,874.45 71 6.500 1,874.45 CANYON LAKE CA 92587 2 12/13/01 00 0433653318 03 02/01/02 0 168686 O 01/01/32 0 6762590 696/G01 F 465,100.00 ZZ 360 458,415.40 1 6.750 3,016.63 80 6.500 3,016.63 HAYMARKET VA 20169 1 11/29/01 00 0433692316 03 01/01/02 0 24501135 O 12/01/31 0 6770100 E22/G01 F 610,000.00 ZZ 360 597,809.73 1 6.625 3,905.90 46 6.375 3,905.90 MONTVILLE NJ 07005 2 11/26/01 00 0413129743 05 01/01/02 0 0413129743 O 12/01/31 0 6793812 E82/G01 F 313,000.00 ZZ 360 308,606.91 1 6.875 2,056.19 62 6.625 2,056.19 CORONA CA 91720 2 11/27/01 00 0400531398 05 01/01/02 0 0400531398 O 12/01/31 0 1 6812440 U05/G01 F 847,500.00 ZZ 360 836,078.99 1 6.875 5,567.47 78 6.625 5,567.47 HIGHLAND PARK TX 75205 2 12/10/01 00 0433501939 05 02/01/02 0 3186769 O 01/01/32 0 6814290 H93/G01 F 325,000.00 ZZ 360 320,690.57 1 7.250 2,217.07 77 7.000 2,217.07 ENID OK 73703 2 12/21/01 00 0433604279 05 02/01/02 0 2001001864 O 01/01/32 0 6816190 Q97/G01 F 397,000.00 ZZ 360 391,646.62 1 6.750 2,574.93 77 6.500 2,574.93 ROSWELL GA 30075 2 01/22/02 00 0433700614 05 03/01/02 0 16100452 O 02/01/32 0 6817354 K89/G01 F 478,000.00 ZZ 360 413,579.84 1 7.375 3,301.43 71 7.125 3,301.43 MIAMI FL 33184 2 12/17/01 00 0433646031 05 02/01/02 0 200111163 O 01/01/32 0 6819844 116/116 F 650,000.00 ZZ 360 642,063.76 1 7.250 4,434.15 78 7.000 4,434.15 HOUSTON TX 77005 1 12/14/01 00 091021091 05 02/01/02 0 091021091 O 01/01/32 0 6826308 313/G01 F 643,000.00 ZZ 360 633,726.63 1 6.375 4,011.49 54 6.125 4,011.49 1 MCLEAN VA 22102 5 12/12/01 00 0433647484 05 02/01/02 0 0008501033 O 01/01/32 0 6828138 L46/L46 F 373,200.00 ZZ 360 368,063.31 1 6.750 2,420.57 65 6.500 2,420.57 ALLEN TX 75013 2 12/13/01 00 0000952820 03 02/01/02 0 0000952820 O 01/01/32 0 6831156 964/G01 F 412,000.00 ZZ 360 401,716.24 1 6.875 2,706.55 60 6.625 2,706.55 PETALUMA CA 94952 2 02/08/02 00 0433734530 05 04/01/02 0 173835 O 03/01/32 0 6836408 E22/G01 F 400,000.00 ZZ 360 394,654.26 1 7.000 2,661.21 70 6.750 2,661.21 EL PASO TX 79932 5 12/05/01 00 0413279530 05 02/01/02 0 0413279530 O 01/01/32 0 6836882 E82/G01 F 333,500.00 ZZ 360 328,101.41 1 6.625 2,135.44 79 6.375 2,135.44 MILPITAS CA 95035 2 12/03/01 00 0400542031 05 01/01/02 0 0400542031 O 12/01/31 0 6848342 994/X14 F 383,000.00 ZZ 360 377,751.04 1 7.000 2,548.11 73 6.750 2,548.11 SEDONA AZ 86336 2 11/01/01 00 8021206001 05 01/01/02 0 0404346339 O 12/01/31 0 1 6848400 994/X14 F 320,000.00 ZZ 360 315,544.92 1 7.250 2,182.96 80 7.000 2,182.96 ELMHURST IL 60126 2 10/24/01 00 8016347430 05 12/01/01 0 3918884041 O 11/01/31 0 6860284 L60/F27 F 320,000.00 ZZ 359 315,235.94 1 7.250 2,184.67 80 7.000 2,184.67 LEXINGTON SC 29072 1 09/28/01 00 6610415383 05 11/01/01 0 6610415383 O 09/01/31 0 6860296 L60/F27 F 328,000.00 ZZ 360 319,956.28 1 7.125 2,209.80 78 6.875 2,209.80 MANASSAS VA 20112 2 10/12/01 00 6920172049 05 12/01/01 0 6920172049 O 11/01/31 0 6860298 L60/F27 F 328,700.00 ZZ 348 323,732.58 1 7.250 2,264.23 74 7.000 2,264.23 MORGANTON NC 28655 2 10/08/01 00 6610852171 03 12/01/01 0 6610852171 O 11/01/30 0 6862022 964/G01 F 375,000.00 ZZ 360 368,973.05 1 6.875 2,463.48 61 6.625 2,463.48 BELMONT CA 94002 5 01/28/02 00 0433758216 05 03/01/02 0 400176148 O 02/01/32 0 6870226 E84/G01 F 374,000.00 ZZ 360 369,208.99 1 1 7.000 2,488.23 75 6.750 2,488.23 VACAVILLE CA 95688 5 12/20/01 00 0433714029 05 02/01/02 0 69410107 O 01/01/32 0 6872702 550/550 F 399,960.00 ZZ 360 394,046.26 1 6.600 2,554.38 80 6.350 2,554.38 ROSEVILLE CA 95747 1 11/26/01 00 1205517470 05 01/01/02 0 120551747 O 12/01/31 0 6947134 E22/G01 F 340,000.00 ZZ 360 335,431.88 1 6.750 2,205.23 71 6.500 2,205.23 BOCA RATON FL 33433 5 12/07/01 00 0413322363 03 02/01/02 0 0413322363 O 01/01/32 0 6947248 E22/G01 F 624,000.00 ZZ 360 615,616.07 1 6.750 4,047.25 80 6.500 4,047.25 ARLINGTON TX 76016 1 12/03/01 00 0413371782 03 02/01/02 0 0413371782 O 01/01/32 0 6949590 313/G01 F 370,350.00 ZZ 360 364,712.68 1 7.250 2,526.44 58 7.000 2,526.44 BELMONT MA 02478 2 11/02/01 00 0433484136 05 12/01/01 0 8375438 O 11/01/31 0 6954974 964/G01 F 700,000.00 ZZ 360 691,655.18 1 7.000 4,657.12 50 6.750 4,657.12 SAN ANSELMO CA 94960 2 01/30/02 00 0433706504 05 03/01/02 0 1 177886 O 02/01/32 0 6959284 163/G01 F 357,000.00 ZZ 360 352,316.11 1 6.875 2,345.24 55 6.625 2,345.24 SUMMIT NJ 07901 2 12/20/01 00 0433575917 05 02/01/02 0 1000368434 O 01/01/32 0 6965324 575/G01 F 167,800.00 ZZ 360 165,650.38 1 7.000 1,116.38 73 6.750 1,116.38 WILLIAMSBURG VA 23188 2 12/21/01 00 0433681905 05 02/01/02 0 0012101432 O 01/01/32 0 6990480 E22/G01 F 443,200.00 ZZ 360 437,245.18 1 6.750 2,874.59 80 6.500 2,874.59 TAMPA FL 33629 1 12/14/01 00 0413310269 05 02/01/02 0 0413310269 O 01/01/32 0 6990632 E22/G01 F 428,000.00 ZZ 360 422,384.55 1 6.875 2,811.66 80 6.625 2,811.66 SAMMAMISH WA 98075 1 12/07/01 00 0413365578 05 02/01/02 0 0413365578 O 01/01/32 0 7000296 313/G01 F 399,000.00 ZZ 360 393,639.06 1 6.750 2,587.91 60 6.500 2,587.91 PALATINE IL 60067 5 12/21/01 00 0433648714 05 02/01/02 0 8461188 O 01/01/32 0 1 7002094 L46/L46 F 392,600.00 ZZ 360 387,570.61 1 7.000 2,611.98 80 6.750 2,611.98 FRISCO TX 75034 2 12/26/01 00 0000954628 05 02/01/02 0 0000954628 O 01/01/32 0 7012942 A35/G01 F 355,000.00 ZZ 360 350,768.07 1 7.000 2,361.82 90 6.750 2,361.82 WEST ISLIP NY 11795 1 01/22/02 10 0433708518 05 03/01/02 25 620434635 O 02/01/32 0 7035710 H06/G01 F 481,100.00 ZZ 360 473,656.35 1 6.375 3,001.44 47 6.125 3,001.44 ROCHESTER MN 55902 5 12/26/01 00 0433693694 05 02/01/02 0 0300088077 O 01/01/32 0 7035942 994/X14 F 361,000.00 ZZ 360 355,852.03 1 7.125 2,432.13 63 6.875 2,432.13 WOODSBURGH NY 11598 2 10/24/01 00 8022104817 05 12/01/01 0 1000278569 O 11/01/31 0 7035946 994/X14 F 314,100.00 ZZ 360 309,795.43 1 7.000 2,089.71 90 6.750 2,089.71 VILLANOVA PA 19085 1 11/15/01 10 8016388285 05 01/01/02 25 218953341 O 12/01/31 0 7037430 964/G01 F 195,700.00 ZZ 360 192,142.71 4 7.250 1,335.02 84 7.000 1,335.02 1 SPANAWAY WA 98387 2 01/17/02 11 0433655420 05 03/01/02 12 179391 O 02/01/32 0 7054980 550/550 F 660,000.00 ZZ 360 646,346.10 1 6.850 4,324.72 51 6.600 4,324.72 SAN FRANCISCO CA 94118 2 04/06/01 00 120514208000000 01 06/01/01 0 120514208 O 05/01/31 0 7063000 163/G01 F 332,000.00 ZZ 360 326,955.47 1 7.750 2,378.49 80 7.500 2,378.49 MASSAPEQUA NY 11758 1 01/31/02 00 0433705365 05 03/01/02 0 1000347990 O 02/01/32 0 7074446 N74/G01 F 133,000.00 ZZ 360 131,376.01 1 6.875 873.72 61 6.625 873.72 HELOTES TX 78023 2 12/28/01 00 0433598851 05 03/01/02 0 0029684010 O 02/01/32 0 7086360 E22/G01 F 920,500.00 ZZ 360 909,529.45 1 7.375 6,357.66 52 7.125 6,357.66 COLORADO SPRING CO 80906 2 12/17/01 00 0413083999 05 02/01/02 0 0413083999 O 01/01/32 0 7086636 E22/G01 F 522,000.00 ZZ 360 515,626.66 1 7.250 3,560.96 80 7.000 3,560.96 SOUTHLAKE TX 76092 1 12/20/01 00 0413456617 03 02/01/02 0 0413456617 O 01/01/32 0 1 7109132 E82/G01 F 365,200.00 ZZ 360 360,632.48 1 7.125 2,460.42 79 6.875 2,460.42 VIENNA VA 22180 2 12/18/01 00 0400501078 05 02/01/02 0 1706895 O 01/01/32 0 7113096 405/405 F 375,000.00 ZZ 360 369,391.45 1 6.875 2,463.49 59 6.375 2,463.49 LEWISVILLE TX 75056 1 10/22/01 00 0012461745 03 12/01/01 0 0012461745 O 11/01/31 0 7113394 405/405 F 332,000.00 ZZ 360 318,987.05 1 6.875 2,181.01 54 6.375 2,181.01 LAS VEGAS NV 89135 2 11/14/01 00 0019953009 03 01/01/02 0 0019953009 O 12/01/31 0 7114152 F36/G01 F 360,000.00 ZZ 360 356,007.95 1 7.375 2,486.43 60 7.125 2,486.43 LAKEWOOD WA 98498 2 01/02/02 00 0433674744 05 03/01/02 0 06504174 O 02/01/32 0 7120168 E45/G01 F 401,500.00 ZZ 360 396,827.29 1 7.125 2,704.98 66 6.875 2,704.98 HUDSON WI 54016 2 01/02/02 00 0433661642 05 03/01/02 0 177628 O 02/01/32 0 7125734 E22/G01 F 540,000.00 ZZ 360 533,082.46 1 1 7.000 3,592.63 80 6.750 3,592.63 NEWTOWN PA 18940 2 12/20/01 00 0413169228 05 02/01/02 0 0413169228 O 01/01/32 0 7136176 E22/G01 F 32,000.00 ZZ 360 31,135.05 1 8.125 237.60 69 7.875 237.60 WEST VALLEY CIT UT 84119 1 12/20/01 00 0413377920 01 02/01/02 0 0413377920 O 01/01/32 0 7139306 E22/G01 F 800,000.00 ZZ 360 788,993.54 1 6.625 5,122.49 60 6.375 5,122.49 SEATTLE WA 98105 2 12/14/01 00 0412985988 05 02/01/02 0 0412985988 O 01/01/32 0 7139548 E22/G01 F 368,000.00 ZZ 360 363,055.63 1 6.750 2,386.84 80 6.500 2,386.84 BOCA RATON FL 33433 1 12/28/01 00 0413458217 03 02/01/02 0 0413458217 O 01/01/32 0 7139942 E82/G01 F 326,500.00 ZZ 360 322,317.46 1 7.000 2,172.21 53 6.750 2,172.21 GRANBURY TX 76049 2 12/20/01 00 0400536645 05 02/01/02 0 1634426 O 01/01/32 0 7145264 736/G01 F 325,000.00 ZZ 360 320,438.51 1 6.875 2,135.02 46 6.625 2,135.02 REDWOOD CITY CA 94061 2 11/19/01 00 0433528718 05 01/01/02 0 1 0104887583 O 12/01/31 0 7145270 736/G01 F 510,000.00 ZZ 360 503,010.43 1 7.000 3,393.05 51 6.750 3,393.05 SANTA ROSA CA 95404 5 11/28/01 00 0433516317 05 01/01/02 0 0105024079 O 12/01/31 0 7152200 E45/G01 F 580,000.00 ZZ 360 572,918.52 1 7.250 3,956.62 80 7.000 3,956.62 FAIRFAX VA 22030 1 01/04/02 00 0433660487 05 02/01/02 0 199872 O 01/01/32 0 7169836 286/286 F 368,000.00 ZZ 360 362,238.55 1 7.250 2,510.41 65 7.000 2,510.41 NORTH WOODMERE NY 11581 1 08/29/01 00 0557007 05 10/01/01 0 557007 O 09/01/31 0 7169948 286/286 F 289,000.00 ZZ 360 284,943.88 1 6.875 1,898.52 76 6.625 1,898.52 ATLANTA GA 30331 2 11/07/01 00 9682509 03 01/01/02 0 9682509 O 12/01/31 0 7171550 405/405 F 456,850.00 ZZ 360 447,890.18 1 6.875 3,001.18 75 6.250 3,001.18 DULUTH GA 30097 2 12/18/01 00 0017950478 03 02/01/02 0 0017950478 O 01/01/32 0 1 7171582 405/405 F 448,000.00 ZZ 360 442,122.28 1 6.875 2,943.04 80 6.250 2,943.04 JOPLIN MO 64804 1 12/18/01 00 0018021048 05 02/01/02 0 0018021048 O 01/01/32 0 7171634 405/405 F 306,000.00 ZZ 300 299,346.50 1 6.875 2,138.41 77 6.250 2,138.41 ALTADENA CA 91001 2 12/11/01 00 0019987031 05 02/01/02 0 0019987031 O 01/01/27 0 7180106 736/G01 F 102,400.00 ZZ 360 101,062.29 1 7.250 698.55 80 7.000 698.55 LAND O LAKES FL 34639 1 11/28/01 00 0433519451 03 01/01/02 0 104976337 O 12/01/31 0 7180134 736/G01 F 387,000.00 ZZ 360 377,307.05 1 6.250 2,382.83 58 6.000 2,382.83 SAN JOSE CA 95124 5 11/15/01 00 0433577673 05 01/01/02 0 0104886189 O 12/01/31 0 7180148 736/G01 F 400,000.00 ZZ 360 394,385.84 1 6.875 2,627.72 54 6.625 2,627.72 MALIBU CA 90265 2 11/28/01 00 0433531407 03 01/01/02 0 0104933999 O 12/01/31 0 7212956 736/G01 F 320,000.00 T 360 315,508.59 1 6.875 2,102.18 72 6.625 2,102.18 1 DANA POINT CA 92628 1 11/28/01 00 0433577640 01 01/01/02 0 104885520 O 12/01/31 0 7226624 E82/G01 F 920,000.00 ZZ 360 908,767.30 1 7.250 6,276.02 62 7.000 6,276.02 LOS ANGELES CA 90049 5 12/28/01 00 0400541439 05 02/01/02 0 0400541439 O 01/01/32 0 7236096 736/G01 F 252,500.00 ZZ 360 249,201.43 1 7.250 1,722.50 78 7.000 1,722.50 LAS VEGAS NV 89121 2 11/19/01 00 0433519774 05 01/01/02 0 104816376 O 12/01/31 0 7242890 964/G01 F 331,000.00 ZZ 360 326,515.36 1 7.250 2,258.00 80 7.000 2,258.00 SAN FRANCISCO CA 94112 5 02/06/02 00 0433719481 05 04/01/02 0 182031 O 03/01/32 0 7247074 E45/G01 F 650,000.00 ZZ 360 642,792.09 1 7.375 4,489.39 75 7.125 4,489.39 FT LAUDERDALE FL 33308 1 12/11/01 00 0433655446 05 03/01/02 0 202202 O 02/01/32 0 7251950 L46/L46 F 361,850.00 ZZ 360 357,325.12 1 6.750 2,346.96 77 6.500 2,346.96 PLANO TX 75093 2 01/21/02 00 0000952960 05 03/01/02 0 0000952960 O 02/01/32 0 1 7257836 168/168 F 348,000.00 ZZ 360 342,193.93 1 7.250 2,373.97 80 7.000 2,373.97 MARLBORO NJ 07746 1 11/28/01 00 0637771 05 01/01/02 0 0069377715 O 12/01/31 0 7266582 E82/G01 F 288,400.00 ZZ 360 280,818.87 1 6.875 1,894.58 58 6.625 1,894.58 INCLINE VILLAGE NV 89451 2 01/04/02 00 0400534038 05 03/01/02 0 1639633 O 02/01/32 0 7267104 J54/G01 F 342,000.00 ZZ 360 281,046.13 1 6.375 2,133.64 64 6.125 2,133.64 HAYMARKET VA 20169 2 12/04/01 00 0433633120 05 02/01/02 0 892459 O 01/01/32 0 7272296 E85/G01 F 560,000.00 ZZ 360 552,829.20 1 6.625 3,585.74 41 6.375 3,585.74 SAN RAFAEL CA 94901 2 01/16/02 00 0433696473 05 03/01/02 0 9612142 O 02/01/32 0 7276252 994/X14 F 500,000.00 ZZ 360 492,982.45 1 6.875 3,284.64 27 6.625 3,284.64 MANHASSET NY 11030 1 11/07/01 00 8016252101 05 01/01/02 0 218714768 O 12/01/31 0 7276358 994/X14 F 406,700.00 ZZ 360 401,386.91 1 1 7.250 2,774.42 54 7.000 2,774.42 ARMONK NY 10504 2 11/26/01 00 8022080389 05 01/01/02 0 1000272096 O 12/01/31 0 7276364 994/X14 F 372,000.00 ZZ 360 366,778.82 1 6.875 2,443.78 83 6.625 2,443.78 CLOVIS CA 93611 2 11/21/01 11 8016335419 05 01/01/02 12 218860983 O 12/01/31 0 7291464 R65/G01 F 410,000.00 ZZ 360 404,907.88 1 6.875 2,693.41 55 6.625 2,693.41 MEDFIELD MA 02052 5 01/17/02 00 0433656444 05 03/01/02 0 011073 O 02/01/32 0 7296850 D03/D03 F 340,000.00 ZZ 360 336,043.09 1 7.125 2,290.64 80 6.875 2,290.64 SAN JOSE CA 95112 1 01/24/02 00 1020001535 05 03/01/02 0 1020001535 O 02/01/32 0 7309388 830/G01 F 313,500.00 ZZ 360 310,023.54 1 7.375 2,165.27 70 7.125 2,165.27 LAS VEGAS NV 89118 2 01/16/02 00 0433672573 05 03/01/02 0 1934739 O 02/01/32 0 7316912 E23/G01 F 375,000.00 ZZ 360 370,635.76 1 7.125 2,526.44 70 6.875 2,526.44 RANCHO SANTA MA CA 92688 2 01/15/02 00 0433615002 03 03/01/02 0 1 51011016 O 02/01/32 0 7318426 994/X14 F 290,000.00 ZZ 360 286,626.55 1 7.500 2,027.72 90 7.250 2,027.72 BRONX NY 10470 2 12/03/01 10 8021353571 05 02/01/02 25 404567260 O 01/01/32 0 7318482 994/X14 F 400,000.00 ZZ 360 394,572.84 1 7.125 2,694.87 77 6.875 2,694.87 BURLINGTON VT 05401 2 11/30/01 00 8016426564 05 01/01/02 0 219022419 O 12/01/31 0 7326604 944/G01 F 358,000.00 ZZ 360 351,934.07 1 7.125 2,411.92 74 6.875 2,411.92 SCOTTSDALE AZ 85254 2 01/30/02 00 0433675162 02 03/01/02 0 W01104951 O 02/01/32 0 7345650 M24/G01 F 490,000.00 ZZ 360 484,017.17 1 6.875 3,218.95 77 6.625 3,218.95 CORONA DEL MAR CA 92625 2 01/15/02 00 0433675105 01 03/01/02 0 2010786238 O 02/01/32 0 7347418 A46/G01 F 343,200.00 ZZ 360 339,009.59 1 6.875 2,254.58 80 6.625 2,254.58 HOUSTON TX 77042 1 01/24/02 00 0433657384 05 03/01/02 0 0131236 O 02/01/32 0 1 7349062 700/G01 F 237,600.00 ZZ 360 235,028.53 1 7.500 1,661.33 80 7.250 1,661.33 VENTURA CA 93001 2 01/30/02 00 0433669264 05 03/01/02 0 0000173309 O 02/01/32 0 7355442 E22/G01 F 620,000.00 ZZ 360 495,801.68 1 7.125 4,177.05 45 6.875 4,177.05 LIGHTHOUSE POIN FL 33064 1 01/11/02 00 0413514894 05 03/01/02 0 0413514894 O 02/01/32 0 7359580 R65/G01 F 321,000.00 ZZ 360 315,712.92 1 6.875 2,108.74 80 6.625 2,108.74 KENSINGTON MD 20895 2 01/23/02 00 0433676038 05 03/01/02 0 1 O 02/01/32 0 7365220 665/G01 F 462,000.00 ZZ 360 456,751.37 1 7.250 3,151.65 52 7.000 3,151.65 SANTA ROSA CA 95404 2 01/17/02 00 0433671989 05 03/01/02 0 89200077 O 02/01/32 0 7377984 E82/G01 F 420,600.00 ZZ 360 415,935.93 1 7.375 2,904.98 87 7.125 2,904.98 CLAYTON CA 94517 2 01/08/02 25 0400557591 05 03/01/02 25 3827577 O 02/01/32 0 7378678 076/076 F 424,000.00 ZZ 360 417,953.71 1 7.125 2,856.57 80 6.875 2,856.57 1 ORMOND BEACH FL 32174 1 10/18/01 00 12002547 05 12/01/01 0 2002547 O 11/01/31 0 7378942 286/286 F 301,500.00 ZZ 360 297,268.21 1 6.875 1,980.65 78 6.625 1,980.65 TUCSON AZ 85749 2 11/15/01 00 0690550 03 01/01/02 0 690550 O 12/01/31 0 7378982 286/286 F 288,000.00 ZZ 360 284,237.70 1 7.250 1,964.67 68 7.000 1,964.67 PATTERSON NY 12563 2 11/14/01 00 0666357 05 01/01/02 0 666357 O 12/01/31 0 7379000 286/286 F 308,000.00 ZZ 360 301,749.48 1 6.875 2,023.35 66 6.625 2,023.35 NEWARK DE 19711 2 11/15/01 00 0693279 05 01/01/02 0 693279 O 12/01/31 0 7379102 286/286 F 324,000.00 ZZ 360 319,452.58 1 6.875 2,128.45 58 6.625 2,128.45 PLYMOUTH MI 48170 2 11/13/01 00 0649581 01 01/01/02 0 649581 O 12/01/31 0 7381124 313/G01 F 502,000.00 ZZ 360 496,951.55 1 7.875 3,639.85 77 7.625 3,639.85 CALABASAS CA 91302 2 01/11/02 00 0433648441 01 03/01/02 0 8443897 O 02/01/32 0 1 7384416 964/G01 F 494,000.00 ZZ 360 488,110.89 1 7.000 3,286.60 78 6.750 3,286.60 NOVATO CA 94949 2 01/30/02 00 0433690195 05 03/01/02 0 400184098 O 02/01/32 0 7392940 E87/G01 F 350,000.00 ZZ 360 345,049.36 1 7.125 2,358.01 47 6.875 2,358.01 SANTA BARBARA CA 93105 5 01/18/02 00 0433658796 05 03/01/02 0 700003982 O 02/01/32 0 7395126 H58/G01 F 367,000.00 ZZ 360 362,851.05 1 6.875 2,410.93 57 6.625 2,410.93 REDWOOD CITY CA 94061 5 02/06/02 00 0433737640 05 04/01/02 0 0000084353 O 03/01/32 0 7400964 822/G01 F 650,000.00 ZZ 360 641,689.87 1 6.875 4,270.04 65 6.625 4,270.04 KENT CT 06757 2 12/31/01 00 0433606514 05 03/01/02 0 3806042659 O 02/01/32 0 7407400 964/G01 F 335,000.00 ZZ 360 331,195.41 1 7.000 2,228.76 59 6.750 2,228.76 NOVATO CA 94949 2 01/31/02 00 0433707353 05 04/01/02 0 400184146 O 03/01/32 0 7413476 F28/G01 F 342,000.00 ZZ 360 337,512.92 1 1 6.875 2,246.70 60 6.625 2,246.70 PLEASANTVILLE NY 10570 2 12/21/01 00 0433588811 05 02/01/02 0 7757630 O 01/01/32 0 7413516 F28/G01 F 302,000.00 T 360 298,037.68 1 6.875 1,983.93 57 6.625 1,983.93 DUCK NC 27949 2 12/18/01 00 0433610045 03 02/01/02 0 7843735 O 01/01/32 0 7413608 F28/G01 F 432,000.00 ZZ 360 422,442.56 1 7.375 2,983.72 80 7.125 2,983.72 EASTCHESTER NY 10709 1 12/27/01 00 0433605870 05 02/01/02 0 7963170 O 01/01/32 0 7419044 975/G01 F 397,500.00 ZZ 360 393,005.74 1 6.875 2,611.29 75 6.625 2,611.29 RANCHO PALOS VE CA 90247 2 02/01/02 00 0433710670 05 04/01/02 0 2016272 O 03/01/32 0 7425266 E22/G01 F 336,000.00 ZZ 360 332,089.68 1 7.125 2,263.69 80 6.875 2,263.69 PORT LUDLOW WA 98365 1 01/10/02 00 0413491093 05 03/01/02 0 0413491093 O 02/01/32 0 7436258 H58/G01 F 341,250.00 ZZ 360 336,834.60 1 6.875 2,241.77 75 6.625 2,241.77 VACAVILLE CA 95687 1 01/22/02 00 0433669504 05 03/01/02 0 1 0000087491 O 02/01/32 0 7443410 E84/G01 F 332,000.00 ZZ 360 327,747.04 1 7.000 2,208.80 71 6.750 2,208.80 PLEASANTON CA 94566 2 12/10/01 00 0433605011 05 02/01/02 0 75513732 O 01/01/32 0 7443438 E84/G01 F 344,500.00 ZZ 360 336,616.97 1 6.875 2,263.12 54 6.625 2,263.12 PORTLAND OR 97212 2 11/09/01 00 0433604626 05 01/01/02 0 60109001 O 12/01/31 0 7443538 E84/G01 F 398,000.00 ZZ 360 392,532.29 1 7.000 2,647.90 76 6.750 2,647.90 IRVING TX 75063 2 12/04/01 00 0433597408 03 01/01/02 0 81080790 O 12/01/31 0 7443560 E84/G01 F 328,000.00 ZZ 360 323,504.87 1 7.000 2,182.19 80 6.750 2,182.19 OAK PARK IL 60304 2 11/19/01 00 0433597481 05 01/01/02 0 13402960 O 12/01/31 0 7446160 G75/G75 F 62,800.00 ZZ 360 60,650.20 1 7.125 423.10 79 6.875 423.10 FAYETTEVILLE OH 45118 1 12/11/01 00 0004512857 05 02/01/02 0 04512857 O 01/01/32 0 1 7453622 964/G01 F 346,350.00 ZZ 360 342,221.05 1 7.000 2,304.28 84 6.750 2,304.28 OAK PARK CA 91377 2 01/25/02 14 0433655339 05 03/01/02 12 182916 O 02/01/32 0 7462632 E22/G01 F 838,300.00 ZZ 360 828,543.81 1 7.125 5,647.78 70 6.875 5,647.78 PLANO TX 75024 1 01/17/02 00 0413261017 03 03/01/02 0 0413261017 O 02/01/32 0 7463682 E82/G01 F 294,400.00 ZZ 360 290,805.40 1 6.875 1,934.00 67 6.625 1,934.00 FAIRFAX STATION VA 22039 2 01/14/02 00 0400523221 03 03/01/02 0 1768499 O 02/01/32 0 7468130 E11/G01 F 508,400.00 ZZ 360 502,339.28 1 7.000 3,382.40 37 6.750 3,382.40 TONKA BAY MN 55331 2 01/24/02 00 0433637626 05 03/01/02 0 0010001038146 O 02/01/32 0 7476768 N74/G01 F 81,000.00 ZZ 360 79,984.11 1 6.875 532.11 75 6.625 532.11 MCKINNEY TX 75069 5 01/25/02 00 0433654704 05 03/01/02 0 0029784010 O 02/01/32 0 7477572 964/G01 F 345,000.00 ZZ 360 337,329.03 1 6.750 2,237.66 75 6.500 2,237.66 1 BLACK FOREST CO 80908 5 12/26/01 00 0433597051 03 02/01/02 0 170873 O 01/01/32 0 7480982 S11/G01 F 400,000.00 ZZ 360 393,861.60 1 7.000 2,661.21 67 6.750 2,661.21 SANTA ANA CA 92705 5 01/24/02 00 0433669991 05 03/01/02 0 10206803 O 02/01/32 0 7482746 W53/G01 F 696,250.00 ZZ 360 687,949.91 1 7.000 4,632.17 59 6.750 4,632.17 SAN ANTONIO TX 78212 2 01/25/02 00 0433764461 05 03/01/02 0 9730991100 O 02/01/32 0 7486174 E22/G01 F 1,000,000.00 ZZ 360 986,864.03 1 6.625 6,403.11 44 6.375 6,403.11 SEWICKLEY PA 15143 2 01/14/02 00 0413342015 05 03/01/02 0 0413342015 O 02/01/32 0 7488454 A06/G01 F 318,000.00 ZZ 360 314,208.97 1 7.000 2,115.67 48 6.750 2,115.67 ANN ARBOR MI 48104 2 01/24/02 00 0433680840 05 03/01/02 0 1 O 02/01/32 0 7496940 964/G01 F 364,000.00 ZZ 360 359,555.62 1 6.875 2,391.22 80 6.625 2,391.22 HUNTINGTON BEAC CA 92646 1 01/29/02 00 0433678612 05 03/01/02 0 185114 O 02/01/32 0 1 7497186 356/G01 F 375,000.00 ZZ 360 370,817.64 1 7.625 2,654.23 75 7.375 2,654.23 SAN JOSE CA 95116 5 01/29/02 00 0433730504 05 04/01/02 0 28888840 O 03/01/32 0 7499388 B57/G01 F 349,450.00 ZZ 360 345,684.86 1 7.125 2,354.31 75 6.875 2,354.31 STEVENSON RANCH CA 91381 1 02/01/02 00 0433692019 03 04/01/02 0 10000484 O 03/01/32 0 7524912 964/G01 F 357,000.00 ZZ 360 349,996.26 1 7.000 2,375.13 47 6.750 2,375.13 DANVILLE CA 94506 2 02/05/02 00 0433707783 03 04/01/02 0 184683 O 03/01/32 0 7535868 E22/G01 F 288,000.00 ZZ 360 282,993.52 1 6.875 1,891.95 34 6.625 1,891.95 PACIFIC PALISAD CA 90272 2 01/14/02 00 0413306465 05 03/01/02 0 0413306465 O 02/01/32 0 7542752 964/G01 F 364,000.00 ZZ 360 360,078.04 1 7.125 2,452.34 80 6.875 2,452.34 STATELINE NV 89449 2 02/12/02 00 0433758513 05 04/01/02 0 182516 O 03/01/32 0 7545042 X05/G01 F 395,500.00 ZZ 360 383,626.01 1 1 7.500 2,765.39 80 7.250 2,765.39 SAN DIEGO CA 92107 1 02/14/02 00 0433706249 05 04/01/02 0 01201190 O 03/01/32 0 7545382 994/X14 F 343,000.00 ZZ 360 338,499.77 1 6.875 2,253.27 69 6.625 2,253.27 STONINGTON CT 06378 2 12/12/01 00 8022147741 05 02/01/02 0 1000290978 O 01/01/32 0 7556534 E22/G01 F 313,000.00 ZZ 360 309,529.19 1 7.375 2,161.81 84 7.125 2,161.81 KIRKLAND WA 98033 2 01/17/02 04 0413520503 05 03/01/02 12 0413520503 O 02/01/32 0 7558582 E82/G01 F 304,800.00 ZZ 360 301,337.27 1 7.250 2,079.27 63 7.000 2,079.27 SCARSDALE NY 10583 2 01/23/02 00 0400554978 05 03/01/02 0 1933313 O 02/01/32 0 7558718 M27/G01 F 330,500.00 ZZ 360 326,653.61 1 7.125 2,226.64 75 6.875 2,226.64 CHARLOTTE NC 28210 2 01/30/02 00 0433658390 08 03/01/02 0 600729474 O 02/01/32 0 7559002 994/X14 F 632,700.00 ZZ 360 615,800.65 1 6.875 4,156.39 75 6.625 4,156.39 BATON ROUGE LA 70808 2 10/12/01 00 8021160851 05 12/01/01 0 1 404266804 O 11/01/31 0 7559004 994/X14 F 623,000.00 ZZ 360 612,153.12 1 7.250 4,249.96 79 7.000 4,249.96 ARGYLE TX 76226 1 06/29/01 00 8020661719 05 08/01/01 0 403643538 O 07/01/31 0 7559010 994/X14 F 464,000.00 ZZ 360 457,487.64 1 6.875 3,048.15 71 6.625 3,048.15 SOMERS NY 10589 1 11/21/01 00 8022283876 05 01/01/02 0 1000360761 O 12/01/31 0 7559012 994/X14 F 356,000.00 ZZ 360 351,547.52 1 7.125 2,398.44 80 6.875 2,398.44 LEXINGTON KY 40502 1 12/17/01 00 8021339117 05 02/01/02 0 404546566 O 01/01/32 0 7559022 994/X14 F 614,000.00 ZZ 360 601,916.12 1 6.875 4,033.54 62 6.625 4,033.54 ANDOVER MA 01845 2 09/24/01 00 8016330444 05 11/01/01 0 21885917 O 10/01/31 0 7559026 994/X14 F 294,950.00 ZZ 360 291,344.48 1 7.250 2,012.08 85 7.000 2,012.08 NORWOOD MA 02062 1 12/03/01 11 8022287760 05 02/01/02 25 1000363566 O 01/01/32 0 1 7559030 994/X14 F 550,000.00 ZZ 360 542,432.94 1 6.625 3,521.72 66 6.375 3,521.72 CHAPPAQUA NY 10514 5 12/19/01 00 8022290681 05 02/01/02 0 1000365457 O 01/01/32 0 7559032 994/X14 F 343,800.00 ZZ 360 338,747.61 1 6.875 2,258.52 90 6.625 2,258.52 CLANCY MT 59634 2 12/10/01 10 8011740746 05 02/01/02 25 81078237 O 01/01/32 0 7559034 994/X14 F 310,000.00 ZZ 360 305,834.95 1 6.750 2,010.65 72 6.500 2,010.65 SUDBURY MA 01776 5 12/10/01 00 8021362440 05 02/01/02 0 404583600 O 01/01/32 0 7559036 994/X14 F 500,000.00 ZZ 360 494,323.47 1 7.625 3,538.97 56 7.375 3,538.97 RYE NY 10580 1 12/13/01 00 8022299930 05 02/01/02 0 1000374438 O 01/01/32 0 7559046 994/X14 F 445,000.00 ZZ 360 438,731.50 1 6.500 2,812.70 69 6.250 2,812.70 MCLEAN VA 22102 2 12/17/01 00 8016506449 05 02/01/02 0 219158106 O 01/01/32 0 7559048 994/X14 F 410,000.00 ZZ 360 402,628.93 1 6.750 2,659.25 78 6.500 2,659.25 1 BOWIE MD 20721 2 11/30/01 00 8016452792 03 01/01/02 0 219068289 O 12/01/31 0 7559054 994/X14 F 350,000.00 ZZ 360 345,407.86 1 6.875 2,299.26 65 6.625 2,299.26 BRIARCLIFF MANO NY 10510 2 12/05/01 00 8022282365 01 02/01/02 0 1000358984 O 01/01/32 0 7559056 994/X14 F 512,450.00 ZZ 360 503,994.16 1 7.000 3,409.35 67 6.750 3,409.35 COHASSET MA 02025 5 12/21/01 00 8022292927 05 02/01/02 0 1000367706 O 01/01/32 0 7559062 994/X14 F 315,000.00 ZZ 360 310,452.57 1 7.375 2,175.63 89 7.125 2,175.63 PRINCETON NJ 08502 2 09/06/01 11 8022143385 03 11/01/01 25 1000289753 O 10/01/31 0 7559064 994/X14 F 574,600.00 ZZ 360 566,306.78 1 6.625 3,679.23 60 6.375 3,679.23 MINNETONKA MN 55305 2 12/19/01 00 8016443692 05 02/01/02 0 219053596 O 01/01/32 0 7559068 994/X14 F 317,000.00 ZZ 360 313,312.46 1 7.500 2,216.51 52 7.250 2,216.51 WYCOFF NJ 07481 2 12/07/01 00 8022232881 05 02/01/02 0 1000322493 O 01/01/32 0 1 7559078 994/X14 F 649,000.00 ZZ 360 638,726.80 1 6.500 4,102.13 77 6.250 4,102.13 PELHAM NY 10803 1 12/13/01 00 8022263464 05 02/01/02 0 1000342746 O 01/01/32 0 7559080 994/X14 F 472,000.00 ZZ 360 465,807.29 1 6.875 3,100.71 68 6.625 3,100.71 FAIRFIELD CT 06430 2 12/19/01 00 8022297439 05 02/01/02 0 1000371899 O 01/01/32 0 7559082 994/X14 F 452,000.00 ZZ 360 446,613.04 1 7.375 3,121.85 80 7.125 3,121.85 HARRISBURG SD 57032 2 12/13/01 00 8012067842 05 02/01/02 0 81521276 O 01/01/32 0 7559084 994/X14 F 321,350.00 ZZ 360 316,767.64 1 7.125 2,164.99 80 6.875 2,164.99 JUPITER FL 33458 1 10/30/01 00 8016404553 03 12/01/01 0 218982308 O 11/01/31 0 7559086 994/X14 F 380,000.00 ZZ 360 298,983.05 1 6.875 2,496.33 59 6.625 2,496.33 DOWNERS GROVE IL 60515 2 12/06/01 00 8016476163 05 02/01/02 0 219107731 O 01/01/32 0 7559088 994/X14 F 453,000.00 ZZ 360 447,469.08 1 1 7.250 3,090.26 54 7.000 3,090.26 CONCORD MA 01742 2 12/13/01 00 8022250024 05 02/01/02 0 1000332252 O 01/01/32 0 7559094 994/X14 F 300,000.00 ZZ 360 296,048.60 1 7.000 1,995.91 75 6.750 1,995.91 PHOENIX AZ 85050 1 12/13/01 00 8016528583 03 02/01/02 0 219212135 O 01/01/32 0 7559110 994/X14 F 365,500.00 ZZ 360 352,417.20 1 6.625 2,340.34 75 6.375 2,340.34 LAYTONSVILLE MD 20882 1 12/14/01 00 8016515713 03 02/01/02 0 219177353 O 01/01/32 0 7559112 994/X14 F 315,000.00 ZZ 360 309,407.30 1 7.750 2,256.70 75 7.500 2,256.69 HOPEWELL JUNCTI NY 12533 2 11/19/01 00 8016233978 05 11/01/01 0 218684524 O 10/01/31 0 7559114 994/X14 F 424,000.00 ZZ 360 418,697.03 1 7.125 2,856.57 63 6.875 2,856.57 APEX NC 27502 2 12/13/01 00 8020804046 03 02/01/02 0 403825482 O 01/01/32 0 7559124 994/X14 F 292,500.00 ZZ 360 287,551.99 1 7.125 1,970.63 90 6.875 1,970.63 WILTON CA 95693 2 12/07/01 11 8016514559 05 02/01/02 25 1 219174699 O 01/01/32 0 7559126 994/X14 F 337,500.00 ZZ 360 325,347.23 1 6.375 2,105.56 63 6.125 2,105.56 PIERRE SD 57501 2 12/07/01 00 8021304640 05 02/01/02 0 404454865 O 01/01/32 0 7559128 994/X14 F 358,000.00 ZZ 360 352,956.87 1 6.500 2,262.81 84 6.250 2,262.81 TIGARD OR 97224 2 12/14/01 11 8022295243 05 02/01/02 12 1000369654 O 01/01/32 0 7559134 994/X14 F 430,000.00 ZZ 360 398,468.13 1 6.875 2,824.79 50 6.625 2,824.79 SANDS POINT NY 11050 1 10/22/01 00 8022072857 05 12/01/01 0 1000269146 O 11/01/31 0 7559138 994/X14 F 315,000.00 ZZ 360 311,060.23 1 7.125 2,122.22 50 6.875 2,122.22 WESTPORT CT 06880 5 12/17/01 00 8022287034 05 02/01/02 0 1000362441 O 01/01/32 0 7559142 994/X14 F 567,000.00 ZZ 360 559,736.44 1 7.000 3,772.27 79 6.750 3,772.27 CHAPEL HILL NC 27517 2 12/10/01 00 8011998278 03 02/01/02 0 81414736 O 01/01/32 0 1 7560040 M27/G01 F 340,000.00 ZZ 360 335,497.74 1 7.250 2,319.40 80 7.000 2,319.40 HILLSBOROUGH NC 27278 2 01/30/02 00 0433696150 03 03/01/02 0 600730332 O 02/01/32 0 7560710 405/405 F 442,000.00 ZZ 360 436,482.41 1 7.000 2,940.64 80 6.500 2,940.64 THOUSAND OAKS CA 91361 2 01/10/02 00 0017990698 05 03/01/02 0 17990698 O 02/01/32 0 7560712 405/405 F 650,000.00 ZZ 360 642,063.50 1 6.875 4,270.04 40 6.500 4,270.04 SARASOTA FL 34240 5 01/11/02 00 0018020545 03 03/01/02 0 18020545 O 02/01/32 0 7560714 405/405 F 535,000.00 ZZ 360 525,204.59 1 7.125 3,604.40 65 6.500 3,604.40 SAN MATEO CA 94402 5 01/07/02 00 0018025411 05 03/01/02 0 18025411 O 02/01/32 0 7560720 405/405 F 345,000.00 ZZ 360 339,705.03 1 6.875 2,266.41 65 6.500 2,266.41 LOS ANGELES CA 91436 2 01/04/02 00 0018072272 01 03/01/02 0 18072272 O 02/01/32 0 7560724 405/405 F 596,000.00 ZZ 360 588,722.83 1 6.875 3,915.30 60 6.500 3,915.30 1 MALVERN PA 19355 2 01/18/02 00 0018108324 03 03/01/02 0 18108324 O 02/01/32 0 7560726 405/405 F 506,000.00 ZZ 360 499,967.93 1 7.000 3,366.43 60 6.500 3,366.43 BOCA RATON FL 33431 2 01/14/02 00 0018128561 03 03/01/02 0 18128561 O 02/01/32 0 7560728 405/405 F 408,000.00 ZZ 360 403,364.80 1 7.250 2,783.28 72 6.500 2,783.28 DIX HILLS NY 11746 2 01/14/02 00 0018153098 05 03/01/02 0 18153098 O 02/01/32 0 7560734 405/405 F 572,000.00 ZZ 360 555,285.14 1 7.375 3,950.67 80 6.500 3,950.67 BRONXVILLE NY 10708 1 01/15/02 00 0018165142 05 03/01/02 0 18165142 O 02/01/32 0 7560740 405/405 F 345,000.00 ZZ 360 340,787.50 1 6.875 2,266.41 64 6.500 2,266.41 THOUSAND OAKS CA 91362 1 01/15/02 00 0018176420 01 03/01/02 0 18176420 O 02/01/32 0 7560742 405/405 F 550,000.00 ZZ 360 543,284.51 1 6.875 3,613.11 72 6.500 3,613.11 HOUSTON TX 77024 1 01/16/02 00 0018180083 05 03/01/02 0 18180083 O 02/01/32 0 1 7560744 405/405 F 600,000.00 ZZ 360 591,499.14 1 7.125 4,042.32 80 6.500 4,042.32 BOCA RATON FL 33496 1 01/18/02 00 0018192567 03 03/01/02 0 18192567 O 02/01/32 0 7560752 405/405 F 350,000.00 ZZ 360 285,909.00 1 6.875 2,299.25 69 6.500 2,299.25 WHITTIER CA 90602 1 01/16/02 00 0060015302 05 03/01/02 0 60015302 O 02/01/32 0 7560970 405/405 F 635,000.00 ZZ 360 624,502.98 1 7.250 4,331.82 80 6.500 4,331.82 BRYN MAWR PA 19010 2 08/01/01 00 0017446980 05 09/01/01 0 17446980 O 08/01/31 0 7560972 405/405 F 500,000.00 ZZ 360 486,556.28 1 6.750 3,243.00 72 6.250 3,243.00 OAK HILL VA 20171 1 12/21/01 00 0017645805 03 02/01/02 0 17645805 O 01/01/32 0 7560980 405/405 F 416,000.00 T 360 410,161.23 1 6.875 2,732.83 64 6.250 2,732.83 SANIBEL FL 33957 2 11/20/01 00 0017909565 05 01/01/02 0 17909565 O 12/01/31 0 7560990 405/405 F 801,500.00 ZZ 360 790,984.27 1 1 6.875 5,265.29 37 6.250 5,265.29 MILL VALLEY CA 94941 2 12/13/01 00 0017991191 05 02/01/02 0 17991191 O 01/01/32 0 7560992 405/405 F 412,000.00 ZZ 360 406,594.53 1 6.875 2,706.55 69 6.250 2,706.55 SAN JOSE CA 95126 5 12/12/01 00 0017994450 05 02/01/02 0 17994450 O 01/01/32 0 7560996 405/405 F 325,000.00 ZZ 360 311,635.68 1 6.875 2,135.02 60 6.250 2,135.02 REDONDO BEACH CA 90277 2 12/20/01 00 0018012104 05 02/01/02 0 18012104 O 01/01/32 0 7561010 405/405 F 500,000.00 ZZ 360 486,745.33 1 7.000 3,326.52 79 6.250 3,326.52 LOS ANGELES CA 90272 1 12/24/01 00 0018088153 05 02/01/02 0 18088153 O 01/01/32 0 7561012 405/405 F 416,000.00 ZZ 360 410,670.87 1 7.000 2,767.66 80 6.250 2,767.66 OAKLAND CA 94611 1 12/20/01 00 0018095703 05 02/01/02 0 18095703 O 01/01/32 0 7561018 405/405 F 518,000.00 ZZ 360 499,129.56 1 6.875 3,402.89 65 6.250 3,402.89 FULLERTON CA 92835 2 12/24/01 00 0019960681 03 02/01/02 0 1 19960681 O 01/01/32 0 7561022 405/405 F 400,000.00 ZZ 360 394,875.87 1 7.000 2,661.21 63 6.250 2,661.21 MISSION VIEJO CA 92692 2 12/14/01 00 0019975044 03 02/01/02 0 19975044 O 01/01/32 0 7561030 405/405 F 324,000.00 ZZ 360 319,849.01 1 7.000 2,155.58 80 6.250 2,155.58 HERCULES CA 94547 1 12/20/01 00 0019989995 05 02/01/02 0 19989995 O 01/01/32 0 7561032 405/405 F 375,000.00 ZZ 360 367,199.07 1 7.000 2,494.89 80 6.250 2,494.89 PETALUMA CA 94954 1 12/19/01 00 0060002623 05 02/01/02 0 60002623 O 01/01/32 0 7569696 N47/G01 F 415,000.00 ZZ 360 410,635.41 1 7.250 2,831.03 80 7.000 2,831.03 ENCINITAS CA 92024 2 02/05/02 00 0433719713 05 04/01/02 0 30112884 O 03/01/32 0 7573678 952/G01 F 590,000.00 ZZ 360 582,966.47 1 7.000 3,925.29 73 6.750 3,925.29 MONTVALE NJ 07645 2 01/18/02 00 0433643178 05 03/01/02 0 20015032 O 02/01/32 0 1 7575470 696/G01 F 405,750.00 ZZ 360 400,944.16 1 7.125 2,733.61 80 6.875 2,733.61 SILVER SPRING MD 20904 1 01/22/02 00 0433607975 03 03/01/02 0 32201295 O 02/01/32 0 7577710 A48/G01 F 205,000.00 ZZ 360 201,576.59 1 7.250 1,398.46 50 7.000 1,398.46 SAN JOSE CA 95127 2 02/01/02 00 0433725348 05 04/01/02 0 8111016309 O 03/01/32 0 7583288 994/X14 F 382,400.00 ZZ 360 377,617.36 1 7.125 2,576.30 80 6.875 2,576.30 SAN DIEGO CA 92131 1 12/19/01 00 8016537659 03 02/01/02 0 219237298 O 01/01/32 0 7583826 U39/U39 F 500,000.00 T 360 490,279.47 1 7.875 3,625.35 10 7.625 3,625.35 QUOGUE NY 11959 5 01/11/01 00 0000953885 05 03/01/01 0 0009538852 O 02/01/31 0 7583840 U39/U39 F 492,000.00 ZZ 360 484,759.37 1 6.625 3,150.33 80 6.375 3,150.33 HIGHLANDS RANCH CO 80129 1 11/06/01 00 0000972794 03 01/01/02 0 0009727943 O 12/01/31 0 7583856 U39/U39 F 320,000.00 ZZ 360 315,856.32 1 7.000 2,128.97 77 6.750 2,128.97 1 LAKE GROVE NY 11755 1 12/05/01 00 0000989335 05 02/01/02 0 0009893356 O 01/01/32 0 7583862 U39/U39 F 962,000.00 ZZ 360 944,354.69 1 7.000 6,400.21 61 6.750 6,400.21 SARATOGA CA 95070 2 10/19/01 00 0011705894 05 12/01/01 0 0117058942 O 11/01/31 0 7583890 U39/U39 F 527,300.00 ZZ 360 508,306.50 1 6.750 3,420.06 67 6.500 3,420.06 LAGUNA HILLS CA 92653 2 11/21/01 00 0011731023 03 01/01/02 0 0117310236 O 12/01/31 0 7583896 U39/U39 F 450,000.00 ZZ 360 442,352.20 1 6.625 2,881.40 40 6.375 2,881.40 WOODSIDE CA 94062 5 12/05/01 00 0011733516 05 02/01/02 0 0117335167 O 01/01/32 0 7583900 U39/U39 F 600,000.00 ZZ 360 591,745.10 1 6.625 3,841.87 46 6.375 3,841.87 DUBLIN OH 43017 1 12/21/01 00 0011735669 03 02/01/02 0 0117356692 O 01/01/32 0 7583916 U39/U39 F 344,000.00 ZZ 360 339,378.03 1 6.750 2,231.18 78 6.500 2,231.18 ALEXANDRIA VA 22301 5 12/06/01 00 0011741733 05 02/01/02 0 0117417338 O 01/01/32 0 1 7583918 U39/U39 F 422,000.00 ZZ 360 416,330.15 1 6.750 2,737.08 64 6.500 2,737.08 HEALDSBURG CA 95448 2 12/07/01 00 0011742285 05 02/01/02 0 0117422858 O 01/01/32 0 7583942 U39/U39 F 363,335.00 ZZ 360 358,209.30 1 6.500 2,296.52 71 6.250 2,296.52 VIENNA VA 22101 2 12/03/01 00 0011748928 05 02/01/02 0 0117489287 O 01/01/32 0 7583954 U39/U39 F 344,000.00 ZZ 360 322,378.03 1 6.750 2,231.18 80 6.500 2,231.18 CLEARWATER FL 33759 2 12/05/01 00 0011751260 05 02/01/02 0 0117512609 O 01/01/32 0 7583956 U39/U39 F 442,000.00 ZZ 360 415,865.44 1 6.625 2,830.17 52 6.375 2,830.17 POTOMAC MD 20854 2 12/13/01 00 0011752425 05 02/01/02 0 0117524257 O 01/01/32 0 7583958 U39/U39 F 415,000.00 ZZ 360 409,424.18 1 6.750 2,691.68 80 6.500 2,691.68 ALBUQUERQUE NM 87122 1 12/11/01 00 0011752540 05 02/01/02 0 0117525403 O 01/01/32 0 7583968 U39/U39 F 406,765.00 ZZ 360 401,554.17 1 1 7.000 2,706.22 73 6.750 2,706.22 ENCINITAS CA 92024 2 12/20/01 00 0011836301 05 02/01/02 0 0118363010 O 01/01/32 0 7583970 U39/U39 F 348,000.00 ZZ 360 343,328.36 1 6.375 2,171.07 80 6.125 2,171.07 PLEASANT HILL CA 94523 2 12/27/01 00 0011836897 05 03/01/02 0 0118368977 O 02/01/32 0 7593774 405/405 F 504,850.00 ZZ 360 498,382.68 1 7.000 3,358.78 75 6.500 3,358.78 HIGHLAND PARK TX 75205 2 12/18/01 00 0012750824 05 02/01/02 0 0012750824 O 01/01/32 0 7593814 405/405 F 399,700.00 ZZ 360 395,048.15 1 7.125 2,692.86 68 6.625 2,692.86 DRIPPING SPRING TX 78620 2 01/15/02 00 0018133207 05 03/01/02 0 0018133207 O 02/01/32 0 7594154 B57/G01 F 424,000.00 ZZ 360 418,945.50 1 7.000 2,820.88 70 6.750 2,820.88 CAMARILLO CA 93012 5 01/31/02 00 0433701752 05 03/01/02 0 2118514 O 02/01/32 0 7598146 964/G01 F 359,600.00 ZZ 360 355,618.18 1 7.125 2,422.69 80 6.875 2,422.69 SEATTLE WA 98177 1 01/31/02 00 0433694650 05 04/01/02 0 1 181027 O 03/01/32 0 7604240 E22/G01 F 815,000.00 ZZ 360 803,350.30 1 6.875 5,353.97 63 6.625 5,353.97 COEUR D ALENE ID 83814 2 01/22/02 00 0413319195 03 03/01/02 0 0413319195 O 02/01/32 0 7604246 E22/G01 F 315,000.00 ZZ 360 311,153.82 1 6.875 2,069.33 69 6.625 2,069.33 CONCORD CA 94521 2 01/17/02 00 0413334830 05 03/01/02 0 0413334830 O 02/01/32 0 7604318 E22/G01 F 340,000.00 ZZ 360 332,853.41 1 7.000 2,262.03 76 6.750 2,262.03 EL CERRITO CA 94560 1 01/19/02 00 0413479965 05 03/01/02 0 0413479965 O 02/01/32 0 7604484 E22/G01 F 543,700.00 ZZ 360 537,061.47 1 6.875 3,571.72 78 6.625 3,571.72 PLANO TX 75093 2 01/23/02 00 0413571175 03 03/01/02 0 0413571175 O 02/01/32 0 7606548 F26/G01 F 331,000.00 ZZ 360 326,987.82 1 7.250 2,258.00 66 7.000 2,258.00 POULSBO WA 98370 2 02/05/02 00 0433746948 05 04/01/02 0 7142813307 O 03/01/32 0 1 7608800 N47/G01 F 340,000.00 ZZ 360 336,247.39 1 7.000 2,262.03 77 6.750 2,262.03 HAYWARD CA 94545 2 02/04/02 00 0433706546 05 04/01/02 0 20311909 O 03/01/32 0 7609680 Q97/G01 F 344,400.00 ZZ 360 340,598.86 1 7.000 2,291.30 80 6.750 2,291.30 SUWANEE GA 30024 2 02/08/02 00 0433723731 05 04/01/02 0 16011366 O 03/01/32 0 7610188 964/G01 F 414,000.00 ZZ 360 409,319.67 1 6.875 2,719.69 79 6.625 2,719.69 THOUSAND OAKS CA 91362 2 02/01/02 00 0433704806 03 04/01/02 0 172904 O 03/01/32 0 7614300 964/G01 F 383,000.00 ZZ 360 378,670.13 1 6.875 2,516.04 74 6.625 2,516.04 GLEN ELLEN CA 95442 5 02/06/02 00 0433693405 05 04/01/02 0 184866 O 03/01/32 0 7618348 T44/G01 F 172,000.00 ZZ 360 170,146.73 1 7.125 1,158.80 50 6.875 1,158.80 GRASS VALLEY CA 95949 2 02/05/02 00 0433680261 05 04/01/02 0 1033943 O 03/01/32 0 7618918 E11/G01 F 590,000.00 ZZ 360 583,518.24 1 7.375 4,074.98 67 7.125 4,074.98 1 EDINA MN 55439 1 02/22/02 00 0433724762 05 04/01/02 0 0010001040439 O 03/01/32 0 7622486 964/G01 F 472,000.00 ZZ 360 467,035.94 1 7.250 3,219.87 80 7.000 3,219.87 SEAL BEACH CA 90740 1 02/05/02 00 0433703865 03 04/01/02 0 186557 O 03/01/32 0 7623794 964/G01 F 382,400.00 ZZ 360 378,076.91 1 6.875 2,512.10 80 6.625 2,512.10 COLFAX CA 95713 2 02/01/02 00 0433671609 03 04/01/02 0 183625 O 03/01/32 0 7624862 E22/G01 F 500,000.00 ZZ 360 494,319.64 1 7.250 3,410.88 55 7.000 3,410.88 TARZANA CA 91356 5 01/20/02 00 0413379116 05 03/01/02 0 0413379116 O 02/01/32 0 7625008 E22/G01 F 360,000.00 ZZ 360 354,975.74 1 7.375 2,486.43 65 7.125 2,486.43 BERKELEY CA 94707 5 01/17/02 00 0413542176 05 03/01/02 0 0413542176 O 02/01/32 0 7625062 E22/G01 F 477,000.00 ZZ 360 444,723.23 1 7.375 3,294.52 80 7.125 3,294.52 ROUGH AND READY CA 95975 2 01/18/02 00 0413575481 05 03/01/02 0 0413575481 O 02/01/32 0 1 7629256 D03/D03 F 500,000.00 ZZ 360 494,347.56 1 6.875 3,284.64 44 6.625 3,284.64 MENLO PARK CA 94025 5 02/07/02 00 1020001529 05 04/01/02 0 GULKE1020001529 O 03/01/32 0 7635068 Q99/G01 F 455,000.00 ZZ 360 447,808.59 1 7.250 3,103.90 60 7.000 3,103.90 CAMBRIDGE MA 02138 5 01/31/02 00 0433658408 05 03/01/02 0 1 O 02/01/32 0 7636922 893/G01 F 324,000.00 ZZ 360 320,523.25 1 7.500 2,265.46 80 7.250 2,265.46 FAIR OAKS CA 95628 5 02/04/02 00 0433679230 05 04/01/02 0 M11210031 O 03/01/32 0 7639422 P09/G01 F 256,000.00 ZZ 360 252,948.25 1 7.000 1,703.17 65 6.750 1,703.17 CLIFTON VA 20124 5 01/25/02 00 0433670064 05 03/01/02 0 R0111191 O 02/01/32 0 7641790 964/G01 F 368,000.00 ZZ 360 361,390.70 1 7.125 2,479.28 80 6.875 2,479.28 LONG BEACH CA 90808 1 02/08/02 00 0433707494 05 04/01/02 0 182676 O 03/01/32 0 7641922 T53/G01 F 366,000.00 ZZ 360 362,056.56 1 1 7.125 2,465.81 55 6.875 2,465.81 CLAREMONT CA 91711 1 02/01/02 00 0433670981 05 04/01/02 0 31001387 O 03/01/32 0 7646912 E22/G01 F 274,500.00 ZZ 360 270,641.62 1 7.125 1,849.36 90 6.875 1,849.36 ARGYLE TX 76226 1 01/29/02 04 0413400649 05 03/01/02 25 0413400649 O 02/01/32 0 7647180 E22/G01 F 362,000.00 ZZ 360 357,570.80 1 6.875 2,378.08 56 6.625 2,378.08 SAN JOSE CA 95117 2 01/22/02 00 0413571399 05 03/01/02 0 0413571399 O 02/01/32 0 7653918 F99/G01 F 452,000.00 ZZ 360 446,864.87 1 7.250 3,083.44 80 7.000 3,083.44 STAMFORD CT 06903 2 01/24/02 00 0433679438 05 03/01/02 0 4702248517 O 02/01/32 0 7661620 964/G01 F 360,000.00 ZZ 360 355,831.81 1 6.750 2,334.95 80 6.500 2,334.95 PASADENA CA 91107 1 02/05/02 00 0433695145 05 04/01/02 0 186456 O 03/01/32 0 7662222 M27/G01 F 443,000.00 ZZ 360 437,981.84 1 6.875 2,910.19 74 6.625 2,910.19 PITTSBORO NC 27312 2 02/18/02 00 0433715117 09 04/01/02 0 1 600733632 O 03/01/32 0 7665064 N47/G01 F 453,000.00 ZZ 360 448,235.73 1 7.250 3,090.26 72 7.000 3,090.26 MONTARA CA 94037 2 02/06/02 00 0433707254 05 04/01/02 0 20511209 O 03/01/32 0 7665448 Q59/G01 F 396,000.00 ZZ 360 391,733.26 1 7.125 2,667.93 80 6.875 2,667.93 LA CRESCENTA AR CA 91214 1 02/07/02 00 0433706587 05 04/01/02 0 400142 O 03/01/32 0 7668150 E22/G01 F 514,500.00 ZZ 360 508,512.22 1 7.125 3,466.28 70 6.875 3,466.28 FRESNO CA 93711 5 01/19/02 00 0413520537 03 03/01/02 0 0413520537 O 02/01/32 0 7669572 S43/G01 F 333,101.00 ZZ 360 329,335.23 1 6.875 2,188.24 67 6.625 2,188.24 PLACITAS NM 87043 2 02/05/02 00 0433665783 05 04/01/02 0 012267 O 03/01/32 0 7675704 369/G01 F 570,650.00 ZZ 360 564,198.86 1 6.875 3,748.76 78 6.625 3,748.76 VALPARAISO IN 46383 2 02/07/02 00 0433713427 05 04/01/02 0 0073528740 O 03/01/32 0 1 7676354 964/G01 F 377,000.00 ZZ 360 372,738.04 1 6.875 2,476.62 69 6.625 2,476.62 AGOURA HILLS CA 91301 5 02/05/02 00 0433694841 05 04/01/02 0 184347 O 03/01/32 0 7680356 025/025 F 300,000.00 ZZ 360 295,414.22 1 7.375 2,072.03 72 7.125 2,072.03 KNOXVILLE TN 37922 1 09/06/01 00 0025725698 05 10/01/01 0 0025725698 O 09/01/31 0 7680360 025/025 F 536,000.00 ZZ 360 527,103.04 1 7.500 3,747.79 77 7.250 3,747.79 TALBOTT TN 37877 2 06/14/01 00 0025891367 05 08/01/01 0 0025891367 O 07/01/31 0 7680362 025/025 F 317,200.00 ZZ 360 312,108.12 1 6.500 2,004.92 80 6.250 2,004.92 GOODLETTSVILLE TN 37072 1 11/02/01 00 0025954082 03 12/01/01 0 0025954082 O 11/01/31 0 7680364 025/025 F 297,000.00 ZZ 360 291,820.10 1 7.750 2,127.75 90 7.500 2,127.75 TOANO VA 23168 4 04/13/01 12 0130137797 03 06/01/01 25 0130137797 O 05/01/31 0 7680376 025/025 F 546,000.00 ZZ 360 537,852.00 1 7.500 3,817.72 80 7.250 3,817.72 1 FORT WAYNE IN 46814 1 08/10/01 00 0130398167 03 10/01/01 0 0130398167 O 09/01/31 0 7680380 025/025 F 290,000.00 ZZ 360 285,711.74 1 7.250 1,978.32 80 7.000 1,978.32 LEXINGTON KY 40509 1 09/21/01 00 0130431141 03 11/01/01 0 0130431141 O 10/01/31 0 7680392 025/025 F 308,250.00 ZZ 360 303,692.01 1 7.250 2,102.81 75 7.000 2,102.81 BURTONSVILLE MD 20866 1 10/05/01 00 0138189816 05 11/01/01 0 0138189816 O 10/01/31 0 7680398 025/025 F 400,000.00 ZZ 360 389,242.27 1 7.625 2,831.18 58 7.375 2,831.18 SUNNYVALE CA 94087 5 01/23/01 00 0138761952 05 03/01/01 0 0138761952 O 02/01/31 0 7680406 025/025 F 361,600.00 ZZ 360 354,338.10 1 7.250 2,466.75 80 7.000 2,466.75 SAN JOSE CA 95139 1 03/29/01 00 0139050074 05 05/01/01 0 0139050074 O 04/01/31 0 7680412 025/025 F 500,000.00 ZZ 360 489,835.64 1 7.500 3,496.08 80 7.250 3,496.08 BELLEVUE WA 98004 1 04/26/01 00 0139099311 05 06/01/01 0 0139099311 O 05/01/31 0 1 7684282 E76/G01 F 385,000.00 ZZ 360 380,299.12 1 6.875 2,529.18 67 6.625 2,529.18 BIXBY OK 74008 2 01/31/02 00 0433676749 03 03/01/02 0 10011544 O 02/01/32 0 7690118 975/G01 F 342,000.00 ZZ 360 338,133.65 1 6.875 2,246.70 80 6.625 2,246.70 FULLERTON CA 92833 2 02/05/02 00 0433713377 05 04/01/02 0 2020440 O 03/01/32 0 7700940 E23/G01 F 500,000.00 ZZ 360 494,347.55 1 6.875 3,284.64 46 6.625 3,284.64 GRANITE BAY CA 95746 5 02/08/02 00 0433695269 03 04/01/02 0 61002384 O 03/01/32 0 7702708 M27/G01 F 157,000.00 ZZ 360 155,574.40 1 8.000 1,152.01 88 7.750 1,152.01 CLAYTON NC 27520 2 02/11/02 14 0433708138 05 04/01/02 25 1 O 03/01/32 0 7703726 550/550 F 1,000,000.00 ZZ 360 989,173.47 1 7.100 6,720.32 29 6.850 6,720.32 BEVERLY HILLS CA 90210 2 01/28/02 00 1205668930 05 04/01/02 0 120566893 O 03/01/32 0 7709226 N47/G01 F 344,000.00 ZZ 360 338,831.19 1 1 7.125 2,317.59 80 6.875 2,317.59 SAN JOSE CA 95148 2 02/08/02 00 0433749819 05 04/01/02 0 20311660 O 03/01/32 0 7713372 E22/G01 F 165,000.00 ZZ 360 163,170.35 4 7.375 1,139.61 77 7.125 1,139.61 NEW ORLEANS LA 70119 2 01/29/02 00 0413498361 05 03/01/02 0 0413498361 O 02/01/32 0 7713452 E22/G01 F 330,000.00 ZZ 360 326,159.45 1 7.125 2,223.27 66 6.875 2,223.27 NEWTOWN CT 06470 2 01/30/02 00 0413548249 05 03/01/02 0 0413548249 O 02/01/32 0 7713512 E22/G01 F 336,000.00 ZZ 360 332,201.53 1 6.875 2,207.28 70 6.625 2,207.28 BELLEVUE WA 98008 5 01/28/02 00 0413574179 05 04/01/02 0 0413574179 O 03/01/32 0 7714472 696/G01 F 404,000.00 ZZ 360 399,183.92 1 7.000 2,687.82 80 6.750 2,687.82 VIENNA VA 22182 1 02/04/02 00 0433645678 03 03/01/02 0 23602003 O 02/01/32 0 7714672 E82/G01 F 172,000.00 ZZ 360 168,182.03 1 7.000 1,144.32 71 6.750 1,144.32 SAN CLEMENTE CA 92672 2 02/01/02 00 0400559597 01 04/01/02 0 1 0400559597 O 03/01/32 0 7714676 E82/G01 F 277,000.00 ZZ 360 271,153.60 1 7.125 1,866.20 53 6.875 1,866.20 DOBBS FERRY NY 10522 2 02/01/02 00 0400560579 05 03/01/02 0 0400560579 O 02/01/32 0 7714778 A06/G01 F 128,000.00 ZZ 360 126,210.21 1 7.375 884.07 57 7.125 884.07 BALDWIN NY 11510 2 02/14/02 00 0433707056 05 04/01/02 0 1 O 03/01/32 0 7719892 975/G01 F 360,000.00 ZZ 360 355,929.64 1 6.875 2,364.94 60 6.625 2,364.94 RANCHO PALOS VE CA 90275 2 02/05/02 00 0433717808 05 04/01/02 0 2015614 O 03/01/32 0 7733644 964/G01 F 597,500.00 ZZ 360 590,581.97 1 6.750 3,875.37 61 6.500 3,875.37 TUSTIN CA 92782 2 02/08/02 00 0433726916 05 04/01/02 0 185317 O 03/01/32 0 7736280 E22/G01 F 174,500.00 ZZ 360 171,526.40 1 7.250 1,190.40 74 7.000 1,190.40 RONALD WA 98940 5 01/29/02 00 0413608266 03 04/01/02 0 0413608266 O 03/01/32 0 1 7736638 E82/G01 F 335,900.00 ZZ 360 331,895.73 1 7.000 2,234.75 80 6.750 2,234.75 ALPHARETTA GA 30022 2 02/01/02 00 0400578191 03 03/01/02 0 3702114 O 02/01/32 0 7739580 M27/G01 F 538,000.00 ZZ 360 531,770.79 1 6.750 3,489.46 73 6.500 3,489.46 MOORESVILLE NC 28117 2 02/08/02 00 0433686391 05 04/01/02 0 600731047 O 03/01/32 0 7741770 D03/D03 F 793,000.00 ZZ 360 783,597.09 1 6.625 5,077.67 65 6.375 5,077.67 LOS GATOS CA 95032 5 02/11/02 00 1010001449 05 04/01/02 0 1010001449 O 03/01/32 0 7741942 X31/G01 F 324,000.00 ZZ 360 320,337.18 1 6.875 2,128.45 80 6.625 2,128.45 HACIENDA HEIGHT CA 91745 2 02/07/02 00 0433717972 05 04/01/02 0 40100647 O 03/01/32 0 7744648 998/998 F 615,000.00 T 360 606,079.27 1 7.625 4,352.93 75 7.375 4,352.93 HORSESHOE BAY TX 78657 1 09/24/01 00 10221067 03 11/01/01 0 0221067 O 10/01/31 0 7744652 998/998 F 600,000.00 T 360 593,020.36 1 7.500 4,195.29 50 7.250 4,195.29 1 PALM BEACH FL 33480 1 01/07/02 00 11805898 05 02/01/02 0 1805898 O 01/01/32 0 7744676 998/998 F 568,000.00 ZZ 360 562,696.39 1 8.250 4,267.19 80 8.000 4,267.19 MADISONVILLE LA 70433 2 01/07/02 00 12884454 05 03/01/02 0 2884454 O 02/01/32 0 7750326 076/076 F 385,000.00 ZZ 360 379,333.70 1 6.625 2,465.20 84 6.375 2,465.20 IOWA CITY IA 52240 2 11/26/01 10 12134528 05 01/01/02 12 2134528 O 12/01/31 0 7750328 076/076 F 534,800.00 ZZ 360 527,614.55 1 6.750 3,468.70 60 6.500 3,468.70 SIOUX FALLS SD 57103 2 12/19/01 00 12139422 05 02/01/02 0 2139422 O 01/01/32 0 7750330 076/076 F 280,000.00 ZZ 360 273,905.50 1 6.875 1,839.40 77 6.625 1,839.40 ORLANDO FL 32806 2 12/14/01 00 12151928 05 02/01/02 0 2151928 O 01/01/32 0 7750332 076/076 F 468,000.00 ZZ 360 461,561.17 1 6.625 2,996.66 80 6.375 2,996.66 LITTLE ROCK AR 72223 2 12/17/01 00 12177069 05 02/01/02 0 2177069 O 01/01/32 0 1 7750344 076/076 F 579,000.00 ZZ 360 569,216.61 1 7.625 4,098.13 80 7.375 4,098.13 KANSAS CITY MO 64112 1 07/27/01 00 12351688 05 09/01/01 0 2351688 O 08/01/31 0 7750346 076/076 F 320,000.00 ZZ 360 315,700.42 1 6.750 2,075.52 71 6.500 2,075.52 WESTPORT CT 06880 5 12/06/01 00 12422125 05 02/01/02 0 2422125 O 01/01/32 0 7750350 076/076 F 312,000.00 ZZ 360 307,820.47 1 6.875 2,049.62 57 6.625 2,049.62 EAST HAMPTON NY 11937 2 12/27/01 00 12756309 05 02/01/02 0 2756309 O 01/01/32 0 7750352 076/076 F 467,250.00 ZZ 360 461,264.28 1 7.000 3,108.63 80 6.750 3,108.63 ALEDO TX 76008 1 12/13/01 00 12764205 05 02/01/02 0 2764205 O 01/01/32 0 7750354 076/076 F 333,000.00 ZZ 360 328,136.71 1 7.000 2,215.46 79 6.750 2,215.46 FUQUAY VARINA NC 27526 2 10/25/01 00 12985163 03 12/01/01 0 2985163 O 11/01/31 0 7750360 076/076 F 524,000.00 ZZ 360 516,959.52 1 1 6.750 3,398.66 80 6.500 3,398.66 NEWTOWN CT 06470 1 12/07/01 00 13434033 05 02/01/02 0 3434033 O 01/01/32 0 7751212 Q59/G01 F 328,000.00 ZZ 360 324,379.89 1 7.000 2,182.19 80 6.750 2,182.19 BURBANK CA 91506 2 02/19/02 00 0433746351 05 04/01/02 0 400161 O 03/01/32 0 7758660 E22/G01 F 128,535.00 ZZ 360 127,109.66 1 7.375 887.76 95 7.125 887.76 EL MIRAGE AZ 85335 2 01/26/02 04 0413517764 03 03/01/02 30 0413517764 O 02/01/32 0 7758704 E22/G01 F 487,500.00 T 360 481,546.57 1 6.875 3,202.53 75 6.625 3,202.53 CAYUCOS CA 93430 1 01/29/02 00 0413563487 05 03/01/02 0 0413563487 O 02/01/32 0 7759322 W93/G01 F 360,000.00 ZZ 360 353,041.09 1 6.750 2,334.96 80 6.500 2,334.96 SAN JOSE CA 95136 1 11/28/01 00 0433694064 05 01/01/02 0 20362001 O 12/01/31 0 7759324 W93/G01 F 424,000.00 ZZ 360 417,906.08 1 6.750 2,750.06 79 6.500 2,750.06 NEWBERG OR 97132 2 11/28/01 00 0433691870 05 01/01/02 0 1 37343853 O 12/01/31 0 7759344 W93/G01 F 337,500.00 ZZ 360 333,613.64 1 7.500 2,359.85 74 7.250 2,359.85 SAN DIEGO CA 92130 5 01/04/02 00 0433694320 03 03/01/02 0 28354721 O 02/01/32 0 7759360 W93/G01 F 388,000.00 ZZ 360 383,592.08 1 7.250 2,646.84 80 7.000 2,646.84 SAN JOSE CA 95123 1 01/08/02 00 0433694270 05 03/01/02 0 20362081 O 02/01/32 0 7759380 W93/G01 F 368,800.00 ZZ 360 364,511.32 1 7.250 2,515.87 80 7.000 2,515.87 SAN DIEGO CA 92124 1 01/08/02 00 0433694338 05 03/01/02 0 28354895 O 02/01/32 0 7764238 W86/W86 F 405,000.00 ZZ 360 400,171.88 1 7.000 2,694.48 75 6.750 2,694.48 WHITEFISH MT 59937 2 01/25/02 00 760207 05 03/01/02 0 760207 O 02/01/32 0 7765322 W86/W86 F 595,000.00 ZZ 360 588,075.27 1 7.125 4,008.63 77 6.875 4,008.63 WHITEFISH MT 59937 2 01/25/02 00 702506 05 03/01/02 0 702506 O 02/01/32 0 1 7765774 893/G01 F 584,000.00 ZZ 360 577,195.99 1 6.875 3,836.46 80 6.625 3,836.46 BURLINGAME CA 94010 1 02/11/02 00 0433710472 05 04/01/02 0 M20116071 O 03/01/32 0 7766854 964/G01 F 341,000.00 ZZ 360 337,119.63 1 7.000 2,268.68 49 6.750 2,268.68 NOVATO CA 94945 2 02/26/02 00 0433757069 05 04/01/02 0 400190077 O 03/01/32 0 7767334 H58/G01 F 347,000.00 ZZ 360 342,513.28 1 6.875 2,279.54 70 6.625 2,279.54 FEDERAL WAY WA 98023 2 01/18/02 00 0433643764 05 03/01/02 0 0000087294 O 02/01/32 0 7768902 964/G01 F 458,000.00 ZZ 360 452,944.98 1 7.000 3,047.09 54 6.750 3,047.09 NEWPORT BEACH CA 92660 2 02/06/02 00 0433713880 05 04/01/02 0 184384 O 03/01/32 0 7776098 B57/G01 F 593,000.00 ZZ 360 586,296.09 1 6.875 3,895.59 75 6.625 3,895.59 LOS ANGELES CA 90046 2 02/11/02 00 0433716610 05 04/01/02 0 2118969 O 03/01/32 0 7778826 W86/W86 F 435,000.00 ZZ 360 429,814.26 1 7.000 2,894.07 75 6.750 2,894.07 1 GILLETTE WY 82718 2 01/30/02 00 500845 05 03/01/02 0 500845 O 02/01/32 0 7781116 E82/G01 F 205,400.00 ZZ 360 202,480.32 1 6.875 1,349.33 77 6.625 1,349.33 WOODBURY CT 06798 2 02/04/02 00 0400578217 05 04/01/02 0 3693357 O 03/01/32 0 7781180 E82/G01 F 326,000.00 ZZ 360 322,401.88 1 7.000 2,168.89 77 6.750 2,168.89 UPLAND CA 91786 2 02/05/02 00 0400579876 05 04/01/02 0 1987426 O 03/01/32 0 7783782 N47/G01 F 566,500.00 ZZ 360 560,095.74 1 6.875 3,721.50 62 6.625 3,721.50 CHULA VISTA CA 91910 2 02/12/02 00 0433718244 03 04/01/02 0 30112068 O 03/01/32 0 7785984 952/G01 F 582,000.00 ZZ 360 575,729.16 1 7.125 3,921.05 69 6.875 3,921.05 DEMAREST NJ 07627 2 02/01/02 00 0433661295 05 04/01/02 0 20014671 O 03/01/32 0 7787686 S43/G01 F 129,500.00 ZZ 360 128,036.05 1 6.875 850.72 70 6.625 850.72 RANCHOS DE TAOS NM 87558 1 02/20/02 00 0433710068 05 04/01/02 0 020094 O 03/01/32 0 1 7793744 A39/G01 F 475,000.00 ZZ 360 469,630.14 1 6.875 3,120.41 70 6.625 3,120.41 SIMI VALLEY CA 93065 1 02/19/02 00 0433702792 03 04/01/02 0 2200147 O 03/01/32 0 7796526 313/G01 F 650,000.00 ZZ 360 622,969.01 1 6.750 4,215.89 60 6.500 4,215.89 TOWSON MD 21204 1 01/01/02 00 0433662582 05 02/01/02 0 8495004 O 01/01/32 0 7796530 313/G01 F 368,000.00 ZZ 360 362,710.81 1 6.750 2,386.85 80 6.500 2,386.85 DALLAS TX 75208 1 11/19/01 00 0433678885 05 01/01/02 0 8444978 O 12/01/31 0 7796542 313/G01 F 355,000.00 ZZ 360 350,342.37 1 6.875 2,332.10 79 6.625 2,332.10 LEESBURG VA 20176 5 12/11/01 00 0433681525 03 02/01/02 0 8414872 O 01/01/32 0 7796544 313/G01 F 286,000.00 ZZ 360 269,029.45 1 6.875 1,878.82 55 6.625 1,878.82 LOS ANGELES CA 91304 5 11/21/01 00 0433679404 03 01/01/02 0 8439481 O 12/01/31 0 7796548 313/G01 F 457,000.00 ZZ 360 450,859.73 1 1 6.750 2,964.10 80 6.500 2,964.10 ROCKVILLE MD 20850 2 12/14/01 00 0433675337 03 02/01/02 0 8490278 O 01/01/32 0 7796560 313/G01 F 391,000.00 ZZ 360 384,647.53 1 6.750 2,536.02 80 6.500 2,536.02 AUDUBON PA 19403 2 11/29/01 00 0433667961 03 01/01/02 0 8470601 O 12/01/31 0 7796562 313/G01 F 385,000.00 ZZ 360 379,827.09 1 6.750 2,497.11 72 6.500 2,497.11 CHESTERFIELD VA 23838 5 12/12/01 00 0433668399 05 02/01/02 0 0008492928 O 01/01/32 0 7796574 313/G01 F 320,000.00 ZZ 360 315,365.97 1 6.750 2,075.52 76 6.500 2,075.52 ALPHARETTA GA 30005 5 11/30/01 00 0433674280 03 01/01/02 0 0008471674 O 12/01/31 0 7796576 313/G01 F 975,000.00 ZZ 360 962,807.97 1 6.750 6,323.84 65 6.500 6,323.84 HUNTINGTON BEAC CA 92649 1 01/11/02 00 0433675667 03 03/01/02 0 0008553109 O 02/01/32 0 7796588 313/G01 F 328,300.00 ZZ 360 324,472.27 1 7.500 2,295.53 76 7.250 2,295.53 WILTON CT 06897 2 12/03/01 00 0433676350 05 02/01/02 0 1 8481665 O 01/01/32 0 7796594 313/G01 F 349,000.00 ZZ 360 344,180.25 1 6.875 2,292.69 50 6.625 2,292.69 POTOMAC MD 20854 2 12/06/01 00 0433673399 03 02/01/02 0 8496382 O 01/01/32 0 7796614 313/G01 F 396,000.00 ZZ 360 390,442.00 1 6.875 2,601.44 75 6.625 2,601.44 LEXINGTON MA 02421 2 12/03/01 00 0433668886 05 01/01/02 0 0008482630 O 12/01/31 0 7796616 313/G01 F 450,000.00 ZZ 360 442,561.72 1 6.500 2,844.31 56 6.250 2,844.31 WELLESLEY HILLS MA 02481 5 11/26/01 00 0433676152 05 01/01/02 0 0008463580 O 12/01/31 0 7796620 313/G01 F 330,000.00 ZZ 360 323,364.20 1 7.125 2,223.28 64 6.875 2,223.28 AUSTIN TX 78746 2 12/12/01 00 0433670320 03 02/01/02 0 8506511 O 01/01/32 0 7796634 313/G01 F 345,750.00 ZZ 360 341,104.53 1 6.750 2,242.53 75 6.500 2,242.53 BOYDS MD 20841 5 12/06/01 00 0433668423 05 02/01/02 0 8443657 O 01/01/32 0 1 7796642 313/G01 F 399,000.00 ZZ 360 392,589.92 1 6.750 2,587.91 70 6.500 2,587.91 WOODLAND HILLS CA 91367 1 11/16/01 00 0433692811 05 01/01/02 0 8471302 O 12/01/31 0 7796644 313/G01 F 573,050.00 ZZ 360 564,591.33 1 6.875 3,764.54 80 6.625 3,764.54 SHREWSBURY MA 01545 1 01/09/02 00 0433664018 05 03/01/02 0 8311185 O 02/01/32 0 7796646 313/G01 F 311,450.00 ZZ 360 304,609.73 1 6.750 2,020.06 70 6.500 2,020.06 BRANFORD CT 06405 5 12/07/01 00 0433675402 05 02/01/02 0 0008435539 O 01/01/32 0 7796656 313/G01 F 420,000.00 ZZ 360 414,747.99 1 6.750 2,724.12 50 6.500 2,724.12 WILTON CT 06897 2 01/14/02 00 0433670692 05 03/01/02 0 0008524571 O 02/01/32 0 7796660 313/G01 F 560,000.00 ZZ 360 552,475.92 1 6.750 3,632.15 68 6.500 3,632.15 SAN MARTIN CA 95046 5 12/10/01 00 0433665452 05 02/01/02 0 8452674 O 01/01/32 0 7796670 313/G01 F 390,000.00 ZZ 360 384,750.93 1 6.750 2,529.54 60 6.500 2,529.54 1 GREAT BARRINGTO MA 01230 5 12/13/01 00 0433654522 05 02/01/02 0 0008448037 O 01/01/32 0 7796672 313/G01 F 335,000.00 ZZ 360 325,966.41 1 6.750 2,172.81 79 6.500 2,172.81 EDMONDS WA 98020 5 11/26/01 00 0433679131 05 01/01/02 0 0008462699 O 12/01/31 0 7796686 313/G01 F 445,000.00 ZZ 360 426,488.86 1 6.625 2,849.39 69 6.375 2,849.39 VIRGINIA BEACH VA 23454 2 12/07/01 00 0433653094 05 02/01/02 0 8471203 O 01/01/32 0 7796688 313/G01 F 336,000.00 ZZ 360 331,284.01 1 6.875 2,207.29 62 6.625 2,207.29 WOODBRIDGE VA 22192 5 11/28/01 00 0433662517 03 01/01/02 0 8471559 O 12/01/31 0 7803368 E22/G01 F 339,000.00 ZZ 360 332,069.23 1 7.250 2,312.58 72 7.000 2,312.58 HOLLISTER CA 95023 2 01/28/02 00 0413521840 05 03/01/02 0 0413521840 O 02/01/32 0 7803390 E22/G01 F 200,000.00 ZZ 360 197,615.87 1 7.000 1,330.60 73 6.750 1,330.60 CENTENNIAL CO 80015 5 01/24/02 00 0413541772 03 03/01/02 0 0413541772 O 02/01/32 0 1 7803430 E22/G01 F 480,000.00 ZZ 360 474,573.59 1 6.875 3,153.26 80 6.625 3,153.26 FRISCO TX 75034 1 02/08/02 00 0413573643 03 04/01/02 0 0413573643 O 03/01/32 0 7803472 E22/G01 F 117,600.00 ZZ 360 116,270.52 1 6.875 772.55 80 6.625 772.55 JACKSONVILLE FL 32244 1 02/08/02 00 0413609439 03 04/01/02 0 0413609439 O 03/01/32 0 7809558 964/G01 F 385,000.00 ZZ 360 374,918.76 1 7.000 2,561.41 60 6.750 2,561.41 FULLERTON CA 92831 2 02/27/02 00 0433758463 05 04/01/02 0 191384 O 03/01/32 0 7811134 E11/G01 F 357,700.00 ZZ 360 353,752.00 1 7.000 2,379.79 72 6.750 2,379.79 CHANHASSEN MN 55317 2 02/21/02 00 0433724036 05 04/01/02 0 0003001028074 O 03/01/32 0 7813702 964/G01 F 340,000.00 ZZ 360 334,966.71 1 6.875 2,233.56 76 6.625 2,233.56 SEAL BEACH CA 90740 1 02/19/02 00 0433727278 05 04/01/02 0 191304 O 03/01/32 0 7820922 950/G01 F 980,000.00 ZZ 360 969,183.64 1 1 7.000 6,519.97 70 6.750 6,519.97 REDMOND WA 98053 2 02/14/02 00 0433713401 05 04/01/02 0 E1202045 O 03/01/32 0 7826096 E22/G01 F 275,000.00 ZZ 360 271,739.18 1 6.625 1,760.86 58 6.375 1,760.86 SAN MARCOS CA 92069 5 02/01/02 00 0413344441 05 04/01/02 0 0413344441 O 03/01/32 0 7826160 E22/G01 F 180,000.00 ZZ 360 178,013.38 1 7.000 1,197.54 80 6.750 1,197.54 CORONA CA 92879 2 01/30/02 00 0413516584 05 04/01/02 0 0413516584 O 03/01/32 0 7826244 E22/G01 F 385,000.00 ZZ 360 380,647.51 1 6.875 2,529.18 65 6.625 2,529.18 LOS ANGELES CA 90068 2 01/31/02 00 0413567660 05 04/01/02 0 0413567660 O 03/01/32 0 7826260 E22/G01 F 356,000.00 ZZ 360 351,878.09 1 6.750 2,309.01 68 6.500 2,309.01 LAKE WORTH FL 33467 2 02/06/02 00 0413581646 03 04/01/02 0 0413581646 O 03/01/32 0 7826270 E22/G01 F 888,000.00 ZZ 360 877,718.39 1 6.750 5,759.55 30 6.500 5,759.55 MALIBU CA 90265 2 01/30/02 00 0413587395 05 04/01/02 0 1 0413587395 O 03/01/32 0 7831396 964/G01 F 345,000.00 ZZ 360 341,192.27 1 7.000 2,295.29 56 6.750 2,295.29 SAN RAFAEL CA 94903 2 02/22/02 00 0433745148 05 04/01/02 0 400188309 O 03/01/32 0 7831728 975/G01 F 388,000.00 ZZ 360 383,717.69 1 7.000 2,581.37 71 6.750 2,581.37 ARCADIA CA 91007 2 02/01/02 00 0433705480 05 04/01/02 0 2020315 O 03/01/32 0 7837338 E23/G01 F 230,000.00 ZZ 360 226,310.15 1 6.875 1,510.94 55 6.625 1,510.94 SAN FRANCISCO CA 94134 5 02/21/02 00 0433746393 07 04/01/02 0 61004501 O 03/01/32 0 7841948 S11/G01 F 301,600.00 ZZ 360 297,090.57 1 7.000 2,006.55 78 6.750 2,006.55 ORANGE CA 92866 2 10/25/01 00 0433733219 05 12/01/01 0 10205073 O 11/01/31 0 7844380 L96/G01 F 399,950.00 ZZ 360 395,640.71 1 7.125 2,694.54 75 6.875 2,694.54 TRACY CA 95391 1 02/12/02 00 0433721446 05 04/01/02 0 0538414 O 03/01/32 0 1 7846996 E22/G01 F 110,647.00 ZZ 360 109,487.22 1 7.750 792.69 74 7.500 792.69 SARASOTA FL 34231 2 02/07/02 00 0413017682 05 04/01/02 0 0413017682 O 03/01/32 0 7847078 E22/G01 F 360,000.00 ZZ 360 355,674.05 1 6.750 2,334.95 56 6.500 2,334.95 WEST BLOOMFIELD MI 48322 5 02/07/02 00 0413570755 05 04/01/02 0 0413570755 O 03/01/32 0 7847102 E22/G01 F 495,000.00 ZZ 360 489,268.71 1 6.750 3,210.56 16 6.500 3,210.56 WELLESLEY HILLS MA 02481 2 02/07/02 00 0413585753 05 04/01/02 0 0413585753 O 03/01/32 0 7847172 E22/G01 F 340,000.00 ZZ 360 336,063.38 1 6.750 2,205.23 50 6.500 2,205.23 SEBASTOPOL CA 95472 5 02/06/02 00 0413636226 05 04/01/02 0 0413636226 O 03/01/32 0 7847538 F44/G01 F 395,000.00 ZZ 360 389,817.59 1 6.875 2,594.87 78 6.625 2,594.87 ARLINGTON VA 22204 2 12/21/01 00 0433716172 05 02/01/02 0 ARLINGTON O 01/01/32 0 7848406 313/G01 F 383,000.00 ZZ 360 377,996.64 1 7.250 2,612.74 80 7.000 2,612.74 1 BURLINGTON MA 01803 2 12/03/01 00 0433675113 05 01/01/02 0 0008424707 O 12/01/31 0 7848418 313/G01 F 530,000.00 ZZ 360 520,822.60 1 6.875 3,481.73 56 6.625 3,481.73 MCLEAN VA 22101 2 11/29/01 00 0433673944 05 01/01/02 0 0008477671 O 12/01/31 0 7848422 313/G01 F 369,000.00 ZZ 360 363,696.52 1 6.750 2,393.33 61 6.500 2,393.33 CHICAGO IL 60630 2 11/28/01 00 0433675931 05 01/01/02 0 8394983 O 12/01/31 0 7848424 313/G01 F 686,250.00 ZZ 360 677,246.34 1 6.875 4,508.18 59 6.625 4,508.18 FLOWER MOUND TX 75022 2 12/07/01 00 0433679073 03 02/01/02 0 0008506628 O 01/01/32 0 7848426 313/G01 F 400,000.00 ZZ 360 394,625.55 1 6.750 2,594.40 59 6.500 2,594.40 STAMFORD CT 06903 2 12/12/01 00 0433676194 05 02/01/02 0 850744 O 01/01/32 0 7848428 313/G01 F 424,400.00 ZZ 360 418,443.40 1 6.875 2,788.01 59 6.625 2,788.01 THOUSAND OAKS CA 91362 5 11/21/01 00 0433674389 05 01/01/02 0 0008432544 O 12/01/31 0 1 7848440 313/G01 F 375,000.00 ZZ 360 367,603.30 1 6.625 2,401.17 47 6.375 2,401.17 FORT WASHINGTON PA 19034 2 12/04/01 00 0433675709 05 01/01/02 0 8477069 O 12/01/31 0 7848460 313/G01 F 350,000.00 ZZ 360 344,036.66 1 6.750 2,270.10 76 6.500 2,270.10 LAGUNA NIGUEL CA 92677 2 11/29/01 00 0433670965 03 01/01/02 0 8425134 O 12/01/31 0 7848504 N28/G01 F 332,250.00 ZZ 360 328,582.91 1 7.000 2,210.47 75 6.750 2,210.47 PORTLAND OR 97221 5 02/05/02 00 0433695541 05 04/01/02 0 26854 O 03/01/32 0 7848616 E82/G01 F 418,000.00 ZZ 360 413,386.57 1 7.000 2,780.96 35 6.750 2,780.96 LITTLE COMPTON RI 02837 2 02/08/02 00 0400578928 05 04/01/02 0 0400578928 O 03/01/32 0 7852252 196/196 F 600,000.00 ZZ 360 592,848.98 1 7.375 4,144.06 80 7.125 4,144.06 LIVERMORE CA 94550 1 12/28/01 00 1482952 05 02/01/02 0 1482952 O 01/01/32 0 7858266 E87/G01 F 388,000.00 ZZ 360 383,613.71 1 1 6.875 2,548.88 80 6.625 2,548.88 GOLETA CA 93117 1 02/19/02 00 0433733409 05 04/01/02 0 70004015 O 03/01/32 0 7866514 964/G01 F 344,000.00 ZZ 360 340,293.62 1 7.125 2,317.59 80 6.875 2,317.59 LOS ANGELES CA 90034 1 02/19/02 00 0433734407 05 04/01/02 0 186441 O 03/01/32 0 7873626 E22/G01 F 630,000.00 ZZ 360 623,046.61 1 7.000 4,191.41 66 6.750 4,191.41 BROOKLYN NY 11233 5 02/08/02 00 0412617409 05 04/01/02 0 0412617409 O 03/01/32 0 7873642 E22/G01 F 146,000.00 ZZ 360 144,259.57 1 7.000 971.34 88 6.750 971.34 CHICO CA 95926 2 01/28/02 04 0413367848 05 03/01/02 25 0413367848 O 02/01/32 0 7873742 E22/G01 F 775,000.00 ZZ 360 766,238.59 1 6.875 5,091.20 25 6.625 5,091.20 LOS ANGELES CA 90049 2 01/30/02 00 0413568429 03 04/01/02 0 0413568429 O 03/01/32 0 7873744 E22/G01 F 465,000.00 ZZ 360 458,065.17 1 6.750 3,015.98 60 6.500 3,015.98 SPOKANE WA 99223 2 02/06/02 00 0413570805 05 04/01/02 0 1 0413570805 O 03/01/32 0 7873746 E22/G01 F 152,000.00 ZZ 360 150,281.66 1 6.875 998.53 95 6.625 998.53 CORONA CA 92881 2 02/06/02 04 0413571001 05 04/01/02 30 0413571001 O 03/01/32 0 7873752 E22/G01 F 357,750.00 ZZ 360 353,112.44 1 6.625 2,290.71 58 6.375 2,290.71 GREENVILLE SC 29605 5 02/08/02 00 0413575333 03 04/01/02 0 0413575333 O 03/01/32 0 7873768 E22/G01 F 324,000.00 ZZ 360 320,337.18 1 6.875 2,128.45 54 6.625 2,128.45 STUDIO CITY CA 91604 2 02/05/02 00 0413583626 05 04/01/02 0 0413583626 O 03/01/32 0 7873770 E22/G01 F 384,000.00 ZZ 360 379,294.81 1 6.750 2,490.62 77 6.500 2,490.62 EVERETT WA 98203 2 02/08/02 00 0413584681 05 04/01/02 0 0413584681 O 03/01/32 0 7873772 E22/G01 F 375,000.00 ZZ 360 370,861.17 1 7.000 2,494.88 59 6.750 2,494.88 VERO BEACH FL 32963 5 02/08/02 00 0413584913 03 04/01/02 0 0413584913 O 03/01/32 0 1 7873806 E22/G01 F 325,500.00 ZZ 360 319,711.16 1 7.250 2,220.48 70 7.000 2,220.48 DALLAS TX 75208 5 02/08/02 00 0413606278 05 04/01/02 0 0413606278 O 03/01/32 0 7875016 F28/G01 F 358,600.00 ZZ 360 353,566.89 1 6.875 2,355.75 77 6.625 2,355.75 RURAL HALL NC 27045 2 11/28/01 00 0433695798 05 01/01/02 0 7806561 O 12/01/31 0 7875026 F28/G01 F 472,800.00 ZZ 360 465,334.92 1 6.250 2,911.11 80 6.000 2,911.11 LA QUINTA CA 92253 1 11/15/01 00 0433681608 03 01/01/02 0 7785433 O 12/01/31 0 7875036 F28/G01 F 340,000.00 ZZ 360 335,192.39 1 6.750 2,205.23 75 6.500 2,205.23 JUPITER FL 33458 5 12/07/01 00 0433683299 05 02/01/02 0 7798410 O 01/01/32 0 7875262 313/G01 F 453,850.00 ZZ 360 448,840.79 1 7.000 3,019.48 80 6.750 3,019.48 FLOWERY BRANCH GA 30542 1 02/25/02 00 0433755980 03 04/01/02 0 0008599078 O 03/01/32 0 7876042 E82/G01 F 301,500.00 ZZ 360 298,479.57 1 7.500 2,108.13 57 7.250 2,108.13 1 FRISCO TX 75034 2 02/11/02 00 0400576989 05 04/01/02 0 3944017 O 03/01/32 0 7876048 E82/G01 F 163,400.00 ZZ 360 161,243.24 1 6.875 1,073.42 78 6.625 1,073.42 LAKEWOOD CA 90712 2 02/07/02 00 0400580874 05 04/01/02 0 7105562 O 03/01/32 0 7876050 E82/G01 F 332,000.00 ZZ 360 318,149.53 1 7.000 2,208.80 63 6.750 2,208.80 LEWISVILLE NC 27023 2 02/08/02 00 0400580577 03 04/01/02 0 1986146 O 03/01/32 0 7876058 E82/G01 F 391,200.00 ZZ 360 386,851.63 1 7.125 2,635.59 80 6.875 2,635.59 MONTEREY CA 93940 2 02/06/02 00 0400566527 05 04/01/02 0 0400566527 O 03/01/32 0 7883798 H12/G01 F 647,500.00 ZZ 360 640,690.19 1 7.250 4,417.09 70 7.000 4,417.09 SHAWNEE KS 66218 1 02/07/02 00 0433706413 03 04/01/02 0 0800015528755 O 03/01/32 0 7885378 696/G01 F 600,000.00 ZZ 360 592,687.02 1 6.625 3,841.87 75 6.375 3,841.87 LEESBURG VA 20175 1 02/13/02 00 0433688686 05 04/01/02 0 24402010 O 03/01/32 0 1 7890460 E22/G01 F 316,200.00 ZZ 360 312,188.81 1 6.875 2,077.21 79 6.625 2,077.21 COSTA MESA CA 92627 2 02/05/02 00 0413254715 05 04/01/02 0 0413254715 O 03/01/32 0 7890480 E22/G01 F 260,000.00 ZZ 360 257,130.33 1 7.000 1,729.79 60 6.750 1,729.79 MILPITAS CA 95035 5 02/04/02 00 0413457847 05 04/01/02 0 0413457847 O 03/01/32 0 7890542 E22/G01 F 640,000.00 ZZ 360 632,764.86 1 6.875 4,204.34 64 6.625 4,204.34 SHERMAN OAKS CA 91403 2 02/01/02 00 0413564410 05 04/01/02 0 0413564410 O 03/01/32 0 7890544 E22/G01 F 320,000.00 ZZ 360 316,382.42 1 6.875 2,102.17 80 6.625 2,102.17 ELLICOTT CITY MD 21043 2 02/08/02 00 0413564766 03 04/01/02 0 0413564766 O 03/01/32 0 7890568 E22/G01 F 325,000.00 ZZ 360 320,725.28 1 7.000 2,162.23 78 6.750 2,162.23 FRESNO CA 93711 2 02/06/02 00 0413584525 05 04/01/02 0 0413584525 O 03/01/32 0 7890602 E22/G01 F 552,000.00 ZZ 360 545,759.58 1 1 6.875 3,626.25 80 6.625 3,626.25 BRADBURY CA 91010 1 02/07/02 00 0413601667 03 04/01/02 0 0413601667 O 03/01/32 0 7890612 E22/G01 F 392,050.00 ZZ 360 387,825.92 1 7.125 2,641.31 70 6.875 2,641.31 MOUNTAIN VIEW CA 94043 5 02/01/02 00 0413611005 05 04/01/02 0 0413611005 O 03/01/32 0 7890614 E22/G01 F 620,000.00 ZZ 360 613,156.97 1 7.000 4,124.88 12 6.750 4,124.88 MONTE SERENO CA 95030 2 02/04/02 00 0413611708 05 04/01/02 0 0413611708 O 03/01/32 0 7890634 E22/G01 F 128,800.00 ZZ 360 127,308.76 1 6.750 835.39 80 6.500 835.39 KAUFMAN TX 75142 5 02/08/02 00 0413630591 05 04/01/02 0 0413630591 O 03/01/32 0 7890646 E22/G01 F 345,000.00 ZZ 360 341,076.92 1 6.875 2,266.40 75 6.625 2,266.40 CHEYENNE WY 82009 1 02/14/02 00 0413637091 05 04/01/02 0 0413637091 O 03/01/32 0 7890658 E22/G01 F 341,600.00 ZZ 360 336,644.91 1 6.875 2,244.07 70 6.625 2,244.07 ORANGE CA 92867 5 02/08/02 00 0413655119 05 04/01/02 0 1 0413655119 O 03/01/32 0 7891716 E82/G01 F 473,500.00 ZZ 360 468,520.20 1 7.250 3,230.10 70 7.000 3,230.10 VIENNA VA 22182 2 02/08/02 00 0400580783 03 04/01/02 0 2642467 O 03/01/32 0 7898556 964/G01 F 313,000.00 ZZ 360 309,545.35 1 7.000 2,082.40 74 6.750 2,082.40 SAN JOSE CA 95122 2 02/19/02 00 0433743747 05 04/01/02 0 400188056 O 03/01/32 0 7898966 225/G01 F 307,500.00 ZZ 360 301,432.71 1 6.250 1,893.33 75 6.000 1,893.33 VERONA NJ 07044 5 12/20/01 00 0433724465 03 02/01/02 0 006207276 O 01/01/32 0 7898972 225/G01 F 650,000.00 ZZ 360 642,253.19 1 7.375 4,489.39 76 7.125 4,489.39 BONITA SPRING FL 34134 1 12/10/01 00 0433724556 05 02/01/02 0 006510820 O 01/01/32 0 7898990 225/G01 F 376,700.00 ZZ 360 371,662.73 1 7.125 2,537.90 68 6.875 2,537.90 BERNARDS TOWN NJ 07920 2 12/19/01 00 0433693413 05 02/01/02 0 006561361 O 01/01/32 0 1 7898994 225/G01 F 374,925.00 ZZ 360 367,079.66 1 6.250 2,308.48 75 6.000 2,308.48 LEBANON TWP NJ 08826 1 12/20/01 00 0433724804 05 02/01/02 0 006561681 O 01/01/32 0 7899000 225/G01 F 520,000.00 ZZ 360 512,095.83 1 6.875 3,416.03 55 6.625 3,416.03 STAMFORD CT 06902 2 12/21/01 00 0433724820 05 02/01/02 0 006562752 O 01/01/32 0 7899002 225/G01 F 430,000.00 ZZ 360 424,358.45 1 6.875 2,824.79 70 6.625 2,824.79 LARCHMONT NY 10538 2 12/21/01 00 0433724903 05 02/01/02 0 006562764 O 01/01/32 0 7899008 225/G01 F 400,100.00 ZZ 360 394,850.75 1 6.875 2,628.37 67 6.625 2,628.37 FAIRFIELD CT 06430 1 12/28/01 00 0433724952 03 02/01/02 0 006564412 O 01/01/32 0 7899012 225/G01 F 424,000.00 ZZ 360 414,092.32 1 6.250 2,610.64 66 6.000 2,610.64 PURCELLVILLE VA 20132 1 12/14/01 00 0433695368 05 02/01/02 0 006564681 O 01/01/32 0 7899030 225/G01 F 321,300.00 ZZ 360 316,367.64 1 7.000 2,137.62 90 6.750 2,137.62 1 CUSHING MN 56443 1 12/04/01 10 0433725173 05 02/01/02 25 007301678 O 01/01/32 0 7899054 225/G01 F 350,000.00 T 360 344,832.67 1 6.250 2,155.02 54 6.000 2,155.02 TAVERNIER FL 33070 2 12/14/01 00 0433725132 05 02/01/02 0 007321670 O 01/01/32 0 7899058 225/G01 F 421,600.00 ZZ 360 414,469.10 1 6.875 2,769.62 80 6.625 2,769.62 LINCOLNWOOD IL 60712 2 12/19/01 00 0433724861 05 02/01/02 0 007322306 O 01/01/32 0 7899074 225/G01 F 373,000.00 ZZ 360 367,868.23 1 6.625 2,388.36 63 6.375 2,388.36 CUYAHOGA FALL OH 44223 2 12/13/01 00 0433692233 05 02/01/02 0 007325481 O 01/01/32 0 7899076 225/G01 F 408,000.00 ZZ 360 402,115.92 1 6.375 2,545.39 71 6.125 2,545.39 EVERGREEN CO 80439 5 12/21/01 00 0433725116 05 02/01/02 0 007326112 O 01/01/32 0 7899078 225/G01 F 353,600.00 ZZ 360 348,848.98 1 6.750 2,293.45 80 6.500 2,293.45 VIENNA VA 22182 2 12/20/01 00 0433725041 03 02/01/02 0 007326485 O 01/01/32 0 1 7899080 225/G01 F 543,000.00 ZZ 360 535,704.31 1 6.750 3,521.89 62 6.500 3,521.89 REDDING CT 06896 2 12/17/01 00 0433700994 03 02/01/02 0 007327508 O 01/01/32 0 7899082 225/G01 F 510,000.00 T 360 503,147.59 1 6.750 3,307.86 65 6.500 3,307.86 BIGFORK MT 59911 2 12/14/01 00 0433725033 05 02/01/02 0 007327781 O 01/01/32 0 7899086 225/G01 F 395,000.00 ZZ 360 389,817.59 1 6.875 2,594.87 53 6.625 2,594.87 SHARON MA 02067 2 12/18/01 00 0433725017 05 02/01/02 0 007328169 O 01/01/32 0 7899088 225/G01 F 379,000.00 ZZ 360 373,489.66 1 6.625 2,426.78 57 6.375 2,426.78 MARTINEZ GA 30907 2 12/19/01 00 0433695467 05 02/01/02 0 007328190 O 01/01/32 0 7899156 225/G01 F 430,000.00 ZZ 360 424,077.58 1 6.750 2,788.97 63 6.500 2,788.97 CARMEL VALLEY CA 93924 2 12/14/01 00 0433695731 05 02/01/02 0 008469180 O 01/01/32 0 7899162 225/G01 F 567,400.00 ZZ 360 560,637.69 1 1 7.375 3,918.89 77 7.125 3,918.89 LOS GATOS CA 95033 2 12/17/01 00 0433724960 05 02/01/02 0 008471685 O 01/01/32 0 7899170 225/G01 F 639,920.00 ZZ 360 630,424.74 1 6.250 3,940.10 80 6.000 3,940.10 STAMFORD CT 06902 1 12/26/01 00 0433700770 01 02/01/02 0 006562616 O 01/01/32 0 7899174 225/G01 F 400,000.00 ZZ 360 393,566.48 1 7.500 2,796.86 43 7.250 2,796.86 VERO BEACH FL 32967 1 12/21/01 00 0433725181 01 02/01/02 0 008468688 O 01/01/32 0 7899178 225/G01 F 500,000.00 ZZ 360 493,440.09 1 6.875 3,284.64 80 6.625 3,284.64 FAIRFAX VA 22030 2 12/21/01 00 0433724937 03 02/01/02 0 006562739 O 01/01/32 0 7899188 225/G01 F 575,500.00 ZZ 360 567,393.01 1 6.500 3,637.56 68 6.250 3,637.56 LEESBURG VA 20175 2 12/28/01 00 0433692035 03 02/01/02 0 007325473 O 01/01/32 0 7899196 225/G01 F 643,000.00 ZZ 360 634,563.73 1 6.875 4,224.06 58 6.625 4,224.06 LITTLETON CO 80126 2 12/11/01 00 0433725009 03 02/01/02 0 1 007328262 O 01/01/32 0 7899198 225/G01 F 480,000.00 ZZ 360 471,938.05 1 6.875 3,153.26 80 6.625 3,153.26 EVERGREEN CO 80439 2 12/13/01 00 0433724994 03 02/01/02 0 007328318 O 01/01/32 0 7899202 225/G01 F 392,000.00 ZZ 360 386,733.06 1 6.750 2,542.51 80 6.500 2,542.51 LAKEWOOD CO 80228 2 12/20/01 00 0433725090 03 02/01/02 0 007328737 O 01/01/32 0 7899210 225/G01 F 421,500.00 ZZ 360 402,799.63 1 6.375 2,629.61 63 6.125 2,629.61 ALBUQUERQUE NM 87111 5 12/05/01 00 0433725074 03 02/01/02 0 008469577 O 01/01/32 0 7899212 225/G01 F 510,500.00 ZZ 360 503,641.04 1 6.750 3,311.09 80 6.500 3,311.09 BASKING RIDGE NJ 07920 2 12/20/01 00 0433695632 03 02/01/02 0 008470873 O 01/01/32 0 7899214 225/G01 F 345,000.00 ZZ 360 340,268.40 1 6.750 2,237.66 76 6.500 2,237.66 CHARLOTTE NC 28226 2 12/18/01 00 0433724978 03 02/01/02 0 008471406 O 01/01/32 0 1 7901480 E82/G01 F 173,100.00 ZZ 360 170,607.54 1 6.000 1,037.82 67 5.750 1,037.82 GOLD RIVER CA 95670 2 01/17/02 00 0400552055 03 03/01/02 0 0400552055 O 02/01/32 0 7908766 964/G01 F 368,000.00 ZZ 360 364,035.07 1 7.125 2,479.28 80 6.875 2,479.28 GLENDALE CA 91208 1 02/22/02 00 0433734571 05 04/01/02 0 188491 O 03/01/32 0 7910270 E22/G01 F 924,000.00 ZZ 360 914,743.29 1 7.500 6,460.74 70 7.250 6,460.74 HOUSTON TX 77024 2 02/11/02 00 0413118449 05 04/01/02 0 0413118449 O 03/01/32 0 7911180 E82/G01 F 329,000.00 ZZ 360 325,368.75 1 7.000 2,188.85 60 6.750 2,188.85 SANTA ROSA CA 95404 2 02/12/02 00 0400581716 05 04/01/02 0 3825540 O 03/01/32 0 7911188 E82/G01 F 265,900.00 ZZ 360 262,857.05 1 6.875 1,746.77 63 6.625 1,746.77 LAKE GROVE NY 11755 2 02/12/02 00 0400531182 05 04/01/02 0 0400531182 O 03/01/32 0 7911204 E82/G01 F 218,000.00 ZZ 360 214,798.78 1 6.875 1,432.10 74 6.625 1,432.10 1 SANTA BARBARA CA 93101 2 02/12/02 00 0400549614 01 04/01/02 0 1519892 O 03/01/32 0 7911212 E82/G01 F 396,700.00 ZZ 360 392,187.40 1 7.000 2,639.25 77 6.750 2,639.25 CAMPBELL CA 95008 2 02/08/02 00 0400579991 05 04/01/02 0 4014555 O 03/01/32 0 7912274 M27/G01 F 498,500.00 ZZ 360 492,998.09 1 7.000 3,316.53 56 6.750 3,316.53 RICHMOND VA 23226 5 02/21/02 00 0433769460 05 04/01/02 0 600736382 O 03/01/32 0 7922074 964/G01 F 324,000.00 ZZ 360 320,137.55 1 7.000 2,155.58 76 6.750 2,155.58 WESTLAKE VILLAG CA 91362 2 01/26/02 00 0433711918 01 03/01/02 0 163308 O 02/01/32 0 7930104 964/G01 F 329,000.00 ZZ 360 325,280.61 1 6.875 2,161.30 28 6.625 2,161.30 ORANGE CA 92867 2 02/21/02 00 0433729548 03 04/01/02 0 185697 O 03/01/32 0 7932808 E82/G01 F 606,000.00 ZZ 360 599,470.75 1 7.125 4,082.73 64 6.875 4,082.73 KIHEI HI 96753 2 02/14/02 00 0400581989 03 04/01/02 0 1619442 O 03/01/32 0 1 7932810 E82/G01 F 905,000.00 ZZ 360 895,481.94 1 7.250 6,173.70 54 7.000 6,173.70 LOS ANGELES CA 90018 2 02/07/02 00 0400583787 05 04/01/02 0 1764320 O 03/01/32 0 7934556 111/111 F 362,500.00 ZZ 360 355,208.88 1 7.000 2,411.72 64 6.750 2,411.72 MILPITAS CA 95035 5 04/25/01 00 923818 05 06/01/01 0 923818 O 05/01/31 0 7934560 111/111 F 570,000.00 ZZ 360 556,674.13 1 7.000 3,792.22 75 6.750 3,792.22 SAN CLEMENTE CA 92672 1 06/12/01 00 946094 03 08/01/01 0 946094 O 07/01/31 0 7934564 111/111 F 461,000.00 T 360 454,281.57 1 6.750 2,990.04 55 6.500 2,990.04 MORRO BAY CA 93442 2 10/31/01 00 961785 05 01/01/02 0 961785 O 12/01/31 0 7934578 111/111 F 325,000.00 ZZ 360 320,139.34 1 6.875 2,135.02 45 6.625 2,135.02 GREENBRAE CA 94904 5 10/16/01 00 972396 05 12/01/01 0 972396 O 11/01/31 0 7934580 111/111 F 650,000.00 ZZ 360 640,306.64 1 1 6.625 4,162.02 80 6.375 4,162.02 BEND OR 97701 2 11/28/01 00 980690 03 01/01/02 0 980690 O 12/01/31 0 7934582 111/111 F 350,000.00 ZZ 360 344,969.72 1 6.750 2,270.09 51 6.500 2,270.09 FOSTER CITY CA 94404 5 11/07/01 00 983533 05 01/01/02 0 983533 O 12/01/31 0 7934584 111/111 F 500,000.00 ZZ 360 492,466.50 1 6.500 3,160.34 59 6.250 3,160.34 SHERMAN OAKS CA 91423 5 11/19/01 00 987430 05 01/01/02 0 987430 O 12/01/31 0 7934596 111/111 F 490,000.00 ZZ 360 480,442.87 1 6.500 3,097.13 75 6.250 3,097.13 SAN CLEMENTE CA 92673 1 01/20/02 00 1008645 03 03/01/02 0 1008645 O 02/01/32 0 7945828 E85/G01 F 389,000.00 ZZ 360 378,608.83 1 6.750 2,523.05 44 6.500 2,523.05 NOVATO CA 94947 2 01/25/02 00 0433716784 05 03/01/02 0 9611584 O 02/01/32 0 7953772 975/G01 F 332,500.00 ZZ 360 328,830.19 1 7.000 2,212.13 70 6.750 2,212.13 BURBANK CA 91501 5 02/20/02 00 0433736980 05 04/01/02 0 1 2016195 O 03/01/32 0 7957798 E22/G01 F 335,000.00 ZZ 360 331,121.27 1 6.750 2,172.80 41 6.500 2,172.80 LOS GATOS CA 95032 2 02/05/02 00 0413420191 05 04/01/02 0 0413420191 O 03/01/32 0 7957812 E22/G01 F 190,000.00 ZZ 360 187,852.13 1 6.875 1,248.16 46 6.625 1,248.16 MISSION VIEJO CA 92692 2 02/07/02 00 0413477050 03 04/01/02 0 0413477050 O 03/01/32 0 7957836 E22/G01 F 485,000.00 ZZ 360 478,414.30 1 7.125 3,267.53 65 6.875 3,267.53 GILROY CA 95020 5 02/06/02 00 0413514332 05 04/01/02 0 0413514332 O 03/01/32 0 7957930 E22/G01 F 400,000.00 ZZ 360 395,257.14 1 6.625 2,561.24 62 6.375 2,561.24 PROSPECT KY 40059 1 02/15/02 00 0413597642 05 04/01/02 0 0413597642 O 03/01/32 0 7957974 E22/G01 F 313,000.00 ZZ 360 305,912.49 1 7.000 2,082.40 69 6.750 2,082.40 DALY CITY CA 94015 2 02/05/02 00 0413618802 05 04/01/02 0 0413618802 O 03/01/32 0 1 7958000 E22/G01 F 332,000.00 ZZ 360 328,335.76 1 7.000 2,208.80 80 6.750 2,208.80 SANTA CLARITA CA 91351 2 02/08/02 00 0413630476 03 04/01/02 0 0413630476 O 03/01/32 0 7958040 E22/G01 F 195,000.00 ZZ 360 192,795.55 1 6.875 1,281.01 30 6.625 1,281.01 HOUSTON TX 77024 5 02/13/02 00 0413644121 05 04/01/02 0 0413644121 O 03/01/32 0 7958046 E22/G01 F 330,500.00 ZZ 360 326,750.55 1 7.000 2,198.82 49 6.750 2,198.82 JUPITER FL 33469 5 02/12/02 00 0413646316 05 04/01/02 0 0413646316 O 03/01/32 0 7959980 E82/G01 F 292,500.00 ZZ 360 289,197.34 1 7.125 1,970.63 64 6.875 1,970.63 PASADENA CA 91105 2 02/13/02 00 0400584439 05 04/01/02 0 1744327 O 03/01/32 0 7959992 E82/G01 F 391,200.00 ZZ 360 386,126.20 1 7.000 2,602.66 80 6.750 2,602.66 COTATI CA 95431 2 02/08/02 00 0400576377 05 04/01/02 0 3379515 O 03/01/32 0 7959994 E82/G01 F 276,000.00 ZZ 360 273,087.28 1 7.375 1,906.26 74 7.125 1,906.26 1 EAST PATCHOGUE NY 11772 2 02/12/02 00 0400561486 05 04/01/02 0 1982191 O 03/01/32 0 7960004 E82/G01 F 347,800.00 ZZ 360 343,868.10 1 6.875 2,284.80 78 6.625 2,284.80 DALY CITY CA 94015 2 02/13/02 00 0400579819 05 04/01/02 0 7960004 O 03/01/32 0 7962360 286/286 F 65,000.00 ZZ 360 60,322.81 1 6.875 427.00 41 6.625 427.00 BATTLE GROUND WA 98604 5 11/05/01 00 9926899 05 01/01/02 0 9926899 O 12/01/31 0 7962646 286/286 F 555,000.00 ZZ 360 542,799.31 1 6.625 3,553.73 68 6.375 3,553.73 ATLANTA GA 30306 2 11/12/01 00 0627971 05 01/01/02 0 627971 O 12/01/31 0 7965230 B57/G01 F 775,000.00 ZZ 360 766,446.35 1 7.000 5,156.09 60 6.750 5,156.09 (STUDIO CITY AR CA 91604 5 02/25/02 00 0433744372 05 04/01/02 0 10000202 O 03/01/32 0 7966278 286/286 F 156,000.00 ZZ 360 153,861.93 1 7.000 1,037.88 75 6.750 1,037.88 PORTLAND OR 97202 2 11/12/01 00 0662000 05 01/01/02 0 662000 O 12/01/31 0 1 7966338 E84/G01 F 375,000.00 ZZ 360 370,309.94 1 7.125 2,526.44 39 6.875 2,526.44 SAN CARLOS CA 94070 5 12/10/01 00 0433716859 05 02/01/02 0 37013821 O 01/01/32 0 7967120 964/G01 F 418,000.00 ZZ 360 413,496.33 1 7.125 2,816.14 74 6.875 2,816.14 LONG BEACH CA 90815 1 02/01/02 00 0433692688 05 04/01/02 0 185120 O 03/01/32 0 7967526 952/G01 F 692,000.00 ZZ 360 684,305.28 1 7.125 4,662.14 58 6.875 4,662.14 RIDGEWOOD NJ 07450 5 02/13/02 00 0433716123 05 04/01/02 0 20014562 O 03/01/32 0 7969796 E84/G01 F 430,000.00 ZZ 360 424,995.62 1 7.125 2,896.99 52 6.875 2,896.99 OAKLAND CA 94611 2 01/04/02 00 0433712452 05 03/01/02 0 37013847 O 02/01/32 0 7970588 B57/G01 F 745,500.00 ZZ 360 737,072.18 1 6.875 4,897.40 70 6.625 4,897.40 LOS ANGELES CA 91436 1 02/22/02 00 0433716255 05 04/01/02 0 10001160 O 03/01/32 0 7970664 E60/G01 F 408,000.00 ZZ 360 403,496.80 1 1 7.000 2,714.44 51 6.750 2,714.44 OJAI AREA CA 93023 2 02/25/02 00 0433773348 05 04/01/02 0 521857 O 03/01/32 0 7980462 E22/G01 F 779,000.00 ZZ 360 769,980.43 1 6.750 5,052.58 65 6.500 5,052.58 DEL MAR CA 92014 5 02/12/02 00 0413394750 05 04/01/02 0 0413394750 O 03/01/32 0 7980464 E22/G01 F 397,500.00 ZZ 360 393,006.29 1 6.875 2,611.29 75 6.625 2,611.29 DUBLIN CA 94568 5 02/08/02 00 0413407941 05 04/01/02 0 0413407941 O 03/01/32 0 7980534 E22/G01 F 500,000.00 ZZ 360 494,612.83 1 7.125 3,368.59 74 6.875 3,368.59 COSTA MESA CA 92626 2 02/11/02 00 0413590928 05 04/01/02 0 0413590928 O 03/01/32 0 7980546 E22/G01 F 399,000.00 ZZ 360 394,489.25 1 6.875 2,621.15 70 6.625 2,621.15 SAN FRANCISCO CA 94122 5 02/11/02 00 0413613902 05 04/01/02 0 0413613902 O 03/01/32 0 7981118 E82/G01 F 287,100.00 ZZ 360 283,931.32 1 7.000 1,910.08 70 6.750 1,910.08 FREMONT CA 94536 2 02/14/02 00 0400586806 05 04/01/02 0 1 1803788 O 03/01/32 0 7981120 E82/G01 F 311,500.00 ZZ 360 308,143.79 1 7.125 2,098.63 67 6.875 2,098.63 DALY CITY CA 94015 2 02/18/02 00 0400584413 05 04/01/02 0 0400584413 O 03/01/32 0 7985488 E87/G01 F 530,000.00 ZZ 360 521,908.83 1 6.875 3,481.72 43 6.625 3,481.72 SANTA BARBARA CA 93110 2 02/25/02 00 0433736360 05 04/01/02 0 70004028 O 03/01/32 0 7990242 E84/G01 F 469,000.00 ZZ 360 463,671.77 1 7.250 3,199.41 59 7.000 3,199.41 NAPLES FL 34110 2 01/17/02 00 0433710449 03 03/01/02 0 73410682 O 02/01/32 0 7996030 696/G01 F 868,075.00 ZZ 360 859,378.47 1 7.500 6,069.71 65 7.250 6,069.71 ROUND HILL VA 20141 2 02/15/02 00 0433714599 05 04/01/02 0 10002008 O 03/01/32 0 7998760 B57/G01 F 350,000.00 ZZ 360 346,043.26 1 6.875 2,299.25 77 6.625 2,299.25 SHERMAN OAKS AR CA 91423 1 02/25/02 00 0433738697 05 04/01/02 0 10000552 O 03/01/32 0 1 8000914 964/G01 F 337,500.00 ZZ 360 333,863.65 1 7.125 2,273.80 75 6.875 2,273.80 OAKLAND CA 94611 5 02/26/02 00 0433757259 05 04/01/02 0 189789 O 03/01/32 0 8002316 E22/G01 F 320,000.00 ZZ 360 316,382.42 1 6.875 2,102.17 54 6.625 2,102.17 SAN MATEO CA 94403 2 02/08/02 00 0413384942 05 04/01/02 0 0413384942 O 03/01/32 0 8002418 E22/G01 F 637,000.00 ZZ 360 630,300.61 1 7.250 4,345.46 70 7.000 4,345.46 HOUSTON TX 77024 5 02/15/02 00 0413607896 05 04/01/02 0 0413607896 O 03/01/32 0 8002442 E22/G01 F 353,200.00 ZZ 360 349,092.16 1 7.125 2,379.57 53 6.875 2,379.57 VALLEY CENTER CA 92082 5 02/08/02 00 0413617572 03 04/01/02 0 0413617572 O 03/01/32 0 8002480 E22/G01 F 345,000.00 ZZ 360 341,192.27 1 7.000 2,295.29 60 6.750 2,295.29 NORTHBROOK IL 60062 2 02/15/02 00 0413648817 05 04/01/02 0 0413648817 O 03/01/32 0 8002508 E22/G01 F 480,000.00 ZZ 360 472,978.83 1 6.875 3,153.26 80 6.625 3,153.26 1 LIVERMORE CA 94550 1 02/11/02 00 0413671769 05 04/01/02 0 0413671769 O 03/01/32 0 8003068 E82/G01 F 397,300.00 ZZ 360 392,808.50 1 6.875 2,609.98 51 6.625 2,609.98 GLENVIEW IL 60025 2 02/15/02 00 0400549077 05 04/01/02 0 2960904 O 03/01/32 0 8003076 E82/G01 F 350,000.00 ZZ 360 345,947.61 1 6.750 2,270.09 54 6.500 2,270.09 MCLEAN VA 22102 2 02/19/02 00 0400530663 05 04/01/02 0 0400530663 O 03/01/32 0 8003084 E82/G01 F 358,400.00 ZZ 360 354,348.31 1 6.875 2,354.43 80 6.625 2,354.43 SANTA CLARITA CA 91321 2 02/20/02 00 0400580981 05 04/01/02 0 2965045 O 03/01/32 0 8003584 M45/G01 F 330,000.00 ZZ 360 326,066.01 1 7.000 2,195.50 74 6.750 2,195.50 REDDING CA 96002 1 01/29/02 00 0433712106 05 03/01/02 0 A0313911 O 02/01/32 0 8003602 M45/G01 F 404,000.00 ZZ 360 399,458.88 1 7.000 2,687.83 37 6.750 2,687.83 NEWTON CENTRE MA 02459 5 02/02/02 00 0433703832 05 04/01/02 0 A0309570 O 03/01/32 0 1 8003604 M45/G01 F 490,000.00 ZZ 360 484,419.97 1 7.375 3,384.31 73 7.125 3,384.31 LOS ANGELES CA 90046 5 01/30/02 00 0433700515 05 03/01/02 0 A0325600 O 02/01/32 0 8003610 M45/G01 F 650,000.00 ZZ 360 641,530.82 1 6.125 3,949.47 24 5.875 3,949.47 LAGUNA BEACH CA 92651 2 02/08/02 00 0433706272 03 04/01/02 0 A0327488 O 03/01/32 0 8003614 M45/G01 F 313,000.00 ZZ 360 308,698.38 1 6.250 1,927.20 47 6.000 1,927.20 SAN JOSE CA 95129 2 01/31/02 00 0433705308 05 03/01/02 0 A0327330 O 02/01/32 0 8003624 M45/G01 F 400,000.00 ZZ 360 395,368.54 1 6.750 2,594.40 71 6.500 2,594.40 ALBERTSON NY 11507 1 02/11/02 00 0433719069 05 04/01/02 0 A0309916 O 03/01/32 0 8003626 M45/G01 F 480,000.00 ZZ 360 474,702.12 1 7.000 3,193.46 44 6.750 3,193.46 OAKLAND CA 94705 2 01/31/02 00 0433706686 05 04/01/02 0 A0301898 O 03/01/32 0 8003628 M45/G01 F 442,000.00 ZZ 360 436,759.00 1 1 6.625 2,830.18 50 6.375 2,830.18 SAN MATEO CA 94403 2 01/31/02 00 0433707015 05 04/01/02 0 A0327713 O 03/01/32 0 8003634 M45/G01 F 421,700.00 ZZ 360 416,901.00 1 6.875 2,770.27 57 6.625 2,770.27 DUBLIN CA 94568 5 02/08/02 00 0433709656 03 04/01/02 0 A0320892 O 03/01/32 0 8003636 M45/G01 F 525,000.00 ZZ 360 518,597.24 1 6.625 3,361.64 67 6.375 3,361.64 LAFAYETTE CA 94549 5 02/11/02 00 0433707304 05 04/01/02 0 A0326375 O 03/01/32 0 8003644 M45/G01 F 470,000.00 ZZ 360 462,477.32 1 7.125 3,166.48 43 6.875 3,166.48 MOUNTAIN VIEW CA 94040 5 01/30/02 00 0433703576 05 03/01/02 0 A0312985 O 02/01/32 0 8003646 M45/G01 F 573,000.00 ZZ 360 566,522.11 1 6.875 3,764.21 53 6.625 3,764.21 MOUNTAIN VIEW CA 94040 2 02/12/02 00 0433706371 05 04/01/02 0 A0297548 O 03/01/32 0 8003650 M45/G01 F 470,000.00 ZZ 360 464,686.59 1 6.875 3,087.57 73 6.625 3,087.57 SAN FRANCISCO CA 94127 5 02/05/02 00 0433709680 05 04/01/02 0 1 A0326828 O 03/01/32 0 8003652 M45/G01 F 377,000.00 ZZ 360 372,172.37 1 6.625 2,413.98 79 6.375 2,413.98 RENO NV 89503 2 01/24/02 00 0433703261 03 03/01/02 0 A0327049 O 02/01/32 0 8008588 E84/G01 F 426,000.00 ZZ 360 421,042.17 1 7.125 2,870.04 68 6.875 2,870.04 LOS ALAMITOS CA 90720 5 01/11/02 00 0433708773 05 03/01/02 0 75513730 O 02/01/32 0 8009232 H58/G01 F 398,500.00 ZZ 360 393,862.18 1 7.125 2,684.77 65 6.875 2,684.77 SAN JOSE CA 95126 2 01/29/02 00 0433726718 05 03/01/02 0 0000087723 O 02/01/32 0 8016288 116/116 F 429,450.00 ZZ 360 424,594.93 1 6.875 2,821.19 68 6.625 2,821.19 MONTGOMERY TX 77356 2 02/28/02 00 091021418 03 04/01/02 0 091021418 O 03/01/32 0 8020540 E44/G01 F 636,000.00 ZZ 360 629,147.45 1 7.125 4,284.85 80 6.875 4,284.85 BOUNTIFUL UT 84010 4 02/27/02 00 0433728417 05 04/01/02 0 52000182 O 03/01/32 0 1 8022776 B57/G01 F 625,000.00 ZZ 360 611,882.62 1 6.625 4,001.94 70 6.375 4,001.94 LOS ANGELES CA 90056 5 02/26/02 00 0433763901 05 04/01/02 0 2119824 O 03/01/32 0 8024796 964/G01 F 148,000.00 ZZ 360 146,326.78 1 6.875 972.26 62 6.625 972.26 PORTLAND OR 97219 1 02/28/02 00 0433750429 05 04/01/02 0 192254 O 03/01/32 0 8025824 E22/G01 F 399,950.00 ZZ 360 394,394.58 1 7.000 2,660.88 63 6.750 2,660.88 PACIFIC GROVE CA 93950 2 02/14/02 00 0413616012 05 04/01/02 0 0413616012 O 03/01/32 0 8026402 E82/G01 F 207,000.00 ZZ 360 204,769.66 1 7.125 1,394.60 71 6.875 1,394.60 HICKSVILLE NY 11801 2 02/20/02 00 0400579371 05 04/01/02 0 1991505 O 03/01/32 0 8026566 E82/G01 F 400,000.00 ZZ 360 395,585.19 1 7.000 2,661.21 73 6.750 2,661.21 SAN JOSE CA 95136 5 02/21/02 00 0400588513 05 04/01/02 0 0400588513 O 03/01/32 0 8026572 E82/G01 F 120,000.00 ZZ 360 117,580.75 1 6.750 778.32 44 6.500 778.32 1 ENGLEWOOD CO 80112 5 02/21/02 00 0400586590 05 04/01/02 0 0400586590 O 03/01/32 0 8030252 405/405 F 400,000.00 ZZ 300 390,994.78 1 7.000 2,827.12 63 6.500 2,827.12 EDGEWATER MD 21037 2 11/02/01 00 0012586418 05 12/01/01 0 12586418 O 11/01/26 0 8030262 405/405 F 354,400.00 ZZ 360 349,524.04 1 6.625 2,269.27 80 6.375 2,269.27 VIRGINIA BEACH VA 23456 1 12/21/01 00 0012664140 05 02/01/02 0 12664140 O 01/01/32 0 8030266 405/405 F 363,000.00 ZZ 360 356,354.86 1 6.625 2,324.33 49 6.375 2,324.33 DENVER CO 80206 2 01/09/02 00 0012675856 05 03/01/02 0 12675856 O 02/01/32 0 8030278 405/405 F 448,000.00 ZZ 360 440,286.33 1 7.000 2,980.56 80 6.500 2,980.56 CARLSBAD CA 92009 1 12/20/01 00 0012772190 05 02/01/02 0 12772190 O 01/01/32 0 8030280 405/405 F 353,980.00 ZZ 360 346,770.87 1 6.750 2,295.91 77 6.500 2,295.91 VIRGINIA BEACH VA 23451 2 12/17/01 00 0012779757 05 02/01/02 0 12779757 O 01/01/32 0 1 8030284 405/405 F 401,000.00 ZZ 360 275,502.98 1 6.750 2,600.88 47 6.500 2,600.88 LOS ANGELES CA 91604 2 12/20/01 00 0012784419 05 02/01/02 0 12784419 O 01/01/32 0 8030286 405/405 F 413,000.00 ZZ 360 407,957.28 1 6.875 2,713.12 62 6.500 2,713.12 LOS ANGELES CA 90045 2 01/10/02 00 0012792412 05 03/01/02 0 12792412 O 02/01/32 0 8030290 405/405 F 360,000.00 ZZ 360 353,540.34 1 6.875 2,364.94 53 6.500 2,364.94 LOS ANGELES CA 91367 5 12/29/01 00 0012794921 03 03/01/02 0 12794921 O 02/01/32 0 8030300 405/405 F 650,000.00 ZZ 360 642,251.22 1 7.000 4,324.47 75 6.500 4,324.47 REDONDO BEACH CA 90277 2 01/30/02 00 0018023242 05 03/01/02 0 18023242 O 02/01/32 0 8030304 405/405 F 424,000.00 ZZ 360 419,320.20 1 7.000 2,820.89 80 6.500 2,820.89 LOS ANGELES CA 91367 2 02/01/02 00 0018065490 05 04/01/02 0 18065490 O 03/01/32 0 8030306 405/405 F 650,000.00 ZZ 360 642,063.54 1 1 6.875 4,270.04 34 6.500 4,270.04 LOS ALTOS HILLS CA 94022 2 01/25/02 00 0018082107 05 03/01/02 0 18082107 O 02/01/32 0 8030314 405/405 F 440,500.00 ZZ 360 432,585.27 1 6.625 2,820.57 49 6.375 2,820.57 PIEDMONT CA 94611 5 01/23/02 00 0018096339 05 03/01/02 0 18096339 O 02/01/32 0 8030318 405/405 F 395,000.00 ZZ 360 390,534.50 1 6.875 2,594.87 51 6.500 2,594.87 RANCHO CUCAMONG CA 91737 2 02/01/02 00 0018110395 05 04/01/02 0 18110395 O 03/01/32 0 8030322 405/405 F 326,000.00 ZZ 360 321,825.45 1 6.625 2,087.42 46 6.375 2,087.42 MOUNT KISCO NY 10549 5 01/28/02 00 0018115402 05 03/01/02 0 18115402 O 02/01/32 0 8030326 405/405 F 364,000.00 ZZ 360 359,448.31 1 6.750 2,360.90 59 6.500 2,360.90 TAMPA FL 33609 2 01/31/02 00 0018116038 05 03/01/02 0 18116038 O 02/01/32 0 8030330 405/405 F 700,000.00 ZZ 360 684,721.96 1 7.125 4,716.03 64 6.625 4,716.03 TIBURON CA 94920 5 01/23/02 00 0018122861 05 03/01/02 0 1 18122861 O 02/01/32 0 8030334 405/405 F 405,000.00 ZZ 360 400,171.88 1 7.000 2,694.48 78 6.500 2,694.48 THOUSAND OAKS CA 91360 2 01/25/02 00 0018125997 05 03/01/02 0 18125997 O 02/01/32 0 8030336 405/405 F 313,000.00 ZZ 360 308,585.34 1 6.875 2,056.19 64 6.500 2,056.19 GOLETA CA 93117 2 01/29/02 00 0018133827 05 03/01/02 0 18133827 O 02/01/32 0 8030338 405/405 F 545,000.00 ZZ 360 538,838.80 1 6.875 3,580.26 65 6.500 3,580.26 BURLINGAME CA 94010 5 02/01/02 00 0018140327 05 04/01/02 0 18140327 O 03/01/32 0 8030342 405/405 F 564,000.00 ZZ 360 557,276.42 1 7.000 3,752.31 80 6.500 3,752.31 SAN MATEO CA 94404 2 01/17/02 00 0018142679 03 03/01/02 0 18142679 O 02/01/32 0 8030352 405/405 F 413,000.00 ZZ 360 405,258.98 1 7.000 2,747.70 75 6.500 2,747.70 ESCONDIDO CA 92029 5 02/02/02 00 0018209924 05 04/01/02 0 18209924 O 03/01/32 0 1 8041400 405/405 F 510,000.00 ZZ 360 503,772.91 1 6.875 3,350.34 69 6.500 3,350.34 MURRIETA AREA CA 92562 5 01/15/02 00 0012794178 05 03/01/02 0 0012794178 O 02/01/32 0 8041402 405/405 F 529,050.00 ZZ 360 522,434.48 1 6.750 3,431.41 71 6.500 3,431.41 ARLINGTON TX 76016 2 01/04/02 00 0012803888 05 03/01/02 0 0012803888 O 02/01/32 0 8041404 405/405 F 375,000.00 ZZ 360 370,421.34 1 6.875 2,463.48 75 6.500 2,463.48 SANTA PAULA CA 93060 5 01/17/02 00 0012836334 05 03/01/02 0 0012836334 O 02/01/32 0 8041410 405/405 F 505,000.00 ZZ 360 495,607.48 1 7.125 3,402.28 68 6.625 3,402.28 OJAI AREA CA 93023 5 01/11/02 00 0012953717 05 03/01/02 0 0012953717 O 02/01/32 0 8041412 405/405 F 487,000.00 ZZ 360 481,053.82 1 6.875 3,199.24 63 6.500 3,199.24 DUBLIN CA 94568 2 01/24/02 00 0012959342 03 03/01/02 0 0012959342 O 02/01/32 0 8041418 405/405 F 500,000.00 ZZ 360 493,747.75 1 6.750 3,242.99 51 6.500 3,242.99 1 PORTLAND OR 97225 1 01/23/02 00 0012963229 05 03/01/02 0 0012963229 O 02/01/32 0 8041426 405/405 F 407,000.00 ZZ 360 402,230.38 1 6.875 2,673.70 54 6.500 2,673.70 POTOMAC MD 20854 2 02/08/02 00 0017782756 05 04/01/02 0 0017782756 O 03/01/32 0 8041438 405/405 F 412,500.00 ZZ 360 407,947.12 1 7.000 2,744.38 54 6.500 2,744.38 LIVERMORE CA 94550 2 02/01/02 00 0018122820 05 04/01/02 0 0018122820 O 03/01/32 0 8041454 405/405 F 333,000.00 ZZ 360 329,235.35 1 6.875 2,187.58 36 6.500 2,187.58 SAN JOSE CA 95120 2 02/01/02 00 0018172460 05 04/01/02 0 0018172460 O 03/01/32 0 8041468 405/405 F 340,000.00 ZZ 360 334,738.60 1 7.000 2,262.03 83 6.500 2,262.03 TULSA OK 74137 2 02/11/02 01 0018225755 05 04/01/02 12 0018225755 O 03/01/32 0 8041478 405/405 F 360,000.00 ZZ 360 355,226.47 1 6.500 2,275.45 80 6.250 2,275.45 BELTSVILLE MD 20705 2 02/15/02 00 0018228999 03 04/01/02 0 0018228999 O 03/01/32 0 1 8041480 405/405 F 410,500.00 ZZ 360 405,969.24 1 7.000 2,731.07 73 6.500 2,731.07 ANNAPOLIS MD 21401 2 02/14/02 00 0018229203 05 04/01/02 0 0018229203 O 03/01/32 0 8042674 405/405 F 337,000.00 ZZ 360 331,955.89 1 6.750 2,185.78 47 6.500 2,185.78 FOUNTAIN HILLS AZ 85264 5 11/21/01 00 0012694519 05 01/01/02 0 12694519 O 12/01/31 0 8042678 405/405 F 570,000.00 ZZ 360 557,692.80 1 6.625 3,649.77 62 6.375 3,649.77 DENVER CO 80218 5 12/10/01 00 0012722575 05 02/01/02 0 12722575 O 01/01/32 0 8043212 405/405 F 372,000.00 ZZ 360 367,001.94 1 6.750 2,412.78 79 6.500 2,412.78 LAKE OSWEGO OR 97035 2 12/18/01 00 0012835286 05 02/01/02 0 12835286 O 01/01/32 0 8047730 E22/G01 F 185,000.00 ZZ 360 182,958.14 1 7.000 1,230.81 64 6.750 1,230.81 LIVERMORE CA 94550 2 02/18/02 00 0413556200 05 04/01/02 0 0413556200 O 03/01/32 0 8047740 E22/G01 F 367,500.00 ZZ 360 362,839.19 1 1 6.625 2,353.14 68 6.375 2,353.14 WASHINGTON DC 20015 2 02/19/02 00 0413564337 05 04/01/02 0 0413564337 O 03/01/32 0 8047742 E22/G01 F 230,000.00 ZZ 360 227,336.92 1 6.750 1,491.78 77 6.500 1,491.78 WIMBERLEY TX 78676 5 02/20/02 00 0413564675 05 04/01/02 0 0413564675 O 03/01/32 0 8047774 E22/G01 F 315,000.00 ZZ 360 311,478.63 1 7.000 2,095.70 79 6.750 2,095.70 ALAMEDA CA 94501 2 01/30/02 00 0413601121 05 04/01/02 0 0413601121 O 03/01/32 0 8049136 E82/G01 F 153,000.00 ZZ 360 151,381.93 1 7.250 1,043.73 85 7.000 1,043.73 NEWARK TX 76071 2 02/22/02 04 0400559928 03 04/01/02 12 0400559928 O 03/01/32 0 8049150 E82/G01 F 296,000.00 ZZ 360 292,886.95 1 7.250 2,019.24 70 7.000 2,019.24 DALLAS TX 75248 2 02/22/02 00 0400584785 05 04/01/02 0 3458349 O 03/01/32 0 8049160 E82/G01 F 328,000.00 ZZ 360 324,291.91 1 6.875 2,154.73 80 6.625 2,154.73 LONGMONT CO 80503 5 02/22/02 00 0400589842 05 04/01/02 0 1 0400589842 O 03/01/32 0 8049172 E82/G01 F 371,200.00 ZZ 360 365,347.30 1 7.250 2,532.24 80 7.000 2,532.24 SUISUN CA 94585 2 02/07/02 00 0400577680 05 04/01/02 0 0400577680 O 03/01/32 0 8050192 E33/G01 F 700,000.00 ZZ 360 691,895.07 1 6.750 4,540.19 70 6.500 4,540.19 LAKE BLUFF IL 60044 2 02/20/02 00 0433720760 05 04/01/02 0 WYNN O 03/01/32 0 8052618 L20/G01 F 460,000.00 ZZ 360 454,798.36 1 6.875 3,021.87 80 6.625 3,021.87 SALT LAKE CITY UT 84103 1 03/01/02 00 0433750759 05 04/01/02 0 283248 O 03/01/32 0 8070462 E22/G01 F 366,000.00 ZZ 360 361,862.37 1 6.875 2,404.36 37 6.625 2,404.36 DANA POINT CA 92629 2 02/01/02 00 0413562695 03 04/01/02 0 0413562695 O 03/01/32 0 8070468 E22/G01 F 229,000.00 ZZ 360 223,905.81 1 7.000 1,523.54 63 6.750 1,523.54 KUNA ID 83634 2 02/15/02 00 0413565474 05 04/01/02 0 0413565474 O 03/01/32 0 1 8073634 998/998 F 375,000.00 ZZ 360 370,079.90 1 6.875 2,463.49 40 6.625 2,463.49 OCONOMOWOC WI 53066 2 12/29/01 00 12165637 05 02/01/02 0 2165637 O 01/01/32 0 8073640 998/998 F 322,500.00 ZZ 360 312,529.14 1 6.750 2,091.73 75 6.500 2,091.73 HARRINGTON PARK NJ 07640 5 01/25/02 00 12228812 05 03/01/02 0 2228812 O 02/01/32 0 8073642 998/998 F 400,000.00 ZZ 360 395,455.62 1 7.250 2,728.71 49 7.000 2,728.71 FORT SALONGA NY 11768 1 01/25/02 00 12709330 05 03/01/02 0 2709330 O 02/01/32 0 8073650 998/998 F 450,000.00 ZZ 360 444,304.78 1 7.500 3,146.47 83 7.250 3,146.47 KIRTLAND OH 44094 2 01/08/02 12 13101615 05 03/01/02 12 3101615 O 02/01/32 0 8073652 998/998 F 336,000.00 ZZ 360 331,591.71 1 6.875 2,207.28 66 6.625 2,207.28 HUNTINGTON NY 11743 5 12/21/01 00 13107050 05 02/01/02 0 3107050 O 01/01/32 0 8085742 964/G01 F 421,500.00 ZZ 360 417,067.08 1 7.250 2,875.37 80 7.000 2,875.37 1 GREELEY CO 80634 2 02/08/02 00 0433717311 05 04/01/02 0 185442 O 03/01/32 0 8091106 E22/G01 F 551,500.00 ZZ 360 542,988.25 1 6.875 3,622.96 52 6.625 3,622.96 SAN JOSE CA 95125 2 02/20/02 00 0413667577 05 04/01/02 0 0413667577 O 03/01/32 0 8093822 405/405 F 412,000.00 ZZ 360 404,980.24 1 7.125 2,775.72 80 6.625 2,775.72 CASTLE ROCK CO 80104 1 02/15/02 00 0012950127 03 04/01/02 0 0012950127 O 03/01/32 0 8093828 405/405 F 349,500.00 ZZ 360 345,548.84 1 6.875 2,295.97 82 6.500 2,295.97 MT PLEASANT SC 29466 1 02/07/02 14 0012964904 03 04/01/02 12 0012964904 O 03/01/32 0 8093844 405/405 F 650,000.00 ZZ 360 642,825.87 1 7.000 4,324.47 78 6.500 4,324.47 ENGLEWOOD CO 80111 1 02/15/02 00 0012981932 03 04/01/02 0 0012981932 O 03/01/32 0 8093854 405/405 F 424,000.00 ZZ 360 419,090.71 1 6.750 2,750.06 80 6.500 2,750.06 PALM BEACH GARD FL 33418 2 02/15/02 00 0018004556 03 04/01/02 0 0018004556 O 03/01/32 0 1 8093872 405/405 F 365,000.00 ZZ 360 361,161.16 1 7.250 2,489.95 73 6.750 2,489.95 REDWOOD CITY CA 94063 2 02/14/02 00 0018139790 05 04/01/02 0 0018139790 O 03/01/32 0 8093882 405/405 F 548,000.00 ZZ 360 541,739.86 1 6.875 3,599.97 68 6.500 3,599.97 DELRAY BEACH FL 33483 5 02/25/02 00 0018204982 05 04/01/02 0 0018204982 O 03/01/32 0 8093892 405/405 F 480,000.00 ZZ 360 468,516.05 1 6.875 3,153.26 80 6.500 3,153.26 BOCA RATON FL 33496 1 02/28/02 00 0018228320 03 04/01/02 0 0018228320 O 03/01/32 0 8093906 405/405 F 432,400.00 ZZ 360 427,511.71 1 6.875 2,840.56 72 6.500 2,840.56 BELLAIRE TX 77401 1 02/28/02 00 0018241646 05 04/01/02 0 0018241646 O 03/01/32 0 8111934 E82/G01 F 568,000.00 ZZ 360 562,026.28 1 7.250 3,874.76 67 7.000 3,874.76 PRINCETON MA 01541 2 02/27/02 00 0400579777 05 04/01/02 0 3109395 O 03/01/32 0 8121366 R65/G01 F 354,000.00 ZZ 360 349,802.53 1 1 6.625 2,266.70 64 6.375 2,266.70 VENTURA CA 93003 1 02/08/02 00 0433737707 05 04/01/02 0 111706EE O 03/01/32 0 8125256 W53/G01 F 400,000.00 ZZ 360 394,622.55 1 6.500 2,528.28 34 6.250 2,528.28 PARK CITY UT 84098 5 01/29/02 00 0433764198 05 03/01/02 0 1301000421 O 02/01/32 0 8138822 E22/G01 F 335,200.00 ZZ 360 331,584.44 1 7.125 2,258.30 80 6.875 2,258.30 ISSAQUAH WA 98027 1 02/19/02 00 0413550674 05 04/01/02 0 0413550674 O 03/01/32 0 8143982 E82/G01 F 339,500.00 ZZ 360 335,752.95 1 7.000 2,258.70 79 6.750 2,258.70 HILLSDALE NJ 07642 2 02/28/02 00 0400592663 05 04/01/02 0 3693050 O 03/01/32 0 8171422 E82/G01 F 205,200.00 ZZ 360 202,083.09 1 7.000 1,365.20 67 6.750 1,365.20 MARLBORO NJ 07746 2 03/01/02 00 0400589818 05 04/01/02 0 1611596 O 03/01/32 0 8171478 E82/G01 F 436,500.00 ZZ 360 431,446.03 1 6.750 2,831.13 62 6.500 2,831.13 MC LEAN VA 22101 5 03/01/02 00 0400553517 05 04/01/02 0 1 0400553517 O 03/01/32 0 8173930 461/G01 F 341,960.00 ZZ 360 338,328.65 1 7.375 2,361.84 90 7.125 2,361.84 LA QUINTA CA 92253 1 02/01/02 11 0433773975 03 04/01/02 25 9031165541 O 03/01/32 0 8174242 461/G01 F 385,000.00 ZZ 360 381,047.97 1 7.375 2,659.10 72 7.125 2,659.10 FREMONT CA 94539 5 01/31/02 00 0433733367 05 04/01/02 0 9031222318 O 03/01/32 0 8174340 461/G01 F 331,500.00 ZZ 360 327,819.15 1 7.125 2,233.38 85 6.875 2,233.38 ESCONDIDO CA 92027 2 02/14/02 11 0433772928 03 04/01/02 12 9031236144 O 03/01/32 0 8174412 461/G01 F 368,000.00 ZZ 360 364,180.62 1 7.500 2,573.11 60 7.250 2,573.11 TUSTIN CA 92782 1 02/05/02 00 0433735172 05 04/01/02 0 9031221633 O 03/01/32 0 8174512 461/G01 F 333,500.00 ZZ 360 329,906.60 1 7.125 2,246.86 83 6.875 2,246.86 GLENDORA CA 91740 2 02/15/02 10 0433773116 05 04/01/02 12 9031261597 O 03/01/32 0 1 8177404 952/G01 F 580,000.00 ZZ 360 573,750.81 1 7.125 3,907.57 79 6.875 3,907.57 UPPER SADDLE RI NJ 07458 1 02/27/02 00 0433754975 05 04/01/02 0 20025473 O 03/01/32 0 8236660 E22/G01 F 399,900.00 ZZ 360 394,959.14 1 6.875 2,627.06 52 6.625 2,627.06 SAN RAFAEL CA 94901 5 02/27/02 00 0413674680 03 04/01/02 0 0413674680 O 03/01/32 0 8236930 E82/G01 F 550,000.00 ZZ 360 542,379.90 1 6.750 3,567.29 67 6.500 3,567.29 HEWLETT NY 11557 2 02/28/02 00 0400546636 05 04/01/02 0 0400546636 O 03/01/32 0 8246846 M45/G01 F 335,000.00 ZZ 360 330,780.05 1 6.500 2,117.43 88 6.250 2,117.43 FREMONT CA 94538 1 02/21/02 04 0433773454 05 04/01/02 25 A0330103 O 03/01/32 0 8246876 M45/G01 F 410,000.00 ZZ 360 405,252.74 1 6.750 2,659.26 72 6.500 2,659.26 NESHANIC STATIO NJ 08853 5 02/21/02 00 0433773587 05 04/01/02 0 A0328788 O 03/01/32 0 8246884 M45/G01 F 400,000.00 ZZ 360 394,908.86 3 6.250 2,462.87 80 6.000 2,462.87 1 MOORESTOWN NJ 08057 1 02/28/02 00 0433773637 05 04/01/02 0 A0320463 O 03/01/32 0 8260716 405/405 F 398,000.00 ZZ 360 392,627.35 1 6.875 2,614.58 62 6.500 2,614.58 COOKSVILLE MD 21723 1 12/12/01 00 0012369872 03 02/01/02 0 0012369872 O 01/01/32 0 8260722 405/405 F 448,600.00 ZZ 360 440,822.58 1 7.250 3,060.24 64 6.750 3,060.24 LAFAYETTE CO 80026 2 02/13/02 00 0012964318 05 04/01/02 0 0012964318 O 03/01/32 0 8260736 405/405 F 600,000.00 ZZ 360 593,352.87 1 7.000 3,991.82 80 6.500 3,991.82 ROANOKE VA 24014 1 02/19/02 00 0012987228 05 04/01/02 0 0012987228 O 03/01/32 0 TOTAL NUMBER OF LOANS : 666 TOTAL ORIGINAL BALANCE : 276,673,437.00 TOTAL PRINCIPAL BALANCE : 272,114,376.47 TOTAL ORIGINAL P+I : 1,833,767.65 TOTAL CURRENT P+I : 1,833,767.64 *************************** * END OF REPORT * ***************************
EXHIBIT TWO SCHEDULE OF DISCOUNT FRACTIONS (Available Upon Request) Schedule of Discount Fractions Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance 6004270 $346,195.16 6.420% 1.2308% $4,260.86 6237194 $580,503.53 6.420% 1.2308% $7,144.66 6278460 $435,770.95 6.295% 3.1538% $13,743.55 6290932 $369,651.00 6.420% 1.2308% $4,549.55 6319808 $482,326.04 6.420% 1.2308% $5,936.32 6361830 $393,837.42 6.420% 1.2308% $4,847.23 6427866 $371,563.00 6.045% 7.0000% $26,009.41 6436742 $348,419.27 6.420% 1.2308% $4,288.24 6468264 $384,197.55 6.420% 1.2308% $4,728.59 6481950 $144,887.25 6.420% 1.2308% $1,783.23 6500830 $423,568.88 6.420% 1.2308% $5,213.16 6561334 $314,995.93 6.170% 5.0769% $15,992.10 6640516 $337,815.69 6.420% 1.2308% $4,157.73 6661150 $448,180.22 6.420% 1.2308% $5,516.06 6666526 $301,471.26 6.420% 1.2308% $3,710.42 6707164 $413,470.77 6.420% 1.2308% $5,088.87 6732558 $634,645.66 6.420% 1.2308% $7,811.02 6732668 $391,392.80 6.420% 1.2308% $4,817.14 6743668 $473,600.06 6.420% 1.2308% $5,828.92 6759406 $285,117.04 6.420% 1.2308% $3,509.13 6762590 $458,415.40 6.420% 1.2308% $5,642.04 6770100 $597,809.73 6.295% 3.1538% $18,854.00 6816190 $391,646.62 6.420% 1.2308% $4,820.27 6826308 $633,726.63 6.045% 7.0000% $44,360.86 6828138 $368,063.31 6.420% 1.2308% $4,530.01 6836882 $328,101.41 6.295% 3.1538% $10,347.81 6872702 $394,046.26 6.270% 3.5385% $13,943.18 6947134 $335,431.88 6.420% 1.2308% $4,128.39 6947248 $615,616.07 6.420% 1.2308% $7,576.81 6990480 $437,245.18 6.420% 1.2308% $5,381.48 7000296 $393,639.06 6.420% 1.2308% $4,844.79 7035710 $473,656.35 6.045% 7.0000% $33,155.94 7113096 $369,391.45 6.295% 3.1538% $11,650.04 7113394 $318,987.05 6.295% 3.1538% $10,060.36 7139306 $788,993.54 6.295% 3.1538% $24,883.64 7139548 $363,055.63 6.420% 1.2308% $4,468.38 7171550 $447,890.18 6.170% 5.0769% $22,739.04 7171582 $442,122.28 6.170% 5.0769% $22,446.21 7171634 $299,346.50 6.170% 5.0769% $15,197.59 7180134 $377,307.05 5.920% 8.9231% $33,667.40 7251950 $357,325.12 6.420% 1.2308% $4,397.85 7267104 $281,046.13 6.045% 7.0000% $19,673.23 7272296 $552,829.20 6.295% 3.1538% $17,435.38 7477572 $337,329.03 6.420% 1.2308% $4,151.74 7486174 $986,864.03 6.295% 3.1538% $31,124.17 7559030 $542,432.94 6.295% 3.1538% $17,107.50 7559034 $305,834.95 6.420% 1.2308% $3,764.12 7559046 $438,731.50 6.170% 5.0769% $22,274.06 7559048 $402,628.93 6.420% 1.2308% $4,955.43 7559064 $566,306.78 6.295% 3.1538% $17,860.44 7559078 $638,726.80 6.170% 5.0769% $32,427.67 7559110 $352,417.20 6.295% 3.1538% $11,114.70 7559126 $325,347.23 6.045% 7.0000% $22,774.31 Wednesday, April 30, 2003 Page 1 of 5 7559128 $352,956.87 6.170% 5.0769% $17,919.35 7560710 $436,482.41 6.420% 1.2308% $5,372.09 7560712 $642,063.50 6.420% 1.2308% $7,902.32 7560714 $525,204.59 6.420% 1.2308% $6,464.06 7560720 $339,705.03 6.420% 1.2308% $4,180.99 7560724 $588,722.83 6.420% 1.2308% $7,245.82 7560726 $499,967.93 6.420% 1.2308% $6,153.45 7560728 $403,364.80 6.420% 1.2308% $4,964.49 7560734 $555,285.14 6.420% 1.2308% $6,834.28 7560740 $340,787.50 6.420% 1.2308% $4,194.31 7560742 $543,284.51 6.420% 1.2308% $6,686.58 7560744 $591,499.14 6.420% 1.2308% $7,279.99 7560752 $285,909.00 6.420% 1.2308% $3,518.88 7560970 $624,502.98 6.420% 1.2308% $7,686.19 7560972 $486,556.28 6.170% 5.0769% $24,702.09 7560980 $410,161.23 6.170% 5.0769% $20,823.57 7560990 $790,984.27 6.170% 5.0769% $40,157.66 7560992 $406,594.53 6.170% 5.0769% $20,642.49 7560996 $311,635.68 6.170% 5.0769% $15,821.50 7561010 $486,745.33 6.170% 5.0769% $24,711.69 7561012 $410,670.87 6.170% 5.0769% $20,849.44 7561018 $499,129.56 6.170% 5.0769% $25,340.42 7561022 $394,875.87 6.170% 5.0769% $20,047.54 7561030 $319,849.01 6.170% 5.0769% $16,238.49 7561032 $367,199.07 6.170% 5.0769% $18,642.41 7583840 $484,759.37 6.295% 3.1538% $15,288.56 7583890 $508,306.50 6.420% 1.2308% $6,256.08 7583896 $442,352.20 6.295% 3.1538% $13,951.11 7583900 $591,745.10 6.295% 3.1538% $18,662.73 7583916 $339,378.03 6.420% 1.2308% $4,176.96 7583918 $416,330.15 6.420% 1.2308% $5,124.06 7583942 $358,209.30 6.170% 5.0769% $18,186.01 7583954 $322,378.03 6.420% 1.2308% $3,967.73 7583956 $415,865.44 6.295% 3.1538% $13,115.76 7583958 $409,424.18 6.420% 1.2308% $5,039.07 7583970 $343,328.36 6.045% 7.0000% $24,032.99 7593774 $498,382.68 6.420% 1.2308% $6,133.94 7661620 $355,831.81 6.420% 1.2308% $4,379.47 7680362 $312,108.12 6.170% 5.0769% $15,845.49 7733644 $590,581.97 6.420% 1.2308% $7,268.70 7739580 $531,770.79 6.420% 1.2308% $6,544.87 7741770 $783,597.09 6.295% 3.1538% $24,713.45 7750326 $379,333.70 6.295% 3.1538% $11,963.60 7750328 $527,614.55 6.420% 1.2308% $6,493.72 7750332 $461,561.17 6.295% 3.1538% $14,556.93 7750346 $315,700.42 6.420% 1.2308% $3,885.54 7750360 $516,959.52 6.420% 1.2308% $6,362.58 7759322 $353,041.09 6.420% 1.2308% $4,345.12 7759324 $417,906.08 6.420% 1.2308% $5,143.46 7796526 $622,969.01 6.420% 1.2308% $7,667.31 7796530 $362,710.81 6.420% 1.2308% $4,464.13 7796548 $450,859.73 6.420% 1.2308% $5,549.04 7796560 $384,647.53 6.420% 1.2308% $4,734.12 7796562 $379,827.09 6.420% 1.2308% $4,674.80 7796574 $315,365.97 6.420% 1.2308% $3,881.43 7796576 $962,807.97 6.420% 1.2308% $11,849.94 7796616 $442,561.72 6.170% 5.0769% $22,468.52 Wednesday, April 30, 2003 Page 2 of 5 7796634 $341,104.53 6.420% 1.2308% $4,198.21 7796642 $392,589.92 6.420% 1.2308% $4,831.88 7796646 $304,609.73 6.420% 1.2308% $3,749.04 7796656 $414,747.99 6.420% 1.2308% $5,104.59 7796660 $552,475.92 6.420% 1.2308% $6,799.70 7796670 $384,750.93 6.420% 1.2308% $4,735.40 7796672 $325,966.41 6.420% 1.2308% $4,011.89 7796686 $426,488.86 6.295% 3.1538% $13,450.80 7826096 $271,739.18 6.295% 3.1538% $8,570.24 7826260 $351,878.09 6.420% 1.2308% $4,330.81 7826270 $877,718.39 6.420% 1.2308% $10,802.69 7847078 $355,674.05 6.420% 1.2308% $4,377.53 7847102 $489,268.71 6.420% 1.2308% $6,021.77 7847172 $336,063.38 6.420% 1.2308% $4,136.16 7848422 $363,696.52 6.420% 1.2308% $4,476.26 7848426 $394,625.55 6.420% 1.2308% $4,856.93 7848440 $367,603.30 6.295% 3.1538% $11,593.64 7848460 $344,036.66 6.420% 1.2308% $4,234.30 7873744 $458,065.17 6.420% 1.2308% $5,637.73 7873752 $353,112.44 6.295% 3.1538% $11,136.62 7873770 $379,294.81 6.420% 1.2308% $4,668.24 7875026 $465,334.92 5.920% 8.9231% $41,522.19 7875036 $335,192.39 6.420% 1.2308% $4,125.44 7885378 $592,687.02 6.295% 3.1538% $18,692.44 7890634 $127,308.76 6.420% 1.2308% $1,566.88 7898966 $301,432.71 5.920% 8.9231% $26,897.07 7898994 $367,079.66 5.920% 8.9231% $32,754.80 7899012 $414,092.32 5.920% 8.9231% $36,949.78 7899054 $344,832.67 5.920% 8.9231% $30,769.68 7899074 $367,868.23 6.295% 3.1538% $11,602.00 7899076 $402,115.92 6.045% 7.0000% $28,148.11 7899078 $348,848.98 6.420% 1.2308% $4,293.53 7899080 $535,704.31 6.420% 1.2308% $6,593.28 7899082 $503,147.59 6.420% 1.2308% $6,192.59 7899088 $373,489.66 6.295% 3.1538% $11,779.29 7899156 $424,077.58 6.420% 1.2308% $5,219.42 7899170 $630,424.74 5.920% 8.9231% $56,253.28 7899188 $567,393.01 6.170% 5.0769% $28,806.11 7899202 $386,733.06 6.420% 1.2308% $4,759.79 7899210 $402,799.63 6.045% 7.0000% $28,195.97 7899212 $503,641.04 6.420% 1.2308% $6,198.66 7899214 $340,268.40 6.420% 1.2308% $4,187.92 7901480 $170,607.54 5.670% 12.7692% $21,785.27 7934564 $454,281.57 6.420% 1.2308% $5,591.16 7934580 $640,306.64 6.295% 3.1538% $20,194.29 7934582 $344,969.72 6.420% 1.2308% $4,245.78 7934584 $492,466.50 6.170% 5.0769% $25,002.15 7934596 $480,442.87 6.170% 5.0769% $24,391.71 7945828 $378,608.83 6.420% 1.2308% $4,659.80 7957798 $331,121.27 6.420% 1.2308% $4,075.34 7957930 $395,257.14 6.295% 3.1538% $12,465.80 7962646 $542,799.31 6.295% 3.1538% $17,119.06 7980462 $769,980.43 6.420% 1.2308% $9,476.68 8003076 $345,947.61 6.420% 1.2308% $4,257.82 8003610 $641,530.82 5.795% 10.8462% $69,581.42 8003614 $308,698.38 5.920% 8.9231% $27,545.39 8003624 $395,368.54 6.420% 1.2308% $4,866.07 Wednesday, April 30, 2003 Page 3 of 5 8003628 $436,759.00 6.295% 3.1538% $13,774.71 8003636 $518,597.24 6.295% 3.1538% $16,355.76 8003652 $372,172.37 6.295% 3.1538% $11,737.74 8022776 $611,882.62 6.295% 3.1538% $19,297.84 8026572 $117,580.75 6.420% 1.2308% $1,447.15 8030252 $390,994.78 6.420% 1.2308% $4,812.24 8030262 $349,524.04 6.295% 3.1538% $11,023.45 8030266 $356,354.86 6.295% 3.1538% $11,238.88 8030278 $440,286.33 6.420% 1.2308% $5,418.91 8030280 $346,770.87 6.420% 1.2308% $4,267.95 8030284 $275,502.98 6.420% 1.2308% $3,390.81 8030286 $407,957.28 6.420% 1.2308% $5,021.01 8030290 $353,540.34 6.420% 1.2308% $4,351.27 8030300 $642,251.22 6.420% 1.2308% $7,904.63 8030304 $419,320.20 6.420% 1.2308% $5,160.86 8030306 $642,063.54 6.420% 1.2308% $7,902.32 8030314 $432,585.27 6.295% 3.1538% $13,643.07 8030318 $390,534.50 6.420% 1.2308% $4,806.58 8030322 $321,825.45 6.295% 3.1538% $10,149.88 8030326 $359,448.31 6.420% 1.2308% $4,423.98 8030334 $400,171.88 6.420% 1.2308% $4,925.19 8030336 $308,585.34 6.420% 1.2308% $3,797.97 8030338 $538,838.80 6.420% 1.2308% $6,631.86 8030342 $557,276.42 6.420% 1.2308% $6,858.79 8030352 $405,258.98 6.420% 1.2308% $4,987.80 8041400 $503,772.91 6.420% 1.2308% $6,200.28 8041402 $522,434.48 6.420% 1.2308% $6,429.96 8041404 $370,421.34 6.420% 1.2308% $4,559.03 8041412 $481,053.82 6.420% 1.2308% $5,920.66 8041418 $493,747.75 6.420% 1.2308% $6,076.90 8041426 $402,230.38 6.420% 1.2308% $4,950.53 8041438 $407,947.12 6.420% 1.2308% $5,020.89 8041454 $329,235.35 6.420% 1.2308% $4,052.13 8041468 $334,738.60 6.420% 1.2308% $4,119.86 8041478 $355,226.47 6.170% 5.0769% $18,034.57 8041480 $405,969.24 6.420% 1.2308% $4,996.54 8042674 $331,955.89 6.420% 1.2308% $4,085.61 8042678 $557,692.80 6.295% 3.1538% $17,588.77 8043212 $367,001.94 6.420% 1.2308% $4,516.95 8047740 $362,839.19 6.295% 3.1538% $11,443.39 8047742 $227,336.92 6.420% 1.2308% $2,797.99 8050192 $691,895.07 6.420% 1.2308% $8,515.63 8073640 $312,529.14 6.420% 1.2308% $3,846.51 8093828 $345,548.84 6.420% 1.2308% $4,252.91 8093844 $642,825.87 6.420% 1.2308% $7,911.70 8093854 $419,090.71 6.420% 1.2308% $5,158.04 8093882 $541,739.86 6.420% 1.2308% $6,667.57 8093892 $468,516.05 6.420% 1.2308% $5,766.35 8093906 $427,511.71 6.420% 1.2308% $5,261.68 8121366 $349,802.53 6.295% 3.1538% $11,032.23 8125256 $394,622.55 6.170% 5.0769% $20,034.68 8171478 $431,446.03 6.420% 1.2308% $5,310.11 8236930 $542,379.90 6.420% 1.2308% $6,675.44 8246846 $330,780.05 6.170% 5.0769% $16,793.45 8246876 $405,252.74 6.420% 1.2308% $4,987.73 8246884 $394,908.86 5.920% 8.9231% $35,238.02 8260716 $392,627.35 6.420% 1.2308% $4,832.34 Wednesday, April 30, 2003 Page 4 of 5 8260736 $593,352.87 6.420% 1.2308% $7,302.80 Wednesday, April 30, 2003 Page 5 of 5
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, (a) the number and aggregate principal balances of Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Mortgage Loans that are in foreclosure, (b) the number and aggregate principal balances of Reportable Modified Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Reportable Modified Mortgage Loans that are in foreclosure and are REO Property, indicating in each case capitalized Mortgage Loans, other Servicing Modifications and totals, and (c) for all Reportable Modified Mortgage Loans, the number and aggregate Stated Principal Balance of Reportable Modified Mortgage Loans that have been liquidated, the subject of pay-offs and that have been repurchased by the Master Servicer or Seller; (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; -1- (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 Class A-V Certificates and each Subclass, if any, thereof; (xiii) the Notional Amount with respect to the Class A-V Certificates and each Subclass; (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; (xvii) the aggregate amount of Realized Losses for such Distribution Date; (xviii)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; (xix) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; and (xx) the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date. In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination. 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 MARCH 1, 2003 EXECUTION COPY - -------------------------------------------------------------------------------- STANDARD TERMS OF POOLING AND SERVICING AGREEMENT Dated as of March 1, 2003 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..............................................31 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans..........................................31 Section 2.02 Acceptance by Trustee.................................................37 Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company...............................................................38 Section 2.04 Representations and Warranties of Sellers.............................40 Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC I.......................................42 Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II Regular Interests; Acceptance by the Trustee.............................................42 Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II.............42 Section 2.08 Purposes and Powers of the Trust......................................42 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 3.01 Master Servicer to Act as Servicer....................................43 Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations.................44 Section 3.03 Successor Subservicers................................................45 Section 3.04 Liability of the Master Servicer......................................46 Section 3.05 No Contractual Relationship Between Subservicer and Trustee or Certificateholders....................................................46 Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......46 Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account...............................................................47 Section 3.08 Subservicing Accounts; Servicing Accounts.............................49 Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage Loans.................................................................51 Section 3.10 Permitted Withdrawals from the Custodial Account......................51 Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder............................................................53 i Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....54 Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments.......................................55 Section 3.14 Realization Upon Defaulted Mortgage Loans.............................57 Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................61 Section 3.16 Servicing and Other Compensation; Compensating Interest...............62 Section 3.17 Reports to the Trustee and the Company................................63 Section 3.18 Annual Statement as to Compliance.....................................63 Section 3.19 Annual Independent Public Accountants' Servicing Report...............64 Section 3.20 Rights of the Company in Respect of the Master Servicer...............64 Section 3.21 Administration of Buydown Funds.......................................64 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01 Certificate Account...................................................65 Section 4.02 Distributions.........................................................66 Section 4.03 Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting................................................66 Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer.......................................................68 Section 4.05 Allocation of Realized Losses.........................................69 Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........69 Section 4.07 Optional Purchase of Defaulted Mortgage Loans.........................69 Section 4.08 Surety Bond...........................................................70 ARTICLE V THE CERTIFICATES Section 5.01 The Certificates......................................................70 Section 5.02 Registration of Transfer and Exchange of Certificates.................72 Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................78 Section 5.04 Persons Deemed Owners.................................................78 Section 5.05 Appointment of Paying Agent...........................................78 ARTICLE VI THE COMPANY AND THE MASTER SERVICER Section 6.01 Respective Liabilities of the Company and the Master Servicer.........80 Section 6.02 Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer.................80 Section 6.03 Limitation on Liability of the Company, the Master Servicer and Others................................................................81 Section 6.04 Company and Master Servicer Not to Resign.............................82 ii ARTICLE VII DEFAULT Section 7.01 Events of Default.....................................................82 Section 7.02 Trustee or Company to Act; Appointment of Successor...................84 Section 7.03 Notification to Certificateholders....................................85 Section 7.04 Waiver of Events of Default...........................................85 ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01 Duties of Trustee.....................................................86 Section 8.02 Certain Matters Affecting the Trustee.................................87 Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.................89 Section 8.04 Trustee May Own Certificates..........................................89 Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...89 Section 8.06 Eligibility Requirements for Trustee..................................90 Section 8.07 Resignation and Removal of the Trustee................................91 Section 8.08 Successor Trustee.....................................................92 Section 8.09 Merger or Consolidation of Trustee....................................92 Section 8.10 Appointment of Co-Trustee or Separate Trustee.........................92 Section 8.11 Appointment of Custodians.............................................93 Section 8.12 Appointment of Office or Agency.......................................94 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.................................................................94 Section 9.02 Additional Termination Requirements...................................97 Section 9.03 Termination of Multiple REMICs........................................98 ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration..................................................98 Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification.....102 Section 10.03 Designation of REMIC(s)..............................................102 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment............................................................103 Section 11.02 Recordation of Agreement; Counterparts...............................105 iii Section 11.03 Limitation on Rights of Certificateholders...........................106 Section 11.04 Governing Law........................................................106 Section 11.05 Notices..............................................................106 Section 11.06 Required Notices to Rating Agency and Subservicer....................107 Section 11.07 Severability of Provisions...........................................107 Section 11.08 Supplemental Provisions for Resecuritization.........................108 Section 11.09 Allocation of Voting Rights..........................................108 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 Exhibit O: Form of Form 10-K Certification Exhibit P: Form of Back-Up Certification to Form 10-K Certificate Exhibit Q: Information to be Provided by the Master Servicer to the Rating Agencies Relating to Reportable Modified Mortgage Loans iv
This is the Standard Terms of Pooling and Servicing Agreement, dated as of March 1, 2003 (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, Subsequent Recoveries, 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, including any Subsequent Recoveries, 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. Capitalization Reimbursement Amount: As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date. Capitalization Reimbursement Shortfall Amount: As to any Distribution Date, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount for that Distribution Date. 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 5 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. 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) any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.02, plus (iii) 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 (iv) 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 further reduced by an amount equal to the Percentage Interest evidenced by such Certificate multiplied by the excess, if any, of (A) the then aggregate Certificate Principal Balance of all Classes of Certificates then outstanding over (B) the then aggregate Stated Principal Balance of the Mortgage Loans. Certificate Register and Certificate Registrar: The register maintained and the registrar appointed pursuant to Section 5.02. 6 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. 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. Commission: The Securities and Exchange Commission. 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. 7 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. 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. 8 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 (or due during the month of the Cut-Off Date), whether or not received. Debt Service Reduction: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction constituting a Deficient Valuation or any reduction that results in a permanent forgiveness of principal. Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any scheduled Monthly Payment that constitutes a permanent forgiveness of principal, which valuation or reduction results from a proceeding under the Bankruptcy Code. Definitive Certificate: Any 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. 9 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. 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. 10 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). 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. Exchange Act: The Securities and Exchange Act of 1934, as amended. 11 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; (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. 12 Fitch: Fitch, Inc. or its successor in interest. Form 10-K Certification: As defined in Section 4.03(e). 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 a Certificate Principal Balance greater than zero, 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. 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. 13 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. 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. 14 Lower Priority: As of any date of determination and any Class of Subordinate Certificates, any other Class of Subordinate Certificates then outstanding with a Certificate Principal Balance greater than zero, with 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. 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. 15 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. 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 or Subservicer in respect of a Mortgage Loan (other than a Deleted Mortgage Loan) 16 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. To the extent that any Mortgagor is not obligated under the related Mortgage documents to pay or reimburse any portion of any Servicing Advances that are outstanding with respect to the related Mortgage Loan as a result of a modification of such Mortgage Loan by the Master Servicer, which forgives amounts which the Master Servicer or Subservicer had previously advanced, and the Master Servicer determines that no other source of payment or reimbursement for such advances is available to it, such Servicing Advances shall be deemed to be Nonrecoverable Advances. 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 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. 17 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 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; 18 (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 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. 19 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). 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. 20 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; (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 21 "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, Servicing Advances or other expenses as to which the Master Servicer or Subservicer is entitled to reimbursement thereunder but which have not been previously reimbursed, (b) which is the subject of a Servicing Modification, (i) (1) the amount by which the interest portion of a Monthly Payment or the principal balance of such Mortgage Loan was reduced or (2) the sum of any other amounts owing under the Mortgage Loan that were forgiven and that constitute Servicing Advances that are reimbursable to the Master Servicer or a Subservicer, 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 22 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. To the extent the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date. 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. 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. 23 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. Reportable Modified Mortgage Loan: Any Mortgage Loan that (i) has been subject to an interest rate reduction, (ii) has been subject to a term extension or (iii) has had amounts owing on such Mortgage Loan capitalized by adding such amount to the Stated Principal Balance of such Mortgage Loan; provided, however, that a Mortgage Loan modified in accordance with clause (i) above for a temporary period shall not be a Reportable Modified Mortgage Loan if such Mortgage Loan has not been delinquent in payments of principal and interest for six months since the date of such modification if that interest rate reduction is not made permanent thereafter. 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 with particular responsibility for this transaction, or any other officer of the Trustee customarily 24 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. 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, 25 (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% 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. 26 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. 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 or a Subservicer 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, (iv) any mitigation procedures implemented in accordance with Section 3.07, and (v) 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, any extension of the final maturity date of a Mortgage Loan, and any increase to the outstanding principal balance of a Mortgage Loan by adding to the Stated Principal Balance unpaid principal and interest and other amounts owing under the Mortgage Loan, in each case pursuant to a modification of a Mortgage Loan that is in default, or for which, in the judgment of the Master Servicer, default is reasonably foreseeable, 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. 27 Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, at any given time, (i) the sum of (a) the Cut-off Date Principal Balance of the Mortgage Loan plus (b) any amount by which the Stated Principal Balance of the Mortgage Loan is increased pursuant to a Servicing Modification, minus (ii) the sum of (a) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or REO Property during each Due Period ending prior to the most recent Distribution Date which were received or with respect to which an Advance was made, and (b) all Principal Prepayments with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the extent applied by the Master Servicer as recoveries of principal in accordance with Section 3.14 with respect to such Mortgage Loan or REO Property, in each case which were distributed pursuant to Section 4.02 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. Subsequent Recoveries: As of any Distribution Date, amounts received by the Master Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.10) or surplus amounts held by the Master Servicer to cover estimated expenses (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) specifically related to a Mortgage Loan that was the subject of a Cash Liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss. 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 28 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, 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. 29 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 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 (other than Monthly Payments due in the month of 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 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, (v) the Initial Monthly Payment Fund, and (vi) all proceeds of clauses (i) through (v) above. Underwriter: As defined in the Series Supplement. 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 30 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. 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 in the month of 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; 31 (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 (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 32 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 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. 33 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 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 34 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; (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 35 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 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 36 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 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. 37 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 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; 38 (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; (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. 39 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 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 40 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 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 41 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. 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 42 (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 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 43 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 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 44 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 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 45 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 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. 46 (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 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), capitalize any amounts owing on the Mortgage Loan by adding such amount to the outstanding principal balance 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; provided, further, that (1) no such modification shall reduce the interest rate on a Mortgage Loan below one-half of the Mortgage Rate as in effect on the Cut-Off Date, but not less than the sum of the rates at which the Servicing Fee and the Subservicing Fee with respect to such Mortgage Loan accrues plus the rate at which the premium paid to the Certificate Insurer, if any, accrues, (2) the final maturity date for any Mortgage Loan shall not be extended beyond the Maturity Date, (3) the Stated Principal Balance of all Reportable Modified Mortgage Loans subject to Servicing Modifications (measured at the time of the Servicing Modification and after giving effect to any Servicing Modification) can be no more than five percent 47 of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, unless such limit is increased from time to time with the consent of the Rating Agencies and the Certificate Insurer, if any. In addition, any amounts owing on a Mortgage Loan added to the outstanding principal balance of such Mortgage Loan must be fully amortized over the remaining term of such Mortgage Loan, and such amounts may be added to the outstanding principal balance of a Mortgage Loan only once during the life of such Mortgage Loan. Also, the addition of such amounts described in the preceding sentence shall be implemented in accordance with the Program Guide and may be implemented only by Subservicers that have been approved by the Master Servicer for such purpose. 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; (iii) Insurance Proceeds, Subsequent Recoveries 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); 48 (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 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. 49 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 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. 50 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. 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, Servicing Advances or other 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 the related Mortgage Loans (including, for this purpose, REO 51 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 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, and any Advance or Servicing Advance made in connection with a modified 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 or Servicing Advance was added to the Stated Principal Balance of the Mortgage Loan in the prior calendar month, or any Advance reimbursable to the Master Servicer pursuant to Section 4.02(a); 52 (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 relating to an Advance pursuant to Section 4.04 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 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 53 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. 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 54 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 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 55 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 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), 56 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. 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. Alternatively, the Master Servicer may take other actions in respect of a defaulted Mortgage Loan, which may include (i) accepting a short sale (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in order to facilitate a sale of the Mortgaged Property by the Mortgagor) or permitting a short refinancing (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in order to facilitate refinancing transactions by the Mortgagor not involving a sale of the 57 Mortgaged Property), (ii) arranging for a repayment plan or (iii) agreeing to a modification in accordance with Section 3.07. In connection with such foreclosure or other conversion, 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 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 58 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. (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 59 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 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); fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and the Master Servicer and the 60 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 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 61 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. (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. 62 (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 the earlier of (a) March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date or (b) with respect to any calendar year during which the Company's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 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 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 63 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 the earlier of (a) March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date or (b) with respect to any calendar year during which the Company's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 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 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. 64 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 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 65 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; Statements to Rating Agencies; Exchange Act Reporting. (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. Also, at the request of a Rating Agency, the Master Servicer shall provide the information relating to the Reportable Modified Mortgage Loans substantially in the form attached hereto as Exhibit Q to such Rating Agency within a reasonable period of time; provided, however, that the Master Servicer shall not be required to provide such information more than four times in a calendar year to any Rating Agency. (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 66 the Series Supplement referred to in subsection (a) above aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Master Servicer 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. (e) The Trustee will make the reports referred to in Section 4.03(a) (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders, any Certificate Insurer 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 Section 4.03(a) are distributed in order to make such distribution more convenient and/or more accessible to the above parties, to the Certificateholders and to any Certificate Insurer. The Trustee shall provide timely and adequate notification to all the parties mentioned above and to the Certificateholders regarding any such change. (f) The Master Servicer shall, on behalf of the Depositor and in respect of the Trust Fund, sign and cause to be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange Act, and the rules and regulations of the Commission thereunder. In connection with the preparation and filing of such periodic reports, the Trustee shall timely provide to the Master Servicer (I) a list of Certificateholders as shown on the Certificate Register as of the end of each calendar year, (II) copies of all pleadings, other legal process and any other documents relating to any claims, charges or complaints involving the Trustee, as trustee hereunder, or the Trust Fund that are received by the Trustee, (III) notice of all matters that, to the actual knowledge of a Responsible Officer of the Trustee, have been submitted to a vote of the Certificateholders, other than those matters that have been submitted to a vote of the Certificateholders at the request of the Depositor or the Master Servicer, and (IV) notice of any failure of the Trustee to make any distribution to the Certificateholders as required pursuant to this Agreement. Neither the Master Servicer nor the Trustee shall have any liability with respect to the Master Servicer's failure to properly prepare or file such periodic reports resulting from or relating to the Master Servicer's inability or failure to obtain any information not resulting from the Master Servicer's own negligence or willful misconduct. Any Form 10-K filed with the Commission in connection with this clause (f) 67 shall include a certification, signed by the senior officer in charge of the servicing functions of the Master Servicer, in the form attached as Exhibit O hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), in compliance with Rule 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission. In connection with the Form 10-K Certification, the Trustee shall provide the Master Servicer with a back-up certification substantially in the form attached hereto as Exhibit P. 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 not received as of the close of business as of the related Determination Date; provided that no Advance shall be made if it would be a Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial Account and deposit in the Certificate Account all or a portion of the Amount Held for Future Distribution in discharge of any such Advance, or (iii) make advances in the form of any combination of (i) and (ii) aggregating the amount of such Advance. Any portion of the Amount Held for Future Distribution so used shall be replaced by the Master Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York time on any future Certificate Account Deposit Date to the extent that funds attributable to the Mortgage Loans that are available in the Custodial Account for deposit in the Certificate Account on such Certificate Account Deposit Date shall be less than payments to Certificateholders required to be made on the following Distribution Date. The Master Servicer shall be entitled to use any Advance made by a Subservicer as described in Section 3.07(b) that has been deposited in the Custodial Account on or before such Distribution Date as part of the Advance made by the Master Servicer pursuant to this Section 4.04. The 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 68 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 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 69 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. 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 70 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 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. 71 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. 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 72 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; 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 73 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 fifteen 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 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), and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (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 74 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, each Underwriter and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. (f) (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 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. 75 (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 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. 76 (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. (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 77 (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 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 78 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. 79 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 80 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. 81 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, 82 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. 83 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 84 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. 85 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 86 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: 87 (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 88 (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 89 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 90 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. 91 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 92 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 93 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. 94 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 where required pursuant to this Agreement 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 95 (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, or in the case of the Senior Certificates, or in the case of all of the Certificates in connection with the exercise by the Master Servicer of its right to purchase the 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 Certificates, upon presentation and surrender of the Certificates by the Certificateholders thereof, and in the case of the Class M and Class B Certificates, upon presentation and surrender of the Certificates by the Certificateholders thereof in connection with the exercise by the Master Servicer of its right to purchase the Certificates and otherwise, in accordance with Section 4.01(a), 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). Nothwithstanding the reduction of the Certificate Principal Balance of any Class of Subordinate Certificates to zero, such Class will be outstanding hereunder until the termination of the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee hereunder in accordance with Article IX. (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 96 the Master Servicer (if it exercised its right to purchase the assets of the Trust Fund), or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. (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 until the Master Servicer has terminated the respective obligations and responsibilities created hereby in respect of the Certificates pursuant to this Article IX. 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 97 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; (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 98 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 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 99 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) 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. 100 (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 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. 101 (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 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. 102 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, (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, 103 (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 evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates with a Certificate Principal Balance greater than zero 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 104 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 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. 105 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 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. 106 Section 11.06 Required Notices to Rating Agency and Subservicer. The Company, the Master Servicer or the Trustee, as applicable, (i) shall notify each Rating Agency 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, (ii) shall notify 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)(1), (g)(1), or (i) below, or (iii) 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, (c) (1) the termination or appointment of a successor Master Servicer or (2) the termination or appointment of a successor 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) (1) a change in the location of the Custodial Account or (2) a change in the location of 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, if applicable, 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 107 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 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. 108 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 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 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 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 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 either (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or a partnership for U.S. federal income tax purposes and created or organized in or under the laws of the United States, any state thereof or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), (iii) an estate that is described in Section 7701(a)(30)(D) of the Code, or (iv) a trust that is described in Section 7701(a)(30)(E) of the Code. 6. The Owner hereby agrees that it will not cause income from the Class R[-__] Certificates to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the Owner of another United States taxpayer. 7. 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. 8. 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. 9. 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. 10. The Owner's Taxpayer Identification Number is ________________. 11. 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. 12. 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; in making this representation, the Owner warrants that the Owner is familiar with (i) Treasury Regulation Section 1.860E-1(c) and recent amendments thereto, effective as of July 19, 2002, and (ii) the preamble describing the adoption of the amendments to such regulation, which is attached hereto as Exhibit 1. 13. 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. 14. 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. 15. (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 1 DEPARTMENT OF THE TREASURY Internal Revenue Service 26 CFR Parts 1 and 602 [TD 9004] RIN 1545-AW98 Real Estate Mortgage Investment Conduits AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Final regulations. - ----------------------------------------------------------------------- SUMMARY: This document contains final regulations relating to safe harbor transfers of noneconomic residual interests in real estate mortgage investment conduits (REMICs). The final regulations provide additional limitations on the circumstances under which transferors may claim safe harbor treatment. DATES: Effective Date: These regulations are effective July 19, 2002. Applicability Date: For dates of applicability, see Sec. 1.860E- (1)(c)(10). FOR FURTHER INFORMATION CONTACT: Courtney Shepardson at (202) 622-3940 (not a toll-free number). SUPPLEMENTARY INFORMATION: Paperwork Reduction Act The collection of information in this final rule has been reviewed and, pending receipt and evaluation of public comments, approved by the Office of Management and Budget (OMB) under 44 U.S.C. 3507 and assigned control number 1545-1675. The collection of information in this regulation is in Sec. 1.860E - 1(c)(5)(ii). This information is required to enable the IRS to verify that a taxpayer is complying with the conditions of this regulation. The collection of information is mandatory and is required. Otherwise, the taxpayer will not receive the benefit of safe harbor treatment as provided in the regulation. The likely respondents are businesses and other for-profit institutions. Comments on the collection of information should be sent to the Office of Management and Budget, Attn: Desk Officer for the Department of the Treasury, Office of Information and Regulatory Affairs, Washington, DC, 20503, with copies to the Internal Revenue Service, Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S, Washington, DC 20224. Comments on the collection of information should be received by September 17, 2002. Comments are specifically requested concerning: Whether the collection of information is necessary for the proper performance of the functions of the Internal Revenue Service, including whether the information will have practical utility; The accuracy of the estimated burden associated with the collection of information (see below); How the quality, utility, and clarity of the information to be collected may be enhanced; How the burden of complying with the collection of information may be minimized, including through the application of automated collection techniques or other forms of information technology; and Estimates of capital or start-up costs and costs of operation, maintenance, and purchase of service to provide information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by the Office of Management and Budget. The estimated total annual reporting burden is 470 hours, based on an estimated number of respondents of 470 and an estimated average annual burden hours per respondent of one hour. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. Background This document contains final regulations regarding the proposed amendments to 26 CFR part 1 under section 860E of the Internal Revenue Code (Code). The regulations provide the circumstances under which a transferor of a noneconomic REMIC residual interest meeting the investigation and representation requirements may avail itself of the safe harbor by satisfying either the formula test or the asset test. Final regulations governing REMICs, issued in 1992, contain rules governing the transfer of noneconomic REMIC residual interests. In general, a transfer of a noneconomic residual interest is disregarded for all tax purposes if a significant purpose of the transfer is to [[Page 47452]] enable the transferor to impede the assessment or collection of tax. A purpose to impede the assessment or collection of tax (a wrongful purpose) exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the REMIC's taxable income. Under a safe harbor, the transferor of a REMIC noneconomic residual interest is presumed not to have a wrongful purpose if two requirements are satisfied: (1) the transferor conducts a reasonable investigation of the transferee's financial condition (the investigation requirement); and (2) the transferor secures a representation from the transferee to the effect that the transferee understands the tax obligations associated with holding a residual interest and intends to pay those taxes (the representation requirement). The IRS and Treasury have been concerned that some transferors of noneconomic residual interests claim they satisfy the safe harbor even in situations where the economics of the transfer clearly indicate the transferee is unwilling or unable to pay the tax associated with holding the interest. For this reason, on February 7, 2000, the IRS published in the Federal Register (65 FR 5807) a notice of proposed rulemaking (REG-100276-97; REG-122450-98) designed to clarify the safe harbor by adding the "formula test," an economic test. The proposed regulation provides that the safe harbor is unavailable unless the present value of the anticipated tax liabilities associated with holding the residual interest does not exceed the sum of: (1) The present value of any consideration given to the transferee to acquire the interest; (2) the present value of the expected future distributions on the interest; and (3) the present value of the anticipated tax savings associated with holding the interest as the REMIC generates losses. The notice of proposed rulemaking also contained rules for FASITs. Section 1.860H-6(g) of the proposed regulations provides requirements for transfers of FASIT ownership interests and adopts a safe harbor by reference to the safe harbor provisions of the REMIC regulations. In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3 I.R.B. 335) to set forth an alternative safe harbor that taxpayers could use while the IRS and the Treasury considered comments on the proposed regulations. Under the alternative safe harbor, if a transferor meets the investigation requirement and the representation requirement but the transfer fails to meet the formula test, the transferor may invoke the safe harbor if the transferee meets a two- prong test (the asset test). A transferee generally meets the first prong of this test if, at the time of the transfer, and in each of the two years preceding the year of transfer, the transferee's gross assets exceed $100 million and its net assets exceed $10 million. A transferee generally meets the second prong of this test if it is a domestic, taxable corporation and agrees in writing not to transfer the interest to any person other than another domestic, taxable corporation that also satisfies the requirements of the asset test. A transferor cannot rely on the asset test if the transferor knows, or has reason to know, that the transferee will not comply with its written agreement to limit the restrictions on subsequent transfers of the residual interest. Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the case of a transfer or assignment of a noneconomic residual interest to a foreign branch of an otherwise eligible transferee. If such a transfer or assignment were permitted, a corporate taxpayer might seek to claim that the provisions of an applicable income tax treaty would resource excess inclusion income as foreign source income, and that, as a consequence, any U.S. tax liability attributable to the excess inclusion income could be offset by foreign tax credits. Such a claim would impede the assessment or collection of U.S. tax on excess inclusion income, contrary to the congressional purpose of assuring that such income will be taxable in all events. See, e.g., sections 860E(a)(1), (b), (e) and 860G(b) of the Code. The Treasury and the IRS have learned that certain taxpayers transferring noneconomic residual interests to foreign branches have attempted to rely on the formula test to obtain safe harbor treatment in an effort to impede the assessment or collection of U.S. tax on excess inclusion income. Accordingly, the final regulations provide that if a noneconomic residual interest is transferred to a foreign permanent establishment or fixed base of a U.S. taxpayer, the transfer is not eligible for safe harbor treatment under either the asset test or the formula test. The final regulations also require a transferee to represent that it will not cause income from the noneconomic residual interest to be attributable to a foreign permanent establishment or fixed base. Section 1.860E -1(c)(8) provides computational rules that a taxpayer may use to qualify for safe harbor status under the formula test. Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to pay tax at a rate equal to the highest rate of tax specified in section 11(b). Some commentators were concerned that this presumed rate of taxation was too high because it does not take into consideration taxpayers subject to the alternative minimum tax rate. In light of the comments received, this provision has been amended in the final regulations to allow certain transferees that compute their taxable income using the alternative minimum tax rate to use the alternative minimum tax rate applicable to corporations. Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present values in the formula test are to be computed using a discount rate